Common use of Transfer Premium Clause in Contracts

Transfer Premium. If Landlord consents to a Transfer, as a ---------------- condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "Transfer Premium," as that term is defined in this Section 14.3, received by Tenant from such Transferee. "Transfer Premium" shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee, (iii) any brokerage commissions in connection with the Transfer and (iv) all of Tenant's legal fees and costs in connection with the Transfer. "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. In the calculations of the Rent (as it relates to the Transfer Premium calculated under this Section 14.3) and the Transferee's Rent under Section 14.2 of this Lease, the Rent paid during each annual 11 period for the Subject Space, and the Transferee's Rent, shall be computed after adjusting such rent to the actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and tenant improvement allowance. For purposes of calculating any such effective rent all such concessions shall be amortized on a straight-line basis over the relevant term. The provisions of this section shall not be applicable to any Excluded Transfers under Section 14.6.

Transfer Premium. If Landlord consents to a Transfer, as a ---------------- condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "“Transfer Premium," ” as that term is defined in this Section 14.3, received by Tenant from such Transferee. "“Transfer Premium" ” shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee, (iii) any brokerage commissions in connection with the Transfer Transfer, and (iv) all of Tenant's legal any reasonable attorneys’ fees actually disbursed and costs in connection with the Transferother actual and reasonable out-of-pocket costs. "“Transfer Premium" ” shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. In the calculations of the Rent (as it relates to the Transfer Premium calculated under this Section 14.3) ), and the Transferee's ’s Rent and Quoted Rent under Section 14.2 of this Lease, the Rent paid during each annual 11 period for the Subject Space, and the Transferee's ’s Rent and the Quoted Rent, shall be computed after adjusting such rent to the actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and tenant improvement allowance. For purposes of calculating any such effective rent all such concessions shall be amortized on a straight-line basis over the relevant term. The provisions of this section shall not be applicable to any Excluded Transfers under Section 14.6.

Transfer Premium. If Landlord consents to a Transfer, as a condition ---------------- condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "Transfer Premium," as that term is defined in this Section 14.3, ------------ actually received by Tenant from such Transferee. "Transfer Premium" shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee, (iii) any brokerage commissions in connection with the Transfer and (iv) all of Tenant's legal fees and costs in connection with the Transfer. "Transfer Premium" shall also include, but not be limited to, key money, money and bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. In the calculations of the Rent (as it relates to the Transfer Premium calculated under this Section 14.3) ), and the Transferee's Rent and Quoted Rent under Section 14.2 ------------ ------------ of this Lease, the Rent paid during each annual 11 period for the Subject Space, and the Transferee's Rent and the Quoted Rent, shall be computed after adjusting such rent to the actual effective rent to be paid, taking into consideration any and all reasonable leasehold concessions granted in connection therewith, including, but not limited to, any reasonable rent credit commissions and tenant improvement allowance, and Tenant's reasonable third-party fees and costs by including reasonable attorneys' fees, incurred in negotiating, documenting and consummating the Transfer. For purposes of calculating any such effective rent rent, all such concessions shall be amortized on a straight-line basis over the relevant term. The provisions of this section shall not be applicable to any Excluded Transfers under Section 14.6.

Transfer Premium. If Landlord’s consent is required for, and Landlord consents to to, a Transfer, as a ---------------- condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "“Transfer Premium," ” as that term is defined in this Section 14.3, received by Tenant from such Transferee. "“Transfer Premium" ” shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred. Notwithstanding anything to the contrary set forth in this Section 14.3, after deducting Tenant shall be entitled to retain one hundred percent (100%) of any Transfer Premium until such time as Tenant has recovered the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises Premises, or improvement allowances given in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee in connection with the Transfer (provided that such free rent shall be deducted only to the extent the same is included in the calculation of total consideration payable by such Transferee), and (iii) any brokerage commissions in connection with the Transfer and (iv) all of Tenant's legal fees and costs reasonably incurred in connection with the TransferTransfer (collectively, “Tenant’s Subleasing Costs”). "“Transfer Premium" ” shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. In the calculations Landlord shall make a determination of the Rent (as it relates to amount of Landlord’s applicable share of the Transfer Premium calculated under this Section 14.3) and the Transferee's Rent under Section 14.2 of this Lease, the Rent paid during each annual 11 period for the Subject Space, and the Transferee's Rent, shall be computed after adjusting such rent to the actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and tenant improvement allowance. For purposes of calculating any such effective rent all such concessions shall be amortized on a straight-line monthly basis over as rent or other consideration is paid by Transferee to Tenant under the relevant term. The provisions of this section shall not be applicable to any Excluded Transfers under Section 14.6Transfer.

Transfer Premium. If Landlord consents to a Transfer, as a ---------------- condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "Transfer Premium," as that term is defined in this Section 14.3, received by Tenant from such Transferee. "Transfer Premium" shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent or other economic concessions reasonably provided to the Transferee, (iii) any brokerage commissions in connection with the Transfer and Transfer, (iv) all of Tenant's legal any attorneys' fees and costs incurred by Tenant in connection with the Transfer, (v) any lease takeover costs incurred by Tenant in connection with the Transfer, (vi) any costs of advertising the space which is the subject of the Transfer, and (vii) any review and processing fees paid to Landlord in connection with such Transfer (collectively, the "Transfer Costs"). "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assetstangible assets (as opposed to intellectual property), fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. In the calculations of the Rent (as it relates to the Transfer Premium calculated under this Section 14.3) and the Transferee's Rent under Section 14.2 of this Lease), the Rent paid during each annual 11 period for the Subject Space, and the Transferee's Rent, shall be computed after adjusting such rent to the actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and tenant improvement allowance. For purposes of calculating any such effective rent all such concessions shall be amortized on a straight-line basis over the relevant term. The provisions of this section shall not be applicable to any Excluded Transfers under Section 14.6.

Transfer Premium. If Landlord consents to a Transfer, as a ---------------- condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "Transfer Premium," as that term is defined in this Section 14.3, received by Tenant from such Transferee. "Transfer PremiumTRANSFER PREMIUM" shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses (the "TRANSFER COSTS") incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee, (iii) any reasonable brokerage commissions in connection with the Transfer and (iv) all of Tenant's legal attorneys fees and costs incurred in connection with the Transfer, (iv) marketing costs; (v) attorneys' fees paid by Tenant to Landlord in connection with the Transfer, (vi) tenant improvement allowances granted in connection with the Transfer, (vii) free rent and concessions granted to the Transferee, and (viii) the amount of Base Rent and Additional Rent paid by Tenant to Landlord with respect to the Subject Space during the period commencing on the later of (A) the date Tenant contracts with a reputable broker to market the Subject Space, and (B) the date Tenant vacates the Subject Space, until the commencement of the term of the Transfer. The Transfer Costs shall also be deemed to include the value of any permanently affixed improvements in the Subject Space which were paid for by Tenant (specifically excluding any improvements in the Subject Space funded by Landlord as part of the Tenant Improvement Allowance). "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. In Tenant shall not artificially structure any Transfer as a subterfuge in order to intentionally circumvent the calculations provisions of the Rent (as it relates to the Transfer Premium calculated under this Section 14.3) and . Tenant shall be required to pay Landlord its portion of any Transfer Premium on a monthly basis when received by Tenant, provided that Tenant shall be entitled to recover all of its Transfer Costs prior to owing to Landlord any Transfer Premium pursuant to the Transferee's Rent under Section 14.2 terms of this Lease, the Rent paid during each annual 11 period for the Subject Space, and the Transferee's Rent, shall be computed after adjusting such rent to the actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and tenant improvement allowance. For purposes of calculating any such effective rent all such concessions shall be amortized on a straight-line basis over the relevant term. The provisions of this section shall not be applicable to any Excluded Transfers under Section 14.614.3.

Transfer Premium. If Landlord consents to a Transfer, as a ---------------- condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "Transfer Premium," as that term is defined in this Section 14.3, received by Tenant from such Transferee. "Transfer PremiumTRANSFER PREMIUM" shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee, and (iii) any brokerage commissions commissions, and (iv) reasonable attorneys' fees in connection with the Transfer and (iv) all of Tenant's legal fees and costs in connection with the Transfercollectively, "TENANT'S SUBLEASING COSTS"). "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with as consideration for such Transfer, Transfer and any payment which consideration is in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. In the calculations The determination of the Rent (as it relates to amount of Landlord's applicable share of the Transfer Premium calculated shall be made on a monthly basis as rent or other consideration is received by Tenant under this Section 14.3the Transfer. For purposes of calculating the Transfer Premium on a monthly basis, (i) Tenant's Subleasing Costs shall be deemed to be expended by Tenant in equal monthly amounts over the entire term of the Transfer and the Transferee's Rent under Section 14.2 of this Lease, (ii) the Rent paid during each annual 11 period for the Subject Space, and the Transferee's Rent, Space by Tenant shall be computed after adjusting such rent to the actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and tenant improvement allowance. For purposes of calculating any such effective rent all such concessions shall be amortized on a straight-line basis over the relevant term. The provisions of this section shall not be applicable to any Excluded Transfers under Section 14.6.

Transfer Premium. If Landlord consents to a Transfer, Transfer as a ---------------- condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent one-half (50%1/2) of any "Transfer Premium," as that term is defined in this Section 14.3, Premium received by Tenant from such Transferee. "“Transfer Premium" ” shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Base Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer (on a per rentable square foot basis if less than all of the Premises is transferred), after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee, (iii) any reasonable brokerage commissions in connection with the Transfer and incurred by Tenant (iv) all of “Tenant's legal fees and costs in connection with the Transfer’s Transfer Costs”). "“Transfer Premium" ” shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. In the calculations The determination of the Rent (as it relates to amount of Landlord’s applicable share of the Transfer Premium calculated shall be made on a monthly basis as rent or other consideration is received by Tenant under this Section 14.3the Transfer. For purposes of calculating the Transfer Premium on a monthly basis, (i) Tenant’s Transfer Costs shall be deemed to be expended by Tenant in equal monthly amounts over the entire term of the Transfer and the Transferee's Rent under Section 14.2 of this Lease, (ii) the Rent paid during each annual 11 period for the Subject Space, and the Transferee's Rent, Space by Tenant shall be computed after adjusting such rent to the actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and tenant improvement allowance. For purposes of calculating any such effective rent all such concessions shall be amortized on a straight-line basis over the relevant term. The provisions of this section shall not be applicable to any Excluded Transfers under Section 14.6.

Transfer Premium. If Landlord consents to a Transfer, as a ---------------- condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "“Transfer Premium," ” as that term is defined in this Section 14.3, received by Tenant from such Transferee. "“Transfer Premium" ” shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises Premises, in connection with the Transfer, (ii) any free base rent reasonably provided to the TransfereeTransferee in connection with the Transfer, and (iii) any brokerage commissions in connection with the Transfer and (iv) all of collectively, “Tenant's legal fees and costs in connection with the Transfer’s Subleasing Costs”). "“Transfer Premium" ” shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. In the calculations Tenant shall make a determination of the Rent (as it relates to amount of Landlord’s applicable share of the Transfer Premium calculated on a monthly basis as rent or other consideration is paid by Transferee to Tenant under this Section 14.3the Transfer. For purposes of calculating the Transfer Premium on a monthly basis, (A) Tenant’s Subleasing Costs shall be deemed to be expended by Tenant in equal monthly amounts over the entire term of the Transfer and the Transferee's Rent under Section 14.2 of this Lease, (B) the Rent paid during each annual 11 period for the Subject Space, and the Transferee's Rent, Space by Tenant shall be computed after adjusting such rent to the actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and tenant improvement allowance. For purposes of calculating any such effective rent all such concessions shall be amortized on a straight-line basis over the relevant term. The provisions of this section shall not be applicable to any Excluded Transfers under Section 14.6.

Transfer Premium. If Landlord consents to a Transfer, as a ---------------- condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "Transfer Premium," Premium (as that term is defined in this Section 14.3, below) received by Tenant from such Transferee. "“Transfer Premium" ” shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent minimum rent and Additional Rent additional rent payable by Tenant under this Lease during the term of the Transfer Lease, on a per rentable square foot basis if less than all of the Premises demised premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises demised premises in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee, (iii) any brokerage commissions in connection with the Transfer and (iv) all of Tenant's legal or reasonable attorneys’ fees and costs incurred in connection with the Transfer, and (iii) any costs to buy-out or takeover the previous lease of a Transferee. "“Transfer Premium" ” shall also include, but not be limited to, location fees, filing fees or similar fees paid to Tenant (or its successor) for use of the demised premises as a filming site, key money, money and bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. In the calculations of the Rent rent (as it relates to the Transfer Premium calculated under this Section 14.3) and the Transferee's Rent under Section 14.2 of this Lease6.2.3), the Rent rent paid during each annual 11 period for the Subject Space, and the Transferee's Rent, Space shall be computed after adjusting such rent to the actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and tenant improvement allowance. For purposes of calculating any such effective rent rent, all such concessions shall be amortized on a straight-line basis over the relevant term. The provisions of this section shall not be applicable to any Excluded Transfers under Section 14.6.

Transfer Premium. If Landlord consents to a Transfer, as a condition ---------------- condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "Transfer Premium," as that term is defined in this Section 14.3, ------------ received by Tenant from such Transferee. "Transfer Premium" shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee, (iii) any brokerage commissions in connection with the Transfer and (iv) all of Tenant's legal fees and costs in connection with the Transfer. "Transfer Premium" shall also include, but not be limited to, key money, money and bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. In the calculations of the Rent (as it relates to the Transfer Premium calculated under this Section 14.3) ), and the Transferee's Rent and Quoted Rent under Section 14.2 ------------ ------------ of this Lease, the Rent paid during each annual 11 period for the Subject Space, and the Transferee's Rent and the Quoted Rent, shall be computed after adjusting such rent to the actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and tenant improvement allowance. For purposes of calculating any such effective rent rent, all such concessions shall be amortized on a straight-line basis over the relevant term. The provisions of this section shall not be applicable to any Excluded Transfers under Section 14.6.

Transfer Premium. If Landlord consents to a Transfer, as a ---------------- condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "Transfer Premium," as that term is defined in this Section 14.3, received by Tenant from such Transferee. "Transfer Premium" shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent out-of-pocket concessions reasonably provided to the Transferee, and (iii) any brokerage commissions in connection with the Transfer and (iv) all of Tenant's legal fees and costs in connection with the Transfer. "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. In the calculations of the Rent (as it relates to the Transfer Premium calculated under this Section 14.3) and the Transferee's Rent under Section 14.2 of this Lease), the Rent paid during each annual 11 period for the Subject Space, and the Transferee's Rent, Space shall be computed after adjusting such rent to the actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and tenant improvement allowance. For purposes of calculating any such effective rent all such concessions shall be amortized on a straight-line basis over the relevant term. The provisions of this section shall not be applicable to any Excluded Transfers under Section 14.6.

Transfer Premium. If Landlord consents to a Transfer, as a ---------------- condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "“Transfer Premium," ” as that term is defined in this Section 14.3, received by Tenant from such Transferee. "“Transfer Premium" ” shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent or other economic concessions reasonably provided to the Transferee, (iii) any brokerage commissions in connection with the Transfer and Transfer, (iv) all of Tenant's actual, reasonable legal fees and costs expenses incurred by Tenant in connection with the Transfer, and (v) any review and processing fee paid to Landlord pursuant to the last sentence of Section 14.1, above. "“Transfer Premium" ” shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for (x) services rendered by Tenant to Transferee or for (y) assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. In the calculations of the Rent (as it relates to the Transfer Premium calculated under this Section 14.3) and the Transferee's Rent under Section 14.2 of this Lease’s Rent, the Rent paid during each annual 11 period for the Subject Space, Space and the Transferee's Rent, ’s Rent shall be computed after adjusting such rent to the actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and tenant improvement allowance. For purposes of calculating any such effective rent all such concessions shall be amortized on a straight-line basis over the relevant term. The provisions of this section shall not be applicable to any Excluded Transfers under Section 14.6.

Transfer Premium. If Landlord consents to a Transfer, as a ---------------- condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "Transfer Premium," as that term is defined in this Section 14.3, received by Tenant from such Transferee. "Transfer Premium" shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent reasonably provided to the TransfereeTransferee in connection with the Transfer, and (iii) any brokerage commissions and reasonable legal fees in connection with the Transfer and (iv) all of collectively, "Tenant's legal fees and costs in connection with the TransferTransfer Costs"). "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. In the calculations The determination of the Rent (as it relates to amount of Landlord's applicable share of the Transfer Premium calculated shall be made on a monthly basis as rent or other consideration is received by Tenant under this Section 14.3the Transfer. For purposes of calculating the Transfer Premium on a monthly basis, (i) Tenant's Transfer Costs shall be deemed to be expended by Tenant in equal monthly amounts over the entire term of the Transfer and the Transferee's Rent under Section 14.2 of this Lease, (ii) the Rent paid during each annual 11 period for the Subject Space, and the Transferee's Rent, Space by Tenant shall be computed after adjusting such rent to the actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and tenant improvement allowance. For purposes of calculating any such effective rent all such concessions shall be amortized on a straight-line basis over the relevant term. The provisions of this section shall not be applicable to any Excluded Transfers under Section 14.6.

Transfer Premium. If Landlord consents to a Transfer, as a ---------------- condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "Transfer Premium," as that term is defined in this Section 14.3, received by Tenant from such Transferee. "Transfer PremiumTRANSFER PREMIUM" shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee, and (iii) any brokerage commissions in connection with the Transfer and (iv) all of Tenant's legal fees and costs in connection with the Transfer. "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. In the calculations of the Rent (as it relates to the Transfer Premium calculated under this Section 14.3) ), and the Transferee's Rent and Quoted Rent under Section 14.2 of this Lease, the Rent paid during each annual 11 period for the Subject Space, and the Transferee's Rent and the Quoted Rent, shall be computed after adjusting such rent to the actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and tenant improvement allowance. For purposes of calculating any such effective rent all such concessions shall be amortized on a straight-line basis over the relevant term. The provisions of this section shall not be applicable to any Excluded Transfers under Section 14.6.

Transfer Premium. If Landlord consents to a Transfer, as a ---------------- condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "“Transfer Premium," ” as that term is defined in this Section 14.3, received by Tenant from such Transferee. "“Transfer Premium" ” shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements reasonable Alterations to the Premises made by Tenant (and consented to by Landlord) in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee, and (iii) any brokerage commissions customary in the industry in connection with the Transfer and (iv) all of collectively, “Tenant's legal fees and costs in connection with the Transfer’s Costs”). "“Transfer Premium" ” shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. In For the calculations purposes of the Rent (as it relates to calculating the Transfer Premium calculated under this Section 14.3on a monthly basis, (A) and Tenant’s Costs shall be amortized over the Transferee's Rent under Section 14.2 remaining term of this Lease, and (B) the Rent paid during each annual 11 period for the Subject Space, and the Transferee's Rent, Space shall be computed after adjusting such rent to the actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and tenant improvement allowance. For purposes of calculating any such effective rent all such concessions shall be amortized on a straight-line basis over the relevant term. The provisions of this section shall not be applicable to any Excluded Transfers under Section 14.6.

Transfer Premium. If Landlord Miramar consents to a Transfer, as a ---------------- condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord Miramar fifty percent (50%) of any "Transfer Premium," as that term is defined in this Section 14.3, . received by Tenant from such Transferee. "Transfer Premium" shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee, (iii) any brokerage commissions in connection with the Transfer and (iv) all of Tenant's legal fees and costs in connection with the Transfer. "Transfer Premium" shall also include, but not be limited to, key money, money and bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. Notwithstanding anything to the contrary in this Section 14.3, Tenant shall have no obligation to pay any Transfer Premium to Miramar in connection with a sale of substantially all of Tenant's assets to a Transferee. In the calculations of the Rent (as it relates to the Transfer Premium calculated under this Section 14.3) ), and the Transferee's Rent and Quoted Rent under Section 14.2 of this Lease, the Rent paid during each annual 11 period for the Subject SpaceSpace by tenant, and the Transferee's Rent and the Quoted Rent, shall be computed after adjusting such rent to the actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and tenant improvement allowance. For purposes of calculating any such effective rent all such concessions shall be amortized on a straight-line basis over the relevant term. The provisions of this section shall not be applicable to any Excluded Transfers under Section 14.6.

Transfer Premium. If Landlord consents to a Transfer, as a ---------------- condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty Seventy-Five percent (5075%) of any "“Transfer Premium," ” as that term is defined in this Section 14.3, received by Tenant from such Transferee. "“Transfer Premium" ” shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee, (iii) any brokerage commissions in connection with the Transfer and (iv) all of Tenant's legal fees and costs in connection with the Transfer. "“Transfer Premium" ” shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. Tenant shall make a determination of the amount of Landlord’s applicable share of the Transfer Premium on a monthly basis as rent or other consideration is paid by Transferee to Tenant under the Transfer. In the calculations of the Rent (as it relates to the Transfer Premium calculated under this Section 14.3) ), and the Transferee's ’s Rent under Section 14.2 of this Lease14.2, above, the Rent paid during each annual 11 period for the Subject SpaceSpace by Tenant, and the Transferee's ’s Rent, shall be computed after adjusting such rent to the actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and tenant improvement allowance. For purposes of calculating any such effective rent all such concessions shall be amortized on a straight-line basis over the relevant term. The provisions of this section shall not be applicable to any Excluded Transfers under Section 14.6.

Transfer Premium. If Landlord consents to a Transfer, as a ---------------- condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "Transfer Premium," as that term is defined in this Section 14.3, received by Tenant from such Transferee. "Transfer Premium" shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee, (iii) any brokerage commissions in connection with the Transfer and (iv) all of Tenant's legal fees and costs in connection with the Transfer. "Transfer Premium" shall also include, but not be limited to, key money, money and bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. In the calculations of the Rent (as it relates to the Transfer Premium calculated under this Section 14.3) ), and the Transferee's Rent and Quoted Rent under Section 14.2 of this Lease, the Rent paid during each annual 11 period for the Subject SpaceSpace by Tenant, and the Transferee's Rent and the Quoted Rent, shall be computed after adjusting such rent to the actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and tenant improvement allowance. For purposes of calculating any such effective rent all such concessions shall be amortized on a straight-line basis over the relevant term. The provisions of this section shall not be applicable to any Excluded Transfers under Section 14.6.

Transfer Premium. If Landlord consents to a Transfer, as a ---------------- condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "Transfer Premium," as that term is defined in this Section 14.3, received by Tenant from such Transferee. "Transfer PremiumTRANSFER PREMIUM" shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after first deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent and other economic concessions reasonably provided to the Transferee, and (iii) any brokerage commissions in connection with the Transfer and (iv) all of Tenant's reasonable legal fees and costs in connection with the TransferTransfer (collectively, the "TRANSFER CONCESSIONS"). "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. In the calculations of the Rent rent (as it relates to the Transfer Premium calculated under this Section 14.3) and the Transferee's Rent under Section 14.2 of this Lease), the Rent rent paid during each annual 11 period for the Subject Space, and the Transferee's Rent, Space shall be computed after adjusting such rent to the actual net effective rent to be paid, taking into consideration after first deducting any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and tenant improvement allowanceTransfer Concessions. For purposes of calculating any such effective rent all such concessions shall be amortized on a straight-line basis over the relevant term. The provisions of this section shall not be applicable to any Excluded Transfers under Section 14.6.

Transfer Premium. If Landlord consents to a Transfer, then as a ---------------- condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (( 50%) of any "Transfer Premium," as that term is defined in this Section 14.3, received by Tenant from such Transferee. "Transfer Premium" shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, and (ii) any free base rent reasonably provided to the Transferee, (iii) any brokerage commissions in connection with the Transfer and (iv) all of collectively, "Tenant's legal fees and costs in connection with the TransferSubleasing Costs"). "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. In the calculations The determination of the Rent (as it relates to amount of Landlord's applicable share of the Transfer Premium calculated shall be made on a monthly basis as rent or other consideration is received by Tenant under this Section 14.3the Transfer. For purposes of calculating the Transfer Premium on a monthly basis, (i) Tenant's Subleasing Costs shall be deemed to be expended by Tenant in equal monthly amounts over the entire term of the Transfer and the Transferee's Rent under Section 14.2 of this Lease, (ii) the Rent paid during each annual 11 period for the Subject Space, and the Transferee's Rent, Space by Tenant shall be computed after adjusting such rent to the actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and tenant improvement allowance. For purposes of calculating any such effective rent all such concessions shall be amortized on a straight-line basis over the relevant term. The provisions of this section shall not be applicable to any Excluded Transfers under Section 14.6.

Transfer Premium. If Landlord consents to a Transfer, as a ---------------- condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "“Transfer Premium," ” as that term is defined in this Section 14.3, received by Tenant from such Transferee. "“Transfer Premium" ” shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer Lease, on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the TransferTransfer or any improvement allowances provided to Transferee in connection therewith, (ii) any free base rent reasonably provided to the Transferee, (iii) any brokerage commissions in connection with the Transfer Transfer, and (iviii) all any costs to buy-out or takeover the previous lease of Tenant's legal fees and costs in connection with the Transfera Transferee. "“Transfer Premium" ” shall also include, but not be limited to, key money, money and bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. In the calculations of the Rent (as it relates to the Transfer Premium calculated under this Section 14.3) ), and the Transferee's ’s Rent and Quoted Rent under Section 14.2 of this Lease, the Rent paid during each annual 11 period for the Subject Space, and the Transferee's ’s Rent and the Quoted Rent, shall be computed after adjusting such rent to the actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and tenant improvement allowance. For purposes of calculating any such effective rent rent, all such concessions shall be amortized on a straight-line basis over the relevant term. The provisions of this section shall not be applicable to any Excluded Transfers under Section 14.6.

Transfer Premium. If Landlord consents to a Transfer, as a ---------------- condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "“Transfer Premium," ” as that term is defined in this Section 14.3, received by Tenant from such Transferee. "“Transfer Premium" ” shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee in connection with the Transfer (provided that such free rent shall be deducted only to the extent the same is included in the calculation of total consideration payable by such Transferee), and (iii) any brokerage commissions in connection with the Transfer and (iv) all of Tenant's legal fees and costs reasonably incurred in connection with the TransferTransfer (collectively, “Tenant’s Subleasing Costs”). "“Transfer Premium" ” shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. In the calculations Landlord shall make a determination of the Rent (as it relates to amount of Landlord’s applicable share of the Transfer Premium calculated on a monthly basis as rent or other consideration is paid by Transferee to Tenant under this Section 14.3) and the Transferee's Rent under Section 14.2 of this Lease, the Rent paid during each annual 11 period for the Subject Space, and the Transferee's Rent, shall be computed after adjusting such rent to the actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and tenant improvement allowanceTransfer. For purposes of calculating any such effective rent all such concessions the Transfer Premium on a monthly basis, Tenant’s Subleasing Costs shall be amortized on a straight-line basis deemed to be expended by Tenant in equal monthly amounts over the relevant term. The provisions entire term of this section shall not be applicable to any Excluded Transfers under Section 14.6the Transfer.

Transfer Premium. If Landlord consents to a Transfer, as a ---------------- condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "“Transfer Premium," ” as that term is defined in this Section 14.3, received by Tenant from such Transferee. "“Transfer Premium" ” shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable all expenses incurred by Tenant for (i) in making any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee, and (iii) any brokerage commissions in connection with the Transfer and (iv) all of Tenant's legal fees and costs in connection with the Transfer. "“Transfer Premium" ” shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. In the calculations of the Rent (as it relates to the Transfer Premium calculated under this Section 14.3) ), and the Transferee's Rent under Section 14.2 of this Lease’s Rent, the Rent paid during each annual 11 period for the Subject Space, and the Transferee's Rent, ’s Rent shall be computed after adjusting such rent to the actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and tenant improvement allowance. For purposes of calculating any such effective rent all such concessions shall be amortized on a straight-line basis over the relevant term. The provisions of this section shall not be applicable to any Excluded Transfers under Section 14.6.

Transfer Premium. If Landlord consents As a reasonable condition to a Landlord's consent to any Transfer, as a ---------------- condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "Transfer Premium," , as that term is defined in this Section 14.3, received by Tenant from such TransfereeSubsection 17.4.1. "Transfer Premium" shall mean means all Basic Rent, additional rent, additional rent or and other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee, (iii) any brokerage commissions in connection with the Transfer and (iv) all of Tenant's legal fees and costs in connection with the Transfer. "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, (including key money and bonus money and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. In the calculations of Transfer (Transferee Rent)), after deducting the Rent payable by Tenant under this Lease (as it relates to excluding the Transfer Premium) for the Subject Space (Tenant Rent). If part of the Transfer Premium calculated under this Section 14.3) and is payable by Transferee other than in cash, Landlord's share of that non-cash consideration shall be in a form reasonably satisfactory to Landlord. Tenant shall pay the Transferee's Transfer Premium on a monthly basis, together with its payment of Additional Rent under Section 14.2 of this LeaseArticle 5. In calculating the Transfer Premium, Tenant Rent, Transferee Rent, and Quoted Rent, the Rent paid during each annual 11 period for parties shall first adjust the Subject Space, and the Transferee's Rent, shall be computed after adjusting such rent to the actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewithconcessions, including, but not limited to, including any rent credit and tenant improvement allowance. For purposes of calculating any such the effective rent rent, all such those concessions shall be amortized on a straight-line basis over the relevant term. The provisions On Landlord's request, Tenant shall furnish a complete statement, certified by an independent certified public accountant or Tenant's chief financial officer, describing in detail the computation of this section shall not be applicable to any Excluded Transfers Transfer Premium that Tenant has derived or will derive from the Transfer. If Landlord's independent certified public accountant finds that the Transfer Premium for any Transfer has been understated, Tenant shall, within thirty (30) days after demand, pay the deficiency and Landlord's costs of that audit. If Tenant has understated the Transfer Premium by more than ten percent (10%), Landlord may, at its option, declare Tenant in material and incurable default under Section 14.622.1 notwithstanding any cure period specified in Section 22.1. *SEE ADDENDUM 17.5 Landlord's Option to Recapture Space.

Transfer Premium. If Landlord consents to a Transfer, as a ---------------- condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "Transfer Premium," as that term is defined in this Section 14.3, received by Tenant from such Transferee. "Transfer PremiumTRANSFER PREMIUM" shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee, and (iii) any brokerage commissions in connection with the Transfer and (iv) all of Tenant's legal fees and costs in connection with the Transfercollectively, "TENANT'S SUBLEASING COSTS"). "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. In the calculations The determination of the Rent (as it relates to amount of Landlord's applicable share of the Transfer Premium calculated shall be made on a monthly basis as rent or other consideration is received by Tenant under this Section 14.3the Transfer. For purposes of calculating the Transfer Premium on a monthly basis, (i) Tenant's Subleasing Costs shall be deemed to be expended by Tenant in equal monthly amounts over the entire term of the Transfer and the Transferee's Rent under Section 14.2 of this Lease, (ii) the Rent paid during each annual 11 period for the Subject Space, and the Transferee's Rent, Space by Tenant shall be computed after adjusting such rent to the actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and tenant improvement allowance. For purposes of calculating any such effective rent all such concessions shall be amortized on a straight-line basis over the relevant term. The provisions of this section shall not be applicable to any Excluded Transfers under Section 14.6.

Transfer Premium. If Landlord consents to a Transfer, as a ---------------- condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "Transfer Premium," as that term is defined in this Section SECTION 14.3, received by Tenant from such Transferee. "Transfer PremiumTRANSFER PREMIUM" shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable all expenses incurred by Tenant for (i) in making any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee, and (iii) any brokerage commissions in connection with the Transfer and (iv) all of Tenant's legal fees and costs in connection with the Transfer. "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. In the calculations of the Rent (as it relates to the Transfer Premium calculated under this Section SECTION 14.3) ), and the Transferee's Rent under Section 14.2 of this LeaseRent, the Rent paid during each annual 11 period for the Subject Space, and the Transferee's Rent, Rent shall be computed after adjusting such rent to the actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and tenant improvement allowance. For purposes of calculating any such effective rent all such concessions shall be amortized on a straight-line basis over the relevant term. The provisions of this section shall not be applicable to any Excluded Transfers under Section 14.6.

Transfer Premium. If Landlord consents to a TransferTransfer (specifically excluding events under Section 14.8 and 14.9), as a ---------------- condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "“Transfer Premium," ” as that term is defined in this Section 14.3, actually received by Tenant from such Transferee. "“Transfer Premium" ” shall mean all rent, additional rent or rent, parking charges and other consideration payable (in lieu of or in addition to rent) by such Transferee in connection with the Transfer (as opposed to the sale of Tenant’s business) in excess of the Rent and Additional Rent Rent, parking charges and other consideration payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the actual, reasonable and documented expenses incurred by Tenant for (ia) the gross revenue (exclusive of any such Transfer Premium) paid to Landlord by Tenant during the period of the sublease term or during the assignment for the Subject Space; (b) the gross revenue paid to Landlord by Tenant during the period (the “Downtime Period”) prior to the commencement of the term of the Transfer during which Tenant does not occupy the Subject Space, commencing on and after the Downtime Start Date (as defined below); (c) any changesimprovement allowance or other economic concession (space planning allowance, alterations and improvements moving expenses, etc.,) paid to the Premises sublessee or assignee or the cost of improvements constructed by Tenant in connection therewith; (d) any broker’s commission incurred by Tenant in connection with the Transfer, ; (iie) reasonable attorneys’ fees incurred by Tenant in connection with the negotiation and documentation of the Transfer; (f) any free base rent reasonably provided to lease takeover costs incurred by Tenant in connection with the Transferee, Transfer; (iiig) the costs associated with any downtime incurred by Tenant in connection with the Transfer; (h) any brokerage commissions fees charged by Landlord and incurred by Tenant in connection with the Transfer; and (i) costs of advertising and marketing such Subject Space incurred by Tenant in connection with the Transfer (collectively, “Subleasing Costs”). The “Downtime Start Date” shall mean the later of (A) the date which Tenant vacates and does not reoccupy the subject space and delivers notice of the same to Landlord, and (ivB) all the date Tenant enters into a listing agreement for the subject space with a reputable broker, and provides Landlord with notice thereof; provided, however, in no event shall the Downtime Period occur for a period which is longer than an aggregate of Tenant's legal fees and costs in connection with the Transfertwelve (12) months. "“Transfer Premium" ” shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such TransferTransfer (as opposed to the sale of Tenant’s business), and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. In the calculations The determination of the Rent (as it relates to amount of Landlord’s applicable share of the Transfer Premium calculated shall be made on a monthly basis as rent or other consideration is received by Tenant under this Section 14.3) and the Transferee's Rent Transfer. Notwithstanding anything contained herein to the contrary, under Section 14.2 of this Lease, the Rent no circumstances shall Landlord be paid during each annual 11 period any Transfer Premium until Tenant has recovered all Subleasing Costs for the such Subject Space, it being understood that if in any year the gross revenues, less the deductions set forth and the Transferee's Rentincluded in Subleasing Costs, shall be computed after adjusting such rent to the actual effective rent to be paid, taking into consideration are less than any and all leasehold concessions granted costs actually paid in connection therewithassigning or subletting the affected space (collectively, including“Transaction Costs”), but not limited to, any rent credit and tenant improvement allowance. For purposes the amount of calculating any such effective rent all such concessions the excess Transaction Costs shall be amortized on carried over to the next year and then deducted from net revenues with the procedure repeated until a straight-line basis over the relevant term. The provisions of this section shall not be applicable to any Excluded Transfers under Section 14.6Transfer Premium is achieved.

Transfer Premium. If Landlord consents to a Transfer, as a ---------------- condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "Transfer Premium," as that term is defined in this Section 14.315.3, received by Tenant from such Transferee. "Transfer Premium" shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer Lease, on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee, (iii) any brokerage commissions in connection with the Transfer and (iv) all of Tenant's legal fees and costs in connection with the Transfer. "Transfer Premium" shall also include, but not be limited to, key money, money and bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer excluding reasonable and customary brokerage commissions, attorney's fees and tenant improvement costs actually incurred by Tenant as a direct result of such Transfer. In the calculations of the Rent (as it relates to the Transfer Premium calculated under this Section 14.3) and the Transferee's Rent under Section 14.2 of this Lease15.3), the Rent paid during each annual 11 period for the Subject Space, and the Transferee's Rent, Space shall be computed after adjusting such rent to the actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and tenant improvement allowance. For purposes of calculating any such effective rent rent, all such concessions shall be amortized on a straight-line basis over the relevant term. The provisions of this section shall not be applicable to any Excluded Transfers under Section 14.6.

Transfer Premium. If Landlord consents to a Transfer, as a ---------------- condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty seventy-five percent (5075%) of any "“Transfer Premium," ” as that term is defined in this Section 14.3, received by Tenant from such Transferee. "“Transfer Premium" ” shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee, and (iii) any brokerage commissions in connection with the Transfer and (iv) all of Tenant's reasonable legal fees and costs in connection with the Transfer. "For purposes of this Section 14.3 only, when calculating the Transfer Premium" , Tenant’s Rent shall be designated as $5.50 per rentable square foot. “Transfer Premium” shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such TransferTransfer (provided Tenant may amortize such consideration over the term of the transfer to reflect the effective rate), and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. In the calculations of the Rent (as it relates to the Transfer Premium calculated under this Section 14.3) ), and the Transferee's ’s Rent and Quoted Rent under Section 14.2 of this Lease, the Rent paid during each annual 11 period for the Subject Space, and the Transferee's Rent, Quoted Rent shall be computed after adjusting such rent to the actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and tenant improvement allowance. For purposes of calculating any such effective rent all such concessions shall be amortized on a straight-line basis over the relevant term. The provisions of this section shall not be applicable to any Excluded Transfers under Section 14.6.

Transfer Premium. If Landlord consents to a Transfer, as a ---------------- condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "“Transfer Premium," ” as that term is defined in this Section 14.3, received by Tenant from such Transferee. "“Transfer Premium" ” shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises made by Tenant in connection with the Transfer, (ii) any free base rent reasonably provided to brokerage commissions paid by Tenant in connection with the TransfereeTransfer, (iii) any brokerage commissions in connection with the Transfer and (iv) all of Tenant's legal attorneys’ fees and costs incurred by Tenant in connection with the Transfer, (iv) any costs of advertising the space which is the subject of the Transfer, and (v) any review and processing fees paid to Landlord in connection with such Transfer (collectively, the “Transfer Costs”). "“Transfer Premium" ” shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assetstangible assets (as opposed to intellectual property), fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. In the calculations of the Rent (as it relates to the Transfer Premium calculated under this Section 14.3) and the Transferee's Rent under Section 14.2 of this Lease), the Rent paid during each annual 11 period for the Subject Space, and the Transferee's Rent, shall be computed after adjusting such rent to the actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and tenant improvement allowance. For purposes of calculating any such effective rent all such concessions shall be amortized on a straight-line basis over the relevant term. The provisions of this section shall not be applicable to any Excluded Transfers under Section 14.6.

Transfer Premium. If Landlord consents to a Transfer, as a condition ---------------- condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty seventy-five percent (5075%) of any "Transfer Premium," as that term is defined in this Section 14.3, received by Tenant from such Transferee. "Transfer Premium" shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any free base rent reasonably provided to the Transferee, (ii) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee, and (iii) any legal expenses and any brokerage commissions in connection with the Transfer and (iv) all of Tenant's legal fees and costs in connection with the Transfer. "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. In the calculations of the Rent (as it relates to the Transfer Premium calculated under this Section 14.3) ), and the Transferee's Rent and Quoted Rent under Section 14.2 of this Lease, the Rent paid during each annual 11 period for the Subject Space, and the Transferee's Rent and the Quoted Rent, shall be computed after adjusting such rent to the actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and tenant improvement allowance. For purposes of calculating any such effective rent all such concessions shall be amortized on a straight-line basis over the relevant term. The provisions of this section shall not be applicable to any Excluded Transfers under Section 14.6.

Transfer Premium. If Landlord consents to a Transfer, as a ---------------- condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "“Transfer Premium," ” as that term is defined in this Section 14.3, received by Tenant from such Transferee. "“Transfer Premium" ” shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, transferred after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements (including demising costs) to the Premises in connection with the TransferTransfer (or any improvement allowance provided to the Transferee by Tenant as well as the market value of furniture transferred to the transferee), (ii) any free base rent reasonably provided to the Transferee in connection with the Transfer (provided that such free rent shall be deducted only to the extent the same is included in the calculation of total consideration payable by such Transferee), and (iii) any brokerage commissions in connection with the Transfer and (iv) all of Tenant's legal fees and costs reasonably incurred in connection with the TransferTransfer (collectively, “Tenant’s Subleasing Costs”). "“Transfer Premium" ” shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. In the calculations The determination of the Rent (as it relates to amount of Landlord’s applicable share of the Transfer Premium calculated under this Section 14.3) and the Transferee's Rent under Section 14.2 of this Lease, the Rent paid during each annual 11 period for the Subject Space, and the Transferee's Rent, shall be computed after adjusting such rent to the actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and tenant improvement allowance. For purposes of calculating any such effective rent all such concessions shall be amortized made on a straight-line monthly basis over as rent or other consideration is received by Tenant under the relevant term. The provisions of this section shall not be applicable to any Excluded Transfers under Section 14.6Transfer.

Transfer Premium. If Landlord consents to a Transfer, as a ---------------- condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "Transfer Premium," as that term is defined in this Section 14.3, received by Tenant from such Transferee. "Transfer Premium" shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee in connection with the Transfer (provided that such free rent shall be deducted only to the extent the same is included in the calculation of total consideration payable by such Transferee), and (iii) any brokerage commissions in connection with the Transfer and (iv) all of Tenant's legal fees and costs reasonably incurred in connection with the TransferTransfer (collectively, "Tenant's Subleasing Costs"). "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. In the calculations The determination of the Rent (as it relates to amount of Landlord's applicable share of the Transfer Premium calculated under this Section 14.3) and the Transferee's Rent under Section 14.2 of this Lease, the Rent paid during each annual 11 period for the Subject Space, and the Transferee's Rent, shall be computed after adjusting such made on a monthly basis as rent to or other consideration is received by Tenant under the actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and tenant improvement allowanceTransfer. For purposes of calculating any such effective rent all such concessions the Transfer Premium on a monthly basis, Tenant's Subleasing Costs shall be amortized on a straight-line basis deemed to be expended by Tenant in equal monthly amounts over the relevant termentire term of the Transfer. The provisions of this section shall not be applicable to any Excluded Transfers under Section 14.6.CROSSROADS 811068.04/WLA Office Lease 375985-00061/1-24-20/cb/ejs (21) [Healthequity, Inc.]

Transfer Premium. If Landlord consents to a Transfer, as a ---------------- condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "“Transfer Premium," ” as that term is defined in this Section 14.3, actually received by Tenant from such Transferee. "“Transfer Premium" ” shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee, (iii) any brokerage commissions in connection with the Transfer and (iv) all of Tenant's legal fees and costs in connection with the Transfer. "“Transfer Premium" ” shall also include, but not be limited to, key money, money and bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. In the calculations of the Rent (as it relates to the Transfer Premium calculated under this Section 14.3) ), and the Transferee's ’s Rent and Quoted Rent under Section 14.2 of this Lease, the Rent paid during each annual 11 period for the Subject Space, and the Transferee's ’s Rent and the Quoted Rent, shall be computed after adjusting such rent to the actual effective rent to be paid, taking into consideration any and all reasonable leasehold concessions granted in connection therewith, including, but not limited to, any reasonable rent credit commissions and tenant improvement allowance, and Tenant’s reasonable third-party fees and costs by including reasonable attorneys’ fees, incurred in negotiating, documenting and consummating the Transfer. For purposes of calculating any such effective rent rent, all such concessions shall be amortized on a straight-line basis over the relevant term. The provisions of this section shall not be applicable to any Excluded Transfers under Section 14.6.

Transfer Premium. If Landlord consents to a Transfer, as a ---------------- condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "Transfer Premium," as that term is defined in this Section 14.3, Premium received by Tenant from such Transferee. "Transfer Premium" shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot RSF basis if less than all of the Premises is transferred, . The Transfer Premium shall be calculated after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations the Rent and improvements to Additional Rent actually received by Tenant under this Lease during the term of the Transfer on a per RSF basis if less than all of the Premises in connection with the Transferis transferred, (ii) any free base rent reasonably provided to the Transferee, (iii) any brokerage commissions in connection with the Transfer and Transfer, (iv) other reasonable out of pocket costs paid by Tenant (including attorney fees, advertising costs, and expenses of readying the space for occupancy by the Transferee), and (v) any reasonable consideration paid to the Transferee to induce the Transferee to consummate the Transfer (including, but not limited to, all of Tenant's legal fees and costs leasehold concessions granted in connection with the TransferTransfer and any tenant improvement allowance provided to the Transferee) (items (i) through (v), "Transfer Costs"). "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. In the calculations The determination of the Rent (as it relates to amount of Landlord's applicable share of the Transfer Premium calculated under this Section 14.3) and the Transferee's Rent under Section 14.2 of this Lease, the Rent paid during each annual 11 period for the Subject Space, and the Transferee's Rent, shall be computed after adjusting such made on a monthly basis as rent to or other consideration is received by Tenant under the actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and tenant improvement allowanceTransfer. For purposes of calculating any such effective rent all such concessions shall be amortized on a straight-line basis over the relevant term. The provisions Tenant shall pay the Transfer Premium on a monthly basis, together with its payment of this section Additional Rent. In calculating the Transfer Premium, Tenant shall not be applicable to first deduct all the Transfer Costs from any Excluded Transfers under Section 14.6Transferee Rent received.

Transfer Premium. If Landlord consents to a Transfer, as a ---------------- condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "“Transfer Premium," ” as that term is defined in this Section 14.3, . as and when received by Tenant from such Transferee. "“Transfer Premium" ” shall mean all rentRent, additional rent Additional Rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee, (iiiii) any brokerage commissions in connection with the Transfer and (iv) all of Tenant's commissions, legal fees and costs architectural fees in connection with the Transfer, and (iii) in the case of any sublease, any actual costs incurred by Tenant in separately demising the subleased space. "“Transfer Premium" ” shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. In the calculations of the Rent (as it relates to the Transfer Premium calculated under this Section 14.3) ). and the rent charged by Tenant to the Transferee (the “Transferee's Rent under Section 14.2 of this Lease, ’s Rent”) the Rent paid during each annual 11 period for the Subject Space, Space and the Transferee's Rent, ’s Rent shall be computed after adjusting such rent to the actual effective rent to be paidrent, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and tenant improvement allowance. For purposes of calculating any such effective rent all such concessions shall be amortized on a straight-line basis over the relevant term. The provisions of this section shall not be applicable to any Excluded Transfers under Section 14.6.

Transfer Premium. If Landlord consents to a Transfer, as a ---------------- condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "Transfer Premium," as that term is defined in this Section 14.3, received by Tenant from such Transferee. "Transfer Premium" shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee, and (iii) any brokerage commissions in connection with the Transfer and (iv) all of Tenant's legal fees and costs in connection with the Transfer. "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. In the calculations of the Rent (as it relates to the Transfer Premium calculated under this Section 14.3) and the Transferee's Rent under Section 14.2 of this Lease), the Rent paid during each annual 11 period for the Subject Space, and the Transferee's Rent, Space shall be computed after adjusting such rent to the actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and tenant improvement allowance. For purposes of calculating any such effective rent all such concessions shall be amortized on a straight-line basis over the relevant term. The provisions of this section shall not be applicable to any Excluded Transfers under Section 14.6.

Transfer Premium. If Landlord consents to a Transfer, as a ---------------- condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "“Transfer Premium," ” as that term is defined in this Section 14.3, received by Tenant from such Transferee. "“Transfer Premium" ” shall mean all rent, additional rent or other consideration payable actually paid by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee, (iii) any brokerage commissions in connection with the Transfer and (iv) all of Tenant's legal fees and costs in connection with the Transfer. "“Transfer Premium" ” shall also include, but not be limited to, key money, bonus money or other cash consideration in connection with such transfer paid by Transferee to Tenant in connection with such TransferTenant, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. Tenant shall make a determination of the amount of Landlord’s applicable share of the Transfer Premium on a monthly basis as rent or other consideration is paid by Transferee to Tenant under the Transfer. In the calculations of the Rent (as it relates to the Transfer Premium calculated under this Section 14.3) ), and the Transferee's ’s Rent and Quoted Rent under Section 14.2 of this Lease14.2, above, the Rent paid during each annual 11 period for the Subject SpaceSpace by Tenant, and the Transferee's ’s Rent and the Quoted Rent, shall be computed after adjusting such rent to the actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and tenant improvement allowance. For purposes of calculating any such effective rent all such concessions shall be amortized on a straight-line basis over the relevant term. The provisions of this section shall not be applicable to any Excluded Transfers under Section 14.6.

Transfer Premium. If Landlord consents to a Transfer, as a ---------------- condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty forty percent (5040%) of any "Transfer Premium," as that term is defined in this Section SECTION 14.3, received by Tenant from such Transferee. "Transfer PremiumTRANSFER PREMIUM" shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable all expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee, (iii) any brokerage commissions in connection with the Transfer Transfer, and (iv) all of Tenant's any marketing costs and legal fees fees, and (v) any other costs or concessions incurred or granted in connection with the Transfer. "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for goods or services transferred or rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred to the extent the same is a subterfuge by Tenant to Transferee in connection with such Transferavoid its obligations under this Lease. In the calculations of the Rent (as it relates to the Transfer Premium calculated under this Section SECTION 14.3) ), and the Transferee's Rent and Quoted Rent under Section SECTION 14.2 of this Lease, the Rent paid during each annual 11 period for the Subject Space, and the Transferee's Rent and the Quoted Rent, shall be computed after adjusting such rent to the actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and tenant improvement allowance. For purposes of calculating any such effective rent all such concessions shall be amortized on a straight-line basis over the relevant term. The provisions of this section shall not be applicable to any Excluded Transfers under Section 14.6.

Transfer Premium. If Landlord consents to a Transfer, as a ---------------- condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "Transfer Premium," as that term is defined in this Section 14.3, received by Tenant from such Transferee. "Transfer Premium" shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for less (i) the cost of any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee, (iii) cost of any brokerage commissions commissions, or tenant improvement allowances or other tenant inducements in connection with the Transfer Transfer, and (iviii) all of Tenant's legal reasonable attorneys' fees and costs incurred by Tenant in connection with the Transfer. "Transfer Premium" shall also include, but not be limited to, key money, money and bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. In the calculations of the Rent (as it relates to the Transfer Premium calculated under this Section 14.3) ), and the Transferee's Rent under Section 14.2 of this LeaseRent, the Rent paid during each annual 11 period for the Subject Space, and the Transferee's Rent, shall be computed after adjusting such rent to the actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and tenant improvement allowance. The determination of the amount of Landlord's applicable share of the Transfer Premium shall be made on a monthly basis as rent or other consideration is received by Tenant under the transfer. For purposes of calculating the Transfer Premium on a monthly basis, the Rent paid for the portion of the Premises to be assigned or subleased by Tenant shall be computed after adjusting such rent to the actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and improvement allowance. For purposes of calculating any such effective rent all such concessions shall be amortized on a straight-line basis over the relevant term. The provisions of this section shall not be applicable to any Excluded Transfers under Section 14.6.

Transfer Premium. If Landlord consents to a Transfer, as a ---------------- condition thereto and which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "Transfer Premium," as that term is defined in this Section 14.3, received by Tenant from such Transferee. "Transfer Premium" shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting less the reasonable expenses costs in connection with such Transfer incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfertenant improvements, (ii) any free base rent reasonably provided to the Transfereebrokerage commissions, (iii) any brokerage commissions in connection with the Transfer and (ivii) all reasonable attorneys' fees, each amortized on a straight-line basis over the term of Tenant's legal fees and costs in connection with the such Transfer. "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. In the calculations of the Rent (as it relates to the Transfer Premium calculated under this Section 14.3) ), and the Transferee's Rent under Section 14.2 of this Lease, the Rent paid during each annual 11 period for the Subject Space, and the Transferee's Rent, shall be computed after adjusting such rent to the actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and tenant improvement allowance. For purposes of calculating any such effective rent all such concessions shall be amortized on a straight-line basis over the relevant term. The provisions of this section shall not be applicable to any Excluded Transfers under Section 14.6.