Common use of Assignment or Sublease Clause in Contracts

Assignment or Sublease. 17.1 Tenant shall neither voluntarily, nor by operation of law, assign, transfer, mortgage, pledge, hypothecate or encumber this Lease or any interest therein, and shall not sublet the said Demised Premises or any part thereof, or any right or privilege appurtenant thereto, or allow any other person (the employees, agents, servants and invitees of Tenant excepted) to occupy or use the said Demised Premises, or any portion thereof, without first obtaining the written consent of Landlord. A consent to one assignment, subletting, occupation or use by any other person shall not be deemed to be a consent to any subsequent assignment, subletting, occupation or use by another person. Consent to any such assignment or subletting shall in no way relieve Tenant of any liability under this Lease or SunGard Data Systems Inc. under the Conditional Guaranty of Payment (as hereinafter defined). Any such assignment or subletting without such consent shall be void, and shall, at the option of the Landlord, constitute a default under the terms of this Lease. Landlord shall not be obligated to consider and respond to any request for consent under this paragraph unless such request is in writing, contains a full explanation of the proposal and provides sufficient information about the financial standing and experience of the proposed assignee or subtenant for Landlord to make an informed judgment. Tenant acknowledges that its sole remedy with respect to any assertion that Landlord’s failure to timely consent to any assignment or sublet is unreasonable shall be the remedy of specific performance and Tenant shall have no damage claim or further claim of any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 below. In the event of any approved assignment or sublease, all rents or other payments received by Tenant in excess of the payments due from Tenant to Landlord pursuant to this Lease may be retained by Tenant. On demand, any assignee or subtenant shall make payments directly to Landlord without, however, creating a direct Landlord-Tenant relation between them or releasing Tenant under this Lease. Landlord shall not unreasonably withhold or delay consent to an assignment or sublease, providing that Landlord determines in its reasonable discretion that such sublease or assignment does not lessen Landlord’s security, that the use of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible and is sufficiently experienced to operate the business from the Demised Premises successfully and in a manner which shall not detract from the value of the Demised Premises, that the proposed transaction does not present any environmental concerns.

Assignment or Sublease. 17.1 Tenant shall neither voluntarily, nor by operation of law, assign, transfer, mortgage, pledge, hypothecate Lessee may not assign or encumber transfer this Lease Agreement or any interest therein, and shall not sublet the said Demised Premises sublease any interest covered by this Agreement or encumber, hypothecate or otherwise give as security this Agreement or any part thereof, or any right or privilege appurtenant thereto, or allow any other person (interest therein without the employees, agents, servants and invitees of Tenant excepted) to occupy or use the said Demised Premises, or any portion thereof, without first obtaining the prior written consent of LandlordLessor, which consent shall not be unreasonably withheld. A No assignment, transfer or sublease shall be effective as against Lessor for any purpose unless Lessor shall have consented thereto in writing prior to such assignment, transfer or sublease and unless all sums due from Lessee, together with any costs to Lessor to cover reasonable legal and other expenses of Lessor in connection with such assignment, transfer or sublease, shall have been paid to Lessor. Each and every attempt to assign, transfer, sublease, encumber or hypothecate this Agreement or any interest therein in a manner contrary to that set forth herein may be deemed a default by Lessee hereunder. Lessor's consent to one assignment, sublettingtransfer or sublease by Lessee or acceptance of performance from an assignee, occupation transferee or use by any other person sublessee shall not be deemed a waiver by Lessor of the restrictions of this paragraph as to be a consent subsequent attempts to any subsequent assignmentassign, sublettingtransfer or sublease by Lessee or Lessee's heirs, occupation successors, assigns, transfers or use by another personsublessees. Consent to any such assignment or subletting shall in no way relieve Tenant of any liability under this Lease or SunGard Data Systems Inc. under As used herein, the Conditional Guaranty of Payment (as hereinafter defined). Any such assignment or subletting without such consent terms Lessor and Lessee shall be voiddeemed to include their respective heirs, successors, assigns, transferees and sublessees. The terms, conditions and covenants contained in this Agreement shall apply to, inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors. assigns, transferees and sublessees. Nothing contained herein shall limit Lessor's right to transfer and/or assign in any manner whatsoever, in whole or in part, all of its rights and obligations hereunder and in the Site, and shall, at in such event Lessor shall be released from any further obligations hereunder and the option successor-in-interest of Lessor shall have all the Landlord, constitute a default under rights and obligations hereunder and in the terms of this Lease. Landlord shall not be obligated to consider and respond to any request for consent under this paragraph unless such request is in writing, contains a full explanation of the proposal and provides sufficient information about the financial standing and experience of the proposed assignee or subtenant for Landlord to make an informed judgment. Tenant acknowledges that its sole remedy Site with respect to any assertion that Landlord’s failure to timely consent to any assignment or sublet is unreasonable shall be the remedy of specific performance and Tenant shall have no damage claim or further claim of any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 below. In the event of any approved assignment or sublease, all rents or other payments received by Tenant in excess of the payments due from Tenant to Landlord pursuant to this Lease may be retained by Tenant. On demand, any assignee or subtenant shall make payments directly to Landlord without, however, creating a direct Landlord-Tenant relation between them or releasing Tenant under this Lease. Landlord shall not unreasonably withhold or delay consent to an assignment or sublease, providing that Landlord determines in its reasonable discretion that such sublease or assignment does not lessen Landlord’s security, that the use of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible and is sufficiently experienced to operate the business from the Demised Premises successfully and in a manner which shall not detract from the value of the Demised Premises, that the proposed transaction does not present any environmental concernsLessee.

Assignment or Sublease. 17.1 Tenant shall neither voluntarily, nor by operation of law, assign, transfer, mortgage, pledge, hypothecate or encumber this Lease or any interest therein, and shall not sublet the said Demised Premises or any part thereof, or any right or privilege appurtenant thereto, or allow any other person (the employees, agents, servants and invitees of Tenant excepted) to occupy or use the said Demised Premises, or any portion thereof, without first obtaining the written consent of Landlord. A consent to one assignment, subletting, occupation or use by any other person shall not be deemed to be a consent to any subsequent assignment, subletting, occupation or use by another person. Consent to any such assignment or subletting shall in no way relieve Tenant of any liability under this Lease or SunGard Data Systems Inc. under the Conditional Guaranty of Payment (as hereinafter defined)Lease. Any such assignment or subletting without such consent shall be void, and shall, at the option of the Landlord, constitute a default under the terms of this Lease. Landlord shall not be obligated to consider and respond to any request for consent under this paragraph unless such request is in writing, contains a full explanation of the proposal and provides sufficient information about the financial standing and experience of the proposed assignee or subtenant for Landlord to make an informed judgment. Tenant acknowledges that its sole remedy with respect to any assertion that Landlord’s failure to timely consent to any assignment or sublet is unreasonable shall be the remedy of specific performance and Tenant shall have no damage claim or further claim of any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 below. In the event of any approved assignment or sublease, all rents or other payments received by Tenant in excess of the payments due from Tenant to Landlord pursuant to this Lease may be retained by Tenant. On demand, any assignee or subtenant shall make payments directly to Landlord without, however, creating a direct Landlord-Tenant relation between them or releasing Tenant under this Lease. Landlord shall not unreasonably withhold or delay consent to an assignment or sublease, providing that Landlord determines in its reasonable discretion that such sublease or assignment does not lessen Landlord’s security, that the use of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible and is sufficiently experienced to operate the business from the Demised Premises successfully and in a manner which shall not detract from the value of the Demised Premises, that the proposed transaction does not present any environmental concerns.

Assignment or Sublease. 17.1 In the event Tenant shall neither voluntarily, nor by operation of law, assign, transfer, mortgage, pledge, hypothecate or encumber desire to assign this Lease Agreement or any interest therein, and shall not sublet the said Demised Leased Premises or any part thereof, or any right or privilege appurtenant theretoTenant shall give Landlord written notice of such desire, or allow any other person (along with the employees, agents, servants and invitees of Tenant excepted) to occupy or use the said Demised Premises, or any portion thereof, without first obtaining the written consent of Landlord. A consent to one assignment, subletting, occupation or use by any other person shall not be deemed to be a consent to any subsequent assignment, subletting, occupation or use by another person. Consent to any such assignment or subletting shall in no way relieve Tenant of any liability under this Lease or SunGard Data Systems Inc. under the Conditional Guaranty of Payment (as hereinafter defined). Any such assignment or subletting without such consent shall be void, and shall, at the option of the Landlord, constitute a default under the terms of this Lease. Landlord shall not be obligated to consider and respond to any request for consent under this paragraph unless such request is in writing, contains a full explanation of the proposal and provides sufficient information about the financial standing and experience name of the proposed assignee or subtenant for Landlord sublessee and a copy of the proposed assignment or sublease instrument, at least ninety (90) days in advance of the date on which Tenant desires to make an informed judgmentsuch assignment or sublease. Landlord shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant acknowledges in writing that its sole remedy with respect Landlord elects either (i) to permit Tenant to assign or sublet such space, (ii) to refuse such request to assign or sublease such space (which refusal may be made by Landlord without regard to any assertion that Landlord’s failure commercially reasonable standard), or (iii) to timely consent terminate this Lease Agreement as to any assignment the space so affected as of the date so specified by Tenant in which event Tenant will be relieved of all obligations arising thereafter as to such space. Any rent or sublet is unreasonable shall be the remedy of specific performance and other payments otherwise due Tenant shall have no damage claim or further claim of any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 below. In the event of any approved assignment or sublease, subletting of all rents or other payments received by Tenant any portion of the Leased Premises in excess of the payments rent due from Landlord by Tenant on such space hereunder shall be payable as additional rent to Landlord pursuant by Tenant promptly upon receipt by Tenant, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. If Landlord should fail to notify Tenant in writing of such election within said thirty (30) day period, Landlord shall be deemed to have elected option (i) above. No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease may be retained Agreement. Any consent of Landlord hereunder is subject to receipt by Tenant. On demand, any assignee or subtenant shall make payments directly to Landlord without, however, creating a direct Landlord-Tenant relation between them or releasing Tenant under this Lease. Landlord shall not unreasonably withhold or delay consent to of an assignment or sublease, providing that Landlord determines in its reasonable discretion that such executed copy of the sublease or assignment does not lessen Landlord’s security, that the use of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible and is sufficiently experienced to operate the business from the Demised Premises successfully and in a manner which shall not detract from the value of the Demised Premises, that the proposed transaction does not present any environmental concernsassignment.

Assignment or Sublease. 17.1 In the event Tenant shall neither voluntarily, nor by operation of law, assign, transfer, mortgage, pledge, hypothecate or encumber desires to assign this Lease or any interest thereinincluding, and shall not without limitation, a pledge, mortgage or other hypothecation, or sublet the said Demised Premises or any part thereof, or any right or privilege appurtenant thereto, or allow any other person (the employees, agents, servants and invitees Tenant shall deliver to landlord executed counterparts of Tenant excepted) to occupy or use the said Demised Premises, or any portion thereof, without first obtaining the written consent of Landlord. A consent to one assignment, subletting, occupation or use by any other person shall not be deemed to be a consent to any subsequent assignment, subletting, occupation or use by another person. Consent to any such assignment or subletting shall in no way relieve Tenant agreement and of any liability under this Lease or SunGard Data Systems Inc. under the Conditional Guaranty of Payment (as hereinafter defined). Any such assignment or subletting without such consent shall be void, and shall, at the option of the Landlord, constitute a default under the terms of this Lease. Landlord shall not be obligated to consider and respond to any request for consent under this paragraph unless such request is in writing, contains a full explanation of the proposal and provides sufficient information about the financial standing and experience of all ancillary agreements with the proposed assignee or subtenant for Landlord subtenant, financial statements, and any additional information as reasonably required to make an informed judgment. Tenant acknowledges that its sole remedy with respect to any assertion that Landlord’s failure to timely determine whether it will consent to any assignment or sublet is unreasonable the proposed assignment/subtenant, proposed use of the Premises, rental rate and current financial statement; and upon request to Tenant, Landlord shall be given additional information as reasonably required to determine whether it will consent to the remedy of specific performance and Tenant shall have no damage claim or further claim of any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 below. In the event of any approved proposed assignment or sublease. Landlord shall then have a period of ten (10) business days following receipt of such notice within which to notify Tenant in writing that Landlord elects (i) to terminate this Lease as to the space so affected as of the date so specified by Tenant in which event Tenant will be relieved of all further obligations hereunder as to such space, all rents (ii) to permit Tenant to assign or sublet such space to the named assign subtenant on the terms and conditions set forth in the notice. If Landlord should fail to notify Tenant in writing of such election within said ten (10) business days period, Landlord shall be deemed to have elected option (ii) above. Any rent or other payments received economic consideration realized by Tenant under any such sublease and assignment in excess of the payments due from Base Rental and Additional Rental payable hereunder (including an allocation of the purchase price attributable to Tenant's Leasehold interest in the event of a sale of the Tenant's business), after the net unamortized cost of the Tenant Extra Improvements for which Tenant has itself paid, and reasonable subletting and assignment costs, shall be delivered and paid fifty percent (50%) to Landlord pursuant and fifty percent (50%) to this Lease may be retained by Tenant. On demandTenant's obligation to pay over Landlord's portion of the consideration shall constitute an obligation for additional rent hereunder. The above provisions relating to Landlord's right to terminate the lease and relating to the allocation of bonus rent are independently negotiated terms of the Lease, constitute a material inducement for the Landlord to enter into the Lease, and are agreed as between the parties to be commercially reasonable. No assignment or subletting by Tenant shall relive Tenant of any assignee or subtenant shall make payments directly to Landlord without, however, creating a direct Landlord-Tenant relation between them or releasing Tenant obligation under this Lease. Any assignment or subletting which conflicts with the provisions hereof shall be void. If Landlord exercises its option to terminate this Lease in part in the event Tenant desires to sublet or assign part of the Premises, then (a) this Lease shall end and expire, with respect to such part of the Premises, on the date upon which the proposed sublease was to commence, and (b) from and after such date, the amount and Tenants allocable share of all other costs and charges shall be adjusted, If Landlord does not exercise its option to terminate this Lease, Landlord's consent (which must be in writing and in form reasonably satisfactory to Landlord) to the proposed assignment or sublease shall not be unreasonably withhold withheld or delay consent to an assignment or subleasedelayed, providing that Landlord determines in its reasonable discretion that such sublease or assignment does not lessen Landlord’s security, that the use of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible provided and is sufficiently experienced to operate the business from the Demised Premises successfully and in a manner which shall not detract from the value of the Demised Premises, that the proposed transaction does not present any environmental concerns.upon condition that:

Assignment or Sublease. 17.1 Tenant shall neither voluntarily, nor by operation of law, assign, transfer, mortgage, pledge, hypothecate Lessee may not assign or encumber transfer this Lease Agreement or any interest therein, and shall not sublet the said Demised Premises sublease any interest covered by this Agreement or encumber, hypothecate or otherwise give as security this Agreement or any part thereof, or any right or privilege appurtenant thereto, or allow any other person (interest therein without the employees, agents, servants and invitees of Tenant excepted) to occupy or use the said Demised Premises, or any portion thereof, without first obtaining the prior written consent of LandlordLessor, which consent shall not be unreasonably withheld. A No assignment, transfer or sublease shall be effective as against Lessor for any purpose, unless Lessor shall have consented thereto in writing prior to such assignment, transfer or sublease and unless all sums due from Lessee, together with any costs to Lessor to cover reasonable legal and other expenses of Lessor in connection with such assignment, transfer or sublease, shall have been paid to Lessor. Each and every attempt to assign, sell, transfer or encumber this Agreement or any interest therein and each and every attempt to sublease any interest covered hereby in a manner contrary to that set forth in this paragraph may be deemed a default by Lessee hereunder. Lessor's consent to one assignment, sublettingtransfer or sublease by Lessee or acceptance of performance from an assignee, occupation transferee or use by any other person sublessee shall not be deemed a waiver by Lessor of the restrictions of this paragraph as to be a consent subsequent attempts to any subsequent assignmentassign, sublettingtransfer or sublet by Lessee or by Lessee's heirs, occupation successors, assigns, transferees or use by another personsublessees. Consent to any such assignment or subletting shall in no way relieve Tenant of any liability under this Lease or SunGard Data Systems Inc. under As used herein, the Conditional Guaranty of Payment (as hereinafter defined). Any such assignment or subletting without such consent terms Lessor and Lessee shall be voiddeemed to include their respective heirs, successors, assigns, transferees or sublessees. The terms, conditions and shallcovenants contained in this Agreement shall apply to, at inure to the option benefit of and be binding upon the Landlordparties hereto and their respective legal representatives, constitute a default under successors, assigns, transferees and sublessees. Lessor shall have the terms right to transfer and assign, in whole or in part, all of this Lease. Landlord its rights and obligations hereunder and in the Site and in such event Lessor shall not be obligated to consider released from any further obligations hereunder and respond to any request for consent under this paragraph unless such request is the successor-in-interest of Lessor shall have all the rights and obligations hereunder and in writing, contains a full explanation of the proposal and provides sufficient information about the financial standing and experience of the proposed assignee or subtenant for Landlord to make an informed judgment. Tenant acknowledges that its sole remedy Site with respect to any assertion that Landlord’s failure to timely consent to any assignment or sublet is unreasonable shall be the remedy of specific performance and Tenant shall have no damage claim or further claim of any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 below. In the event of any approved assignment or sublease, all rents or other payments received by Tenant in excess of the payments due from Tenant to Landlord pursuant to this Lease may be retained by Tenant. On demand, any assignee or subtenant shall make payments directly to Landlord without, however, creating a direct Landlord-Tenant relation between them or releasing Tenant under this Lease. Landlord shall not unreasonably withhold or delay consent to an assignment or sublease, providing that Landlord determines in its reasonable discretion that such sublease or assignment does not lessen Landlord’s security, that the use of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible and is sufficiently experienced to operate the business from the Demised Premises successfully and in a manner which shall not detract from the value of the Demised Premises, that the proposed transaction does not present any environmental concernsLessee.

Assignment or Sublease. 17.1 Tenant shall neither voluntarily, nor by operation of law, not assign, transfer, mortgage, pledge, hypothecate hypothecate, encumber or encumber otherwise transfer this Lease or any interest therein, and shall not sublet nor sublease the said Demised Premises whole or any part thereofof the Leased Premises, nor shall this Lease or any interest hereunder be assignable or transferable by any process or proceeding of any court, or any right or privilege appurtenant thereto, or allow any other person (the employees, agents, servants and invitees of Tenant excepted) to occupy or use the said Demised Premises, or any portion thereofotherwise, without in each case first obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld. A Any such transaction undertaken without Landlord’s prior written consent shall be null and void. In determining whether to grant consent to one Tenant’s sublease or assignment request, Landlord may consider any factor, including but not limited to the experience and business reputation of the proposed assignee or sublessee in operating a business for the uses set forth in the Lease; whether the clientele, personnel and foot traffic generated by such proposed assignee or sublessee is satisfactory to Landlord; notwithstanding that Tenant and/or others remain liable under the Lease, whether the proposed assignee or sublessee has a net worth, and financial strength and credit record, reasonably satisfactory to Landlord; use of the Leased Premises by the proposed assignee or sublessee must be identical to the use permitted by the Lease; use of the Leased Premises by the proposed assignee or sublessee will not violate or create any potential violation of any laws; whether the quality of the business to be operated or likely to be operated by the proposed assignee or sublessee is satisfactory to Landlord; and whether Landlord’s consent might result in a breach of any other lease or agreement to which Landlord is a party; and whether the product mix and target customer base of the proposed assignee or sublessee is consistent with the product mix and target customer base that Landlord is trying to maintain or achieve within Bellevue Place. No assignment, sublettingsubleasing or other transfer shall relieve Tenant of any liability under this Lease. The prohibition set forth in this Section 20 includes, occupation without limitation (and the following shall be deemed to be “assignments”): (i) a consolidation or use merger of Tenant; (ii) a change in the ownership or voting rights of more than twenty-five percent (25%) of the issued and outstanding stock of any corporate tenant; (iii) any subleasing or assignment which would otherwise occur by operation of law, merger, consolidation, reorganization, transfer or other significant change in corporate or proprietary structure; (iv) the sale, assignment or transfer of all or substantially all of the assets of Tenant, with or without the specific assignment of this Lease; and (v) a change in control in any other person partnership tenant. The acceptance by Landlord of any amounts following any transaction prohibited hereunder shall not be deemed to be a consent by Landlord nor shall the same be deemed to be a waiver of any right or remedy of Landlord hereunder. Consent to any such assignment, subleasing or other transfer shall not operate as a waiver of the necessity for consent to any subsequent assignment, sublettingsubleasing or transfer. If Landlord’s consent is requested for an assignment or sublease of all or a portion of the Leased Premises, occupation or use by another person. Consent Landlord shall have the right to any terminate this Lease with respect to that portion of the Leased Premises for which such consent is requested, at the proposed effective date of such assignment or subletting shall in no way relieve Tenant of any liability under this Lease or SunGard Data Systems Inc. under the Conditional Guaranty of Payment (as hereinafter defined). Any such assignment or subletting without such consent shall be voidsubleasing, and shall, at enter into the option relationship of the Landlord, constitute a default under the terms of this Lease. Landlord shall not be obligated to consider and respond to any request for consent under this paragraph unless such request is in writing, contains a full explanation of the proposal and provides sufficient information about the financial standing and experience of Tenant with the proposed assignee or subtenant for Landlord based on the rent (and/or other compensation) and term agreed to make an informed judgment. Tenant acknowledges that its sole remedy with respect to any assertion that Landlord’s failure to timely consent to any assignment or sublet is unreasonable shall be the remedy of specific performance and Tenant shall have no damage claim or further claim of any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 below. In the event of any approved assignment or sublease, all rents or other payments received by Tenant in excess of the payments due from Tenant to Landlord pursuant to this Lease may be retained by Tenant. On demand, any such assignee or subtenant shall make payments directly to Landlord without, however, creating a direct Landlord-Tenant relation between them or releasing Tenant under and otherwise upon the terms and conditions of this Lease. Landlord shall not unreasonably withhold or delay consent to an assignment or sublease, providing that Landlord determines in its reasonable discretion that such In connection with any sublease or assignment does not lessen Landlord’s securityassignment, that the use Tenant shall promptly provide Landlord with fully executed copies of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible all assignment, sublease and is sufficiently experienced to operate the business from the Demised Premises successfully and in a manner which shall not detract from the value of the Demised Premises, that the proposed transaction does not present any environmental concernsassumption instruments.

Assignment or Sublease. 17.1 Tenant shall neither voluntarily, nor by operation of law, assign, transfer, mortgage, pledge, hypothecate not assign or encumber its interest in this Lease or any interest therein, and shall not sublet portion of the said Demised Premises or sublease all or any part thereof, or any right or privilege appurtenant thereto, of the Premises or allow any other person or entity (the except Tenant’s authorized representatives, employees, agentsinvitees, servants and invitees of Tenant exceptedor guests) to occupy or use the said Demised Premises, all or any portion thereof, part of the Premises without first obtaining the written Landlord’s consent, which consent of Landlord. A consent to one assignment, subletting, occupation or use by any other person shall not be deemed to be a consent unreasonably withheld, conditioned or delayed. In addition to any subsequent assignmentother reasonable grounds upon which Landlord may withhold its consent, subletting, occupation or use by another person. Consent to any such assignment or subletting shall in no way relieve Tenant of any liability under this Lease or SunGard Data Systems Inc. under the Conditional Guaranty of Payment (as hereinafter defined). Any such assignment or subletting without such consent Landlord shall be void, and shall, at the option of the Landlord, constitute a default under the terms of this Lease. Landlord shall not be obligated to consider and respond to any request for deemed reasonable in withholding its consent under this paragraph unless such request is if it determines in writing, contains a full explanation of the proposal and provides sufficient information about its sole discretion that: (i) the financial standing and experience net worth of the proposed assignee or subtenant sublessee is not equal to or greater than Tenant’s financial net worth as of the date of this Lease as increased by the increase in the Consumer Price Index — Urban Wage Earners and Clerical Workers (San Francisco — Oakland — San Jose, CA) all items, (base years 1982 — 1984 = 100), if any, between the date of this Lease and the date of the assignment or sublease; (ii) the intended uses of the Premises by the proposed assignee or sublessee will constitute a violation of this Lease or any governmental law, rule, ordinance or regulation governing the Premises or would involve the storage, use or keeping of types or amounts of Hazardous Materials in, on or about the Premises materially greater or materially more hazardous than those used or generated by Xxxxxx and initially permitted hereunder; or (iii) the proposed assignee or sublessee is a tenant of Landlord or has negotiated to be a tenant of Landlord any time in the six (6) months just preceding Tenant’s request for Landlord to make an informed judgmentXxxxxxxx’s consent. Tenant acknowledges that its sole remedy with respect to any assertion that Any assignment, encumbrance or sublease without Landlord’s failure to timely written consent shall be voidable and at Landlord’s election, shall constitute a Default hereunder. Landlord’s waiver or consent to any assignment or sublet subletting shall not relieve Tenant or any assignee or sublessee from any obligation under this Lease whether or not accrued. If Tenant is unreasonable a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, or the dissolution of the partnership, shall be deemed a voluntary assignment. If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the remedy capital stock of specific performance and Tenant, or the sale of at Least 50% of the value of the assets of Tenant shall have no damage claim or further claim be deemed a voluntary assignment. The phrase “controlling percentage” means ownership of and right to vote stock possessing at least 50% of the total combined voting power of all classes of Tenant’s capital stock issued, outstanding and entitled to vote for election of directors. The preceding two sentences of this paragraph shall not apply to corporations, the stock of which is traded in a public exchange. If Landlord shall consent to any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 below. In the event of any approved assignment or subleasesublease of this Lease, fifty percent (50%) of all rents rent and other consideration payable to or other payments received by for the benefit of the Tenant from its assignees or subtenants (excluding commercially reasonable amounts paid for goods and services Tenant provided to such assignee or sublessee) in excess of the payments due from rent payable by Tenant to Landlord pursuant to under this Lease may shall be retained by Tenantpaid to Landlord, as and when such sums are due and payable and actually paid (“Bonus Rent”), provided that before any such Bonus Rent is paid to Landlord, Tenant shall be permitted to deduct therefrom its actual out-of-pocket costs and expenses in connection with such assignment or subletting associated with any real estate fees or commissions, attorneys fees and with the construction of any improvements or alterations for such sublessee or assignee. On demand, any assignee or subtenant shall make payments directly to Landlord without, however, creating a direct Landlord-If Tenant relation between them or releasing Tenant under this Lease. Landlord shall not unreasonably withhold or delay requests Xxxxxxxx’s consent to an assignment or sublease, providing that Landlord determines Tenant shall submit to Landlord, in its reasonable discretion that such sublease or assignment does not lessen Landlord’s securitywriting, that the use name of the Demised Premises will remain as proposed assignee or subtenant and the Permitted Use; nature and character of the business of the proposed assignee or subtenant, the term, use, rental rate and all other material terms and conditions of the proposed assignment or sublease, including, without limitation, evidence satisfactory to Landlord that the proposed assignee or sublessee subtenant satisfies the financial criteria set forth in the first paragraph of this Paragraph 19, thirty (30) days prior to the proposed effective date of such assignment or sublease. Tenant shall also submit to Landlord a processing fee of One Thousand Dollars ($1,000.00) as a condition to Landlord reviewing Tenant’s proposed assignment or subletting materials. Landlord shall within fifteen (15) days after Xxxxxxxx’s receipt of such written request and information either (i) consent to or refuse to consent to such assignment or sublease in writing (but no such consent to an assignment or sublease shall relieve Tenant or any guarantor of Tenant’s obligations under this Lease of any liability hereunder), (ii) in the event of a proposed assignment of this Lease or a proposed sublease of the entire Premises for the entire remaining Term of this Lease, terminate this Lease effective the first to occur of ninety (90) days following written notice of such termination or the date that the proposed assignment or proposed sublease would have come into effect. If Landlord should fail to notify Tenant in writing of its decision within such thirty (30) day period after the later of the date Landlord is financially responsible notified in writing of the proposed assignment or sublease or the date Landlord has received all required information concerning the proposed assignee or subtenant and the proposed assignment or sublease, Landlord shall be deemed to have refused to consent to such assignment or sublease, and to have elected to keep this Lease in full force and effect. If Tenant requests Xxxxxxxx’s consent to any such assignment or sublease, the assignment shall be on a form approved by Landlord, and Tenant shall pay Landlord, whether or not consent is sufficiently experienced ultimately given, any reasonable attorneys’ fees and other costs incurred in connection with the preparation, review and/or approval of such documentation, not exceed $2,500.00 per request. No interest of Tenant in this Lease shall be assignable by involuntary assignment through operation of law (including, without limitation, the transfer of this Lease by testacy or intestacy). Each of the following acts shall be considered an involuntary assignment: (a) If Tenant is or becomes bankrupt or insolvent, makes an assignment for the benefit of creditors, or institutes proceedings under the Bankruptcy Act in which Tenant is the bankrupt; or if Tenant is a partnership or consists of more than one person or entity, if any partner of the partnership or other person or entity is or becomes bankrupt or insolvent, or makes an assignment for the benefit of creditors; or (b) If a writ of attachment or execution is levied on this Lease; or (c) If in any proceeding or action to operate which Tenant is a party, a receiver is appointed with authority to take possession of the business from Premises. An involuntary assignment shall constitute a Default by Tenant and Landlord shall have the Demised Premises successfully and right to elect to terminate this Lease, in a manner which case this Lease shall not detract be treated as an asset of Tenant. No assignment or subletting, occupancy or collection of rent from any proposed assignee or sublessee shall be deemed a waiver on the part of Landlord, or the acceptance of the applicable assignee or sublessee, as applicable, as Tenant, and no such assignment or subletting shall release Tenant of Tenant’s obligations under this Lease or alter the primary liability of Tenant to pay rent and to perform all other obligations to be performed by Tenant hereunder. In the event of a Default by Tenant, Landlord may require that any assignee or sublessee remit directly to Landlord on a monthly basis, all monies due Tenant by said assignee or sublessee, and each sublease shall provide that if Xxxxxxxx gives said sublessee written notice that Tenant is in Default under this Lease, said sublessee will thereafter make all payments due under the sublease directly to or as directed by Landlord, which payments will be credited against any payments due under this Lease. Tenant hereby irrevocably and unconditionally assigns to Landlord all rents and other sums payable under any sublease of the Premises; provided, however, that Landlord hereby grants Tenant a license to collect all such rents and other sums so long as Tenant is not in Default under this Lease. Consent by Landlord to one assignment or subletting shall not be deemed consent to any subsequent assignment or subletting. In the event of default by any assignee or sublessee of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee or sublessee or successor. Landlord may consent to subsequent assignments of this Lease or sublettings or amendments or modifications to this Lease with assignees of Tenant, without notifying Tenant, or any successor of Tenant, and without obtaining its or their consent thereto and any such actions shall not relieve Tenant of liability under this Lease. Tenant hereby waives (for itself and all persons claiming under Tenant) the provisions of Civil Code Section 1995.310. Notwithstanding the terms of this Paragraph 19, Tenant may (1) effect an assignment or subletting, without Landlord’s consent or any participation by Landlord in any Bonus Rent, to any parent, subsidiary or affiliate entity which controls, is controlled by, or is under common control with, Tenant, or to any entity resulting from a merger or consolidation of Tenant, or to any person or entity which acquires all or substantially all of the assets of Tenant’s business as a going concern (a “Permitted Transferee”), provided that (a) Tenant delivers to Landlord, at least thirty (30) days prior to such transfer, written notice of same, (b) the assignee (if applicable) assumes in full the obligations of Tenant under this Lease arising after the effective date of the transfer, (c) Tenant remains fully liable under this Lease, and (d) the Guarantor, if any, executes a reaffirmation of its Guaranty in form satisfactory to Landlord, and/or (2) effect a sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of 50% or more of the value of the Demised Premisesassets of Tenant, without Landlord’s consent, provided that (a) Tenant delivers to Landlord, at least thirty (30) days prior to such sale or other transfer, written notice of same, and (b) such buyer or transferee of a controlling percentage of the proposed transaction does not present any environmental concernscapital stock of Tenant or of 50% or more of the value of the assets of Tenant has, both prior to and immediately following the acquisition of Tenant’s stock and/or assets, as applicable, a tangible net worth of at least Two Hundred Fifty Million and No/100 Dollars ($250,000,000), as shown on its most recently published, audited financial statement (or, if no such statement exists, as certified by its chief financial officer).

Assignment or Sublease. 17.1 Tenant Lessee shall neither voluntarily, nor by operation of law, have the right to transfer and assign, transferin whole or in part, mortgageits rights and obligations in the building and property that are the subject of this Lease with the following exceptions (unacceptable businesses are automotive repair, pledgerestaurant, hypothecate paint and body shop, private club, high personnel usage business or encumber business in Lessor's sole opinion not compatible with the business complex). Lessee shall not assign this Lease or any interest therein, and shall not sublet the said Demised Premises all or any part thereof, or any right or privilege appurtenant thereto, or allow any other person (of the employees, agents, servants and invitees of Tenant excepted) to occupy or use Leased Premises without the said Demised Premises, or any portion thereof, without first obtaining the prior written consent of Landlord. A Lessor which consent to one assignment, subletting, occupation or use by any other person shall not be deemed unreasonably withheld. Lessor shall have the option, upon receipt from Lessee of written request for Lessor's consent to subletting or assignment, to cancel this Lease as of the date the requested subletting or assignment is to be a consent to any subsequent assignment, subletting, occupation or use by another personeffective. Consent to any such assignment or subletting shall in no way relieve Tenant of any liability under this Lease or SunGard Data Systems Inc. under the Conditional Guaranty of Payment (as hereinafter defined). Any such assignment or subletting without such consent The option shall be voidexercised, and shallif at all, at within fifteen (15) days following Lessor's receipt of written notice by delivery to Lessee of written notice of Lessor's intention to exercise the option of the Landlord, constitute a default under the terms of this Lease. Landlord shall not be obligated to consider and respond to any request for consent under this paragraph unless such request is in writing, contains a full explanation of the proposal and provides sufficient information about the financial standing and experience of the proposed assignee or subtenant for Landlord to make an informed judgment. Tenant acknowledges that its sole remedy with respect to any assertion that Landlord’s failure to timely consent to any assignment or sublet is unreasonable shall be the remedy of specific performance and Tenant shall have no damage claim or further claim of any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 belowoption. In the event of any approved assignment or subletting, Lessee shall nevertheless at all times, remain fully responsible and liable for the payment of the rent and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. Upon the occurrence of an "event of default" as defined below, if all or any part of the Leased Premises are then assigned or sublet, Lessor, in addition to any other remedies provided by this Lease or provided by law, may, at its option, collect directly from the assignee or subtenant all rents becoming due to Lessee by reason of the assignment or sublease, and Lessor shall have a security interest in all rents or other payments received properties on the Leased Premises to secure payment of such sums. Any collection directly by Tenant in excess of Lessor from the payments due from Tenant to Landlord pursuant to this Lease may be retained by Tenant. On demand, any assignee or subtenant shall make payments directly not be construed to Landlord without, however, creating constitute a direct Landlord-Tenant relation between them notation or releasing Tenant a release of Lessee from the further performance of obligations under this Lease. Landlord shall not unreasonably withhold or delay consent to an assignment or sublease, providing that Landlord determines in its reasonable discretion that such sublease or assignment does not lessen Landlord’s security, that the use of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible and is sufficiently experienced to operate the business from the Demised Premises successfully and in a manner which shall not detract from the value of the Demised Premises, that the proposed transaction does not present any environmental concerns.

Assignment or Sublease. 17.1 Except as expressly permitted under Sections 20.3 or 20.4 hereof, Tenant shall neither voluntarily, nor by operation not do any of law, assign, transfer, mortgage, pledge, hypothecate or encumber this Lease or any interest therein, and shall not sublet the said Demised Premises or any part thereof, or any right or privilege appurtenant thereto, or allow any other person (following without the employees, agents, servants and invitees of Tenant excepted) to occupy or use the said Demised Premises, or any portion thereof, without first obtaining the prior written consent of Landlord. A consent : (i) assign, either directly or indirectly (including an assignment of Tenant’s rights hereunder occurring by merger, conversion, whether occurring directly or indirectly, or by other operation of law), sublease or delegate all or any portion of Tenant’s rights or obligations under or in respect to one assignmentthe leasehold estate created under this Lease, subletting, occupation and/or (ii) permit the use of all or use any part of the Leased Property by any persons other person than Tenant, its agents, employees and invitees, or its Affiliates and their respective agents, employees and invitees. In no event shall not any assignee or subtenant use the Leased Property for any purpose other than that permitted in Article 5.3 of this Lease without Landlord’s consent, and in no event may Leased Property be deemed used for a Prohibited Use. In the event Tenant desires to be make an assignment or enter into a consent sublease, Tenant shall deliver prior written notice thereof and thereafter Landlord shall provide Tenant with written information or any prohibited or limited uses of the Leased Property to any subsequent assignment, subletting, occupation assignee or use by another personsublessee. Consent to Tenant acknowledges that making any such assignment or subletting shall in no way relieve Tenant of any liability under this Lease or SunGard Data Systems Inc. under the Conditional Guaranty of Payment (as hereinafter defined). Any such assignment or subletting sublease without such Landlord’s prior written consent shall be void, except as set forth in Sections 20.3 or 20.4, and shallif Tenant makes any assignment or sublease without such consent. Landlord shall have the right (but not the obligation) at anytime to declare an Event of Default hereunder. Except as to a Permitted Assignment set forth in Sections 20.3 or 20.4 hereof, at Landlord may require, as a condition precedent to consenting to any assignment or sublease, that (a) the option assignee establishes to Landlord’s reasonable satisfaction such assignee’s financial ability to consistently perform the terms and obligations of this Lease, (b) the Landlord, constitute a default under assignee shall assume in writing and agree to keep and perform all of the terms of this Lease. Landlord Lease on the part of Tenant to be kept and performed and shall not be obligated and become jointly and severally liable with Tenant for the performance thereof, (c) an original counterpart of each such assignment and assumption or sublease, duly executed by Tenant and such assignee or sublessee, as appropriate, shall be delivered promptly to consider Landlord, and respond to any request (d) Tenant shall remain primarily liable, as principal rather than as surety, for consent under this paragraph unless such request is in writing, contains a full explanation the prompt payment of the proposal Rent and provides sufficient information about for the financial standing performance and experience observance of all of the proposed assignee or subtenant for Landlord covenants and conditions to make an informed judgment. be performed by Tenant acknowledges that its sole remedy with respect to any assertion that Landlord’s failure to timely consent to any assignment or sublet is unreasonable shall be the remedy of specific performance and Tenant shall have no damage claim or further claim of any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 belowhereunder. In the event of any approved Tenant desires to make a assignment or subleasesublease that requires Landlord’s consent, all rents or other payments received by Tenant in excess of the payments due from Tenant to Landlord pursuant to this Lease may be retained by Tenant. On demand, any assignee or subtenant shall make payments directly to Landlord without, however, creating a direct Landlord-Tenant relation between them or releasing Tenant under this Lease. Landlord ’s consent shall not be unreasonably withhold or delay consent to an assignment arbitrarily withheld, conditioned or sublease, providing that Landlord determines in its reasonable discretion that such sublease or assignment does not lessen Landlord’s security, that the use of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible and is sufficiently experienced to operate the business from the Demised Premises successfully and in a manner which shall not detract from the value of the Demised Premises, that the proposed transaction does not present any environmental concernsdelayed.

Assignment or Sublease. 17.1 Tenant shall neither voluntarily, nor by operation of law, assign, transfer, mortgage, pledge, hypothecate or encumber 16. Lessee covenants and agrees with Lessor that in the event Lessee should desire to assign this Lease or any interest therein, and shall not sublet the said Demised Leased Premises or any part thereof, Lessee shall give Lessor written notice of such desire at least sixty (60) days in advance of the date on which Lessee desires to make such assignment or any right sublease and naming the intended assignee or privilege appurtenant thereto, sublessee. In no event will Lessee attempt to assign the Lease or allow any other person (sublease the employees, agents, servants and invitees of Tenant excepted) to occupy or use the said Demised Premises, Premises or any portion thereof, without first obtaining the written consent of Landlord. A consent to one assignment, subletting, occupation or use by any other person shall not be deemed to be a consent thereof to any subsequent assignmentbank, sublettingfinancial services company, occupation insurance company or use similar entity which would be competitive with the businesses engaged in by another personBB&T or any of its subsidiaries or affiliates. Consent Lessor shall then have a period of thirty (30) days following receipt of such notice within which to any such assignment or subletting shall notify Lessee in no way relieve Tenant writing that Lessor elects, in its sole and absolute discretion, one of any liability under the following: (1) to terminate this Lease or SunGard Data Systems Inc. under as to the Conditional Guaranty of Payment (space so affected as hereinafter defined). Any such assignment or subletting without such consent shall be void, and shall, at the option of the Landlorddate so specified by Lessee, constitute a default under the terms in which event Lessee will be relieved of this Lease. Landlord shall not be obligated all further obligation hereunder as to consider and respond such space, or (2) to any request for consent under this paragraph unless permit Lessee to assign or sublet such request is in writingspace, contains a full explanation of the proposal and provides sufficient information about the financial standing and experience subject, however, to subsequent written approval of the proposed assignee or subtenant for Landlord sublessee by Lessor, or (3) to make an informed judgment. Tenant acknowledges that its sole remedy with respect refuse to any assertion that Landlord’s failure to timely consent to any Lessee's assignment or sublet is unreasonable subleasing such space and to continue this Lease in full force and effect as to the entire Leased Premises. If Lessor should fail to notify Lessee in writing of such election within said thirty (30) day period, Lessor shall be deemed to have elected option (3) above. For purposes of this Lease, a merger between Lessee and another party or the remedy transfer of specific performance and Tenant substantially all of the assets of Lessee to another party shall have no damage claim constitute an assignment. No assignment or further claim subletting by Lessee shall relieve Lessee of any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 below. In the event of any approved assignment or sublease, all rents or other payments received by Tenant in excess of the payments due from Tenant to Landlord pursuant to this Lease may be retained by Tenant. On demand, any assignee or subtenant shall make payments directly to Landlord without, however, creating a direct Landlord-Tenant relation between them or releasing Tenant obligation under this Lease. Landlord shall not unreasonably withhold or delay consent to an Any attempted assignment or sublease, providing that Landlord determines sublease by Lessee in its reasonable discretion that such sublease or assignment does not lessen Landlord’s security, that the use violation of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible terms and is sufficiently experienced to operate the business from the Demised Premises successfully and in a manner which covenants of this Paragraph 16 shall not detract from the value of the Demised Premises, that the proposed transaction does not present any environmental concernsbe void.

Assignment or Sublease. 17.1 a. Tenant shall neither voluntarily, nor by operation of law, assign, transfer, mortgage, pledge, hypothecate not assign or encumber its interest in this Lease or any interest therein, and shall not sublet the said Demised Premises or sublease all or any part thereof, or any right or privilege appurtenant thereto, of the Premises or allow any other person or entity (the except Tenant’s authorized representatives, employees, agentsinvitees, servants and invitees of Tenant exceptedguests or a Permitted Transferee) to occupy or use the said Demised Premises, all or any portion thereof, part of the Premises without first obtaining the written Landlord’s consent, which consent of Landlord. A consent to one assignment, subletting, occupation or use by any other person shall not be deemed to be a consent to any subsequent unreasonably withheld. Any assignment, sublettingencumbrance or sublease without Landlord’s prior written consent shall be voidable and at Landlord’s election, occupation shall constitute a default. If Tenant is a partnership, a withdrawal or use change, voluntary, involuntary or by another operation of law of any partner, or the dissolution of the partnership, shall be deemed a voluntary assignment. If Tenant consists of more than one person, a purported assignment, voluntary or involuntary or by operation of law from one person to the other shall be deemed a voluntary assignment. Consent If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least fifty percent (50%) of the value of the assets of Tenant shall be deemed a voluntary assignment. Notwithstanding the sentence immediately above, if the Tenant is a corporation, the Tenant shall be entitled to assign this Lease without Landlord’s prior written consent in the event of a reorganization of Tenant through the sale of all or a portion of Tenant’s Capital Stock by Initial Public Offering (such event shall be referred to as a transfer to a “Permitted Transferee”). In connection with any assignment, Landlord shall be entitled to require an increase in the Security Deposit to the extent that such increase should be commercially reasonable in Landlord’s discretion given the financial condition of Tenant and the assignee following such event. In connection with any Sublease, Landlord shall be entitled to hold any Security Deposit paid by Sublessee to Sublessor, which Security Deposit shall be held by Landlord in accordance with the provisions of the Sublease. Tenant shall give Landlord at least sixty (60) days prior written notice of any intended transfer to a Permitted Transferee and in connection with such transfer shall provide to Landlord copies of any documents or other information as Landlord may reasonably request. Unless otherwise expressly agreed in writing by Landlord, no assignment or subletting shall in no way relieve Tenant of any liability under this Lease or SunGard Data Systems Inc. under the Conditional Guaranty of Payment (as hereinafter defined). Any such assignment or subletting without such consent shall be void, and shall, at the option of the Landlord, constitute a default under the terms of this Lease. Landlord shall not be obligated to consider and respond to any request for consent under this paragraph unless such request is in writing, contains a full explanation of the proposal and provides sufficient information about the financial standing and experience of the proposed assignee or subtenant for Landlord to make an informed judgment. Tenant acknowledges that its sole remedy with respect to any assertion that Landlord’s failure to timely consent to any assignment or sublet is unreasonable shall be the remedy of specific performance and Tenant shall have no damage claim or further claim of any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 below. In the event of any approved assignment or sublease, all rents or other payments received by Tenant in excess of the payments due from Tenant to Landlord obligations pursuant to this Lease may be retained by Tenant. On demand, any assignee or subtenant shall make payments directly to Landlord without, however, creating a direct Landlord-Tenant relation between them or releasing Tenant under this Lease. Landlord shall not unreasonably withhold or delay consent to an assignment or sublease, providing that Landlord determines in its reasonable discretion that such sublease or assignment does not lessen Landlord’s security, that the use of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible and is sufficiently experienced to operate the business from the Demised Premises successfully and in a manner which shall not detract from the value of the Demised Premises, that the proposed transaction does not present any environmental concerns.

Assignment or Sublease. 17.1 Tenant shall neither voluntarily, nor by operation of law, assign, transfer, mortgage, pledge, hypothecate In the event Lessee should desire to assign this lease or encumber this Lease or any interest therein, and shall not sublet the said Demised Premises or any part thereof, or any right or privilege appurtenant thereto, or allow any other person Lessee agrees to give Lessor written notice of such desire (and the employees, agents, servants and invitees proposed effective date thereof) at least thirty (30) days in advance of Tenant excepted) the date on which Lessee desires to occupy or use the said Demised Premises, or any portion thereof, without first obtaining the written consent of Landlord. A consent to one assignment, subletting, occupation or use by any other person shall not be deemed to be a consent to any subsequent assignment, subletting, occupation or use by another person. Consent to any make such assignment or subletting sublease. Lessor shall then have a period of fifteen (15) days following receipt of such notice within which to notify Lessee in no way relieve Tenant of any liability under writing that Lessor elects either (i) to terminate this Lease or SunGard Data Systems Inc. under lease as to the Conditional Guaranty of Payment (space so affected as hereinafter defined). Any such assignment or subletting without such consent shall be void, and shall, at the option of the Landlorddate so specified by Lessee in which event Lessee will be relieved of all further obligation hereunder as to such space, constitute a default under the terms of or (ii) to permit Lessee to assign this Lease. Landlord shall not be obligated lease or sublet such space, subject, however, to consider and respond to any request for consent under this paragraph unless such request is in writing, contains a full explanation of the proposal and provides sufficient information about the financial standing and experience written approval of the proposed assignee or subtenant for Landlord sublessee by Lessor, and further subject to make the requirement that Lessee enter into written agreements with Lessor, and with Assignee or Sublessee, that any profit realized by Lessee as a result of such assignment or sublease (meaning the consideration agreed upon between Lessee and Assignee or the difference between the rental rate agreed upon between Lessee and Sublessee and the rent then required to be paid under this lease multiplied by the number of months in the term of the sublease, shall, to the extent such profit is immediate, be due and payable by Lessee to Lessor upon the execution of an informed judgmentassignment or sublease, and, to the extent such profit is deferred, be payable to Lessor by Assignee or Sublessee as it accrues. Tenant acknowledges that its sole remedy with respect , or (iii) to any assertion that Landlordrefuse to consent to Lessee’s failure assignment of this lease or sublease of such space and to timely continue this lease in full force and effect as to the entire Premises. If Lessor should fail to notify Lessee in writing of such election within the stated fifteen (15) day period, Lessor shall be deemed to have elected option (iii) above. No consent by Lessor to any assignment or sublet is unreasonable sublease shall be the remedy deemed to be consent to a use not permitted under this lease, to any act in violation of specific performance and Tenant shall have no damage claim this lease, or further claim of to any nature other or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 below. In the event of any approved subsequent assignment or sublease, all rents and no assignment or other payments received sublease by Tenant Lessee shall relieve Lessee of any obligation under this lease. Any attempted assignment or sublease by Lessee in excess violation of the payments due from Tenant to Landlord pursuant to this Lease may terms and covenants of Section 18 shall be retained by Tenantvoid. On demand, any assignee or subtenant shall make payments directly to Landlord without, however, creating a direct Landlord-Tenant relation between them or releasing Tenant under For the purposes of this Lease. Landlord shall , where Lessor’s consent is required, Lessor will not unreasonably withhold or delay consent to an assignment or sublease, providing that Landlord determines in its reasonable discretion that such sublease or assignment does not lessen Landlord’s security, that the use of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible and is sufficiently experienced to operate the business from the Demised Premises successfully and in a manner which shall not detract from the value of the Demised Premises, that the proposed transaction does not present any environmental concerns.consent

Assignment or Sublease. 17.1 Tenant shall neither voluntarily, nor by operation of law, assign, transfer, mortgage, pledge, hypothecate not assign or encumber its interest in this Lease or any interest therein, and shall not sublet the said Demised Premises or sublease all or any part thereof, or any right or privilege appurtenant thereto, of the Premises or allow any other person or entity (the except Tenant's authorized representatives, employees, agentsinvitees, servants and invitees of Tenant exceptedor guests) to occupy or use the said Demised Premises, all or any portion thereof, part of the Premises without first obtaining the written consent of Landlord's consent. A consent to one RIDER NO. 31 Any assignment, subletting, occupation encumbrance or use by any other person shall not be deemed to be a consent to any subsequent assignment, subletting, occupation or use by another person. Consent to any such assignment or subletting shall in no way relieve Tenant of any liability under this Lease or SunGard Data Systems Inc. under the Conditional Guaranty of Payment (as hereinafter defined). Any such assignment or subletting sublease without such Landlord's written consent shall be voidvoidable and at Landlord's election, and shallshall constitute a default. If Tenant is a partnership, at a withdrawal or change, voluntary, involuntary or by operation of law of any partner, or the option dissolution of the Landlordpartnership, constitute shall be deemed a default under voluntary assignment. If Tenant consists of more than one person, a purported assignment, voluntary or involuntary or by operation of law from one person to the terms other or to a third party shall be deemed a voluntary assignment. If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of this LeaseTenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least 25% of the value of the assets of Tenant shall be deemed a voluntary assignment. Landlord The phrase "controlling percentage" means ownership of and right to vote stock possessing at least 50% of the total combined voting power of all classes of Tenant's capital stock issued, outstanding and entitled to vote for election of directors. RIDER NO. 32 The preceding two sentences shall not be obligated apply to consider and respond to any request for consent under this paragraph unless such request corporations the stock of which is in writing, contains a full explanation of traded through an exchange or over the proposal and provides sufficient information about the financial standing and experience of the proposed assignee or subtenant for Landlord to make an informed judgmentcounter. Tenant acknowledges that its sole remedy with respect to any assertion that Landlord’s failure to timely consent to any assignment or sublet is unreasonable shall be the remedy of specific performance and Tenant shall have no damage claim or further claim of any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 belowRIDER NO. In the event of any approved assignment or sublease, all rents or other payments 33 All rent received by Tenant from its subtenants in excess of the payments due from rent payable by Tenant to Landlord pursuant to under this Lease may (allocated on a square footage basis in cases of partial subleasing) shall be retained paid to Landlord, and any sums to be paid by Tenantan assignee to Tenant in consideration of the assignment of this Lease shall be paid to Landlord. On demandIf Tenant requests Xxxxxxxx to consent to a proposed assignment or subletting, Tenant shall pay to Landlord, whether or not consent is ultimately given, $100 or Landlord's reasonable attorneys' fees incurred in connection with such request, whichever is greater. No interest of Tenant in this Lease shall be assignable by involuntary assignment through operation of law (including without limitation the transfer of this Lease by testacy or intestacy). Each of the following acts shall be considered an involuntary assignment: (a) if Tenant is or becomes bankrupt or insolvent, makes an assignment for the benefit of creditors, or institutes proceedings under the Bankruptcy Act in which Tenant is the bankrupt; or if Tenant is a partnership or consists of more than one person or entity, if any assignee partner of the partnership or subtenant shall make payments directly to Landlord withoutother person or entity is or becomes bankrupt or insolvent, however, creating or makes an assignment for the benefit of creditors; or (b) if a direct Landlord-Tenant relation between them writ of attachment or releasing Tenant under execution is levied on this Lease; or (c) if in any proceeding or action to which Tenant is a party, a receiver is appointed with authority to take possession of the Premises. Landlord An involuntary assignment shall constitute a default by Tenant and landlord shall have the right to elect to terminate this Lease, in which case this Lease shall not unreasonably withhold or delay consent to be treated as an assignment or sublease, providing that Landlord determines in its reasonable discretion that such sublease or assignment does not lessen Landlord’s security, that the use asset of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible and is sufficiently experienced to operate the business from the Demised Premises successfully and in a manner which shall not detract from the value of the Demised Premises, that the proposed transaction does not present any environmental concernsTenant.

Assignment or Sublease. 17.1 In the event Tenant shall neither voluntarily, nor by operation of law, assign, transfer, mortgage, pledge, hypothecate or encumber should desire to assign this Lease or any interest therein, and shall not sublet the said Demised Leased Premises or any part thereof, or any right or privilege appurtenant theretoTenant shall give Landlord at least thirty (30) days prior notice, or allow any other person (the employees, agents, servants and invitees of Tenant excepted) to occupy or use the said Demised Premises, or any portion thereof, without first obtaining the written consent of Landlord. A consent to one assignment, subletting, occupation or use by any other person which shall not be deemed to be a consent to any subsequent assignment, subletting, occupation or use by another person. Consent to any such assignment or subletting shall in no way relieve Tenant of any liability under this Lease or SunGard Data Systems Inc. under the Conditional Guaranty of Payment (as hereinafter defined). Any such assignment or subletting without such consent shall be void, and shall, at the option of the Landlord, constitute a default under specify the terms of this Leaseand effective date thereof. Landlord shall not be obligated have fifteen (15) days following receipt of such notice to consider and respond notify Tenant in writing that Landlord elects (a) to any request for consent under terminate this paragraph unless such request is in writing, contains a full explanation Lease as to the space so affected as of the proposal and provides sufficient information about the financial standing and experience effective date specified by Tenant in which event Tenant will be relieved on such effective date of all further obligation hereunder as to such space, (b) to permit Tenant to assign or sublet such space, subject, however, to subsequent written approval of the proposed assignee or subtenant for Landlord sublessee by Landlord, or (c) to make an informed judgment. Tenant acknowledges that its sole remedy refuse to consent (with respect reasonable cause only) to any assertion that LandlordTenant’s failure to timely consent to any proposed assignment or sublet is unreasonable shall be sublease and to continue this Lease in full force and effect as to the remedy of specific performance and entire Leased Premises, Tenant shall have no damage claim or further claim of any nature or cause of action against agrees to reimburse Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal attorneys’ fees and costs as provided expenses incurred by it in Section 51.1 below. In the event connection with its review of any approved such assignment or sublease. If Landlord should fail to notify Tenant in writing of such election within such fifteen (15) day period, all rents Landlord shall be deemed to have elected option (b) above. If Landlord elects to exercise option (b) above, Tenant agrees to provide, at its expense, direct access from the assignment or other payments received sublease space to a public corridor of the Building as well as any additional fire-safing required by applicable building codes. No assignment or subletting by Tenant in excess shall relieve Tenant of the payments due from Tenant to Landlord pursuant to this Lease may be retained by Tenant. On demand, any assignee or subtenant shall make payments directly to Landlord without, however, creating a direct Landlord-Tenant relation between them or releasing Tenant obligation under this Lease. Landlord shall not unreasonably withhold or delay consent to an Any attempted assignment or sublease, providing that Landlord determines sublease by Tenant in its reasonable discretion that such sublease or assignment does not lessen Landlord’s security, that the use violation of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible terms and is sufficiently experienced to operate the business from the Demised Premises successfully and in a manner which covenants of this paragraph shall not detract from the value of the Demised Premises, that the proposed transaction does not present any environmental concernsbe void.

Assignment or Sublease. 17.1 Tenant shall neither voluntarily, nor by operation of law, assign, transfer, mortgage, pledge, hypothecate or encumber not assign this Lease or any interest therein, and shall not sublet the said Demised Premises whole or any part thereofof the Premises (each, a “Transfer” and any assignee or any right or privilege appurtenant theretosublessee, or allow any other person (the employees, agents, servants and invitees of Tenant excepteda “Transferee”) to occupy or use the said Demised Premises, or any portion thereof, without first obtaining the Landlord’s prior written consent of Landlord. A consent to one assignment, subletting, occupation or use by any other person which shall not be deemed unreasonably withheld. To assist Landlord in determining whether to consent to a Transfer, Tenant shall submit the following to Landlord as well as any other information reasonably requested by Landlord, (i) the name, legal entity and jurisdiction of the Transferee; (ii) a description of the proposed use of the Premises; (iii) the terms of the proposed Transfer; (iv) current financial statements and the most recent filed federal income tax return of the proposed Transferee; and (v) the proposed Transfer documents. No Transfer shall affect the liability of Tenant under this Lease and Tenant and any Transferee shall be liable to Landlord for performance of Tenant’s obligations under this Lease. Consent to any Transfer shall not operate as a waiver of the necessity of a consent to any subsequent assignmentTransfer. Notwithstanding the provisions of this Section, sublettingTenant shall not be required to obtain Landlord’s consent to any of the following Transfers to related entities so long as Tenant complies with the provisions of this paragraph: Transfers to Tenant’s parent entity(ies), occupation any subsidiary of Tenant, or use an affiliate commonly controlled by another personTenant or Tenant’s parent (“Affiliates”). Consent In order for the Transfer to be effective, prior to any such assignment or subletting shall in no way relieve Transfer, Tenant must provide to Landlord a notice of the Transfer containing the full legal name and notice address of the Transferee and its relationship to Tenant, and within 10 days after the Transfer is effective, Tenant must give notice of the effective date to Landlord along with a copy of the Transfer document and, if the Transfer is an assignment, an acknowledgement by any liability under this Lease or SunGard Data Systems Inc. assignee of its assumption of the Tenant’s obligations under the Conditional Guaranty of Payment (as hereinafter defined). Any such assignment or subletting without such consent shall be void, and shall, at the option of the Landlord, constitute a default under the terms of this Lease. Landlord Tenant shall not be obligated to consider and respond to also provide any request for consent under this paragraph unless such request is in writing, contains a full explanation of the proposal and provides sufficient information about the financial standing and experience of the proposed assignee or subtenant for evidence reasonably requested by Landlord to make an informed judgment. prove the relationship between Tenant acknowledges that its sole remedy with respect to any assertion that Landlord’s failure to timely consent to any assignment or sublet is unreasonable shall be and the remedy of specific performance and Tenant shall have no damage claim or further claim of any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 below. In the event of any approved assignment or sublease, all rents or other payments received by Tenant in excess of the payments due from Tenant to Landlord pursuant to this Lease may be retained by Tenant. On demand, any assignee or subtenant shall make payments directly to Landlord without, however, creating a direct Landlord-Tenant relation between them or releasing Tenant under this Lease. Landlord shall not unreasonably withhold or delay consent to an assignment or sublease, providing that Landlord determines in its reasonable discretion that such sublease or assignment does not lessen Landlord’s security, that the use of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible and is sufficiently experienced to operate the business from the Demised Premises successfully and in a manner which shall not detract from the value of the Demised Premises, that the proposed transaction does not present any environmental concernstransferee.

Assignment or Sublease. 17.1 Tenant Landlord shall neither voluntarily, nor by operation of law, have the right to transfer and assign, transferin whole or in part, mortgage, pledge, hypothecate or encumber this Lease or any interest therein, its rights and shall not sublet obligations in the said Demised Premises or any part thereof, or any right or privilege appurtenant thereto, or allow any other person (building and property that are the employees, agents, servants and invitees of Tenant excepted) to occupy or use the said Demised Premises, or any portion thereof, without first obtaining the written consent of Landlord. A consent to one assignment, subletting, occupation or use by any other person shall not be deemed to be a consent to any subsequent assignment, subletting, occupation or use by another person. Consent to any such assignment or subletting shall in no way relieve Tenant of any liability under this Lease or SunGard Data Systems Inc. under the Conditional Guaranty of Payment (as hereinafter defined). Any such assignment or subletting without such consent shall be void, and shall, at the option of the Landlord, constitute a default under the terms subject of this Lease. Landlord Without Landlord’s prior written consent, which shall not be obligated to consider and respond to any request for consent under unreasonably withheld or delayed, Tenant will neither assign this paragraph unless such request is Lease in writing, contains a full explanation whole or in part nor sublease all or part of the proposal Premises. If Tenant requests Landlord to consent to a specific assignment or sublease, Tenant will give Landlord (i) the name and provides sufficient information about the financial standing and experience address of the proposed assignee or subtenant for Landlord to make an informed judgment. Tenant acknowledges that its sole remedy with respect to any assertion that Landlord’s failure to timely consent to any assignment or sublet is unreasonable shall be subtenant; (ii) a copy of the remedy of specific performance and Tenant shall have no damage claim or further claim of any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 below. In the event of any approved proposed assignment or sublease; (iii) reasonably satisfactory information about the nature, all rents or other payments received by Tenant in excess business and business history of the payments due from Tenant to Landlord pursuant to this Lease may be retained by Tenant. On demand, any assignee or subtenant shall make payments directly and its proposed use of the Premises; and (iv) banking, financial or other credit information, and references, about the proposed assignee or subtenant sufficient to enable the Landlord without, however, creating a direct to determine the financial responsibility and character of the proposed assignee or subtenant. Landlord-Tenant relation between them or releasing Tenant under this Lease. Landlord shall not unreasonably withhold or delay ’s consent to an assignment or subleasesublease will not be effective until: a fully executed copy of the instrument of assignment or sublease has been delivered to the Landlord; in the case of an assignment, providing that Landlord determines has received a written instrument in its reasonable discretion that such sublease or assignment does not lessen which assignee has assumed and agreed to perform all Tenant’s obligations in this Lease; and a Five Hundred Dollar ($500) transfer fee. Landlord’s security, that consent to an Assignment or Sublease will not release the use of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible and is sufficiently experienced to operate the business Tenant from the Demised Premises successfully payment and performance of its obligations in a manner the Lease, but rather, Tenant and its assignee will be jointly and severally primarily liable for such payment and performance. For purposes of this Lease, the following transactions will also constitute an assignment which shall not detract from require the value of the Demised Premises, that the proposed transaction does not present any environmental concerns.Landlord’s prior written consent:

Assignment or Sublease. 17.1 Tenant Lessor shall neither voluntarily, nor by operation of law, have the right to transfer and assign, transferin whole or in part, mortgage, pledge, hypothecate or encumber its rights and obligations in the building and property that are the subject of this Lease. Lessee shall not assign this Lease or any interest therein, and shall not sublet the said Demised Premises all or any part thereofof the Premises without Lessor’s prior written consent which consent will not be unreasonably withheld or delayed. The transfer of a majority of shares, or partnership interests, or any right other beneficial interests in the Lessee in Lessee will be deemed an assignment in violation of this Lease. Without limiting the generality of the foregoing, Lessor shall have the option, upon receipt from Lessee of written request for Lessor’s consent to subletting or privilege appurtenant theretoassignment, setting forth the date that the requested subletting or allow assignment is to be effective, to cancel this Lease as of such date. The option shall be exercised, if at all, within fifteen (15) days following Lessor’s receipt of such written request by delivery to Lessee of written notice of Lessor’s intention to exercise the option. Notwithstanding the foregoing or any other person (provision contained herein to the employeescontrary, agents, servants Lessor acknowledges and invitees of Tenant excepted) to occupy or use the said Demised Premises, or any portion thereof, without first obtaining the written consent of Landlord. A consent to one assignment, subletting, occupation or use by any other person shall not be deemed to be a consent to any subsequent assignment, subletting, occupation or use by another person. Consent to any such assignment or subletting shall in no way relieve Tenant of any liability agrees that Lessee may assign its interest under this Lease or SunGard Data Systems Inc. sublet all or any portion of the Premises to any entity controlling or controlled by or under common control with Lessee or any successor to Lessee by purchase, merger, consolidation or reorganization (hereinafter, collectively referred to as a “Permitted Transfer”); provided (i) Lessee is not then in default under this Lease beyond any applicable notice and cure period, (ii) the Conditional Guaranty of Payment (as hereinafter defined). Any such Premises are not in any way adversely affected by the assignment or subletting without such consent shall be void, and shall, at the option of the Landlord, constitute a default under the terms of this Lease. Landlord shall not be obligated to consider and respond to any request for consent under this paragraph unless such request is in writing, contains a full explanation of the proposal and provides sufficient information about the financial standing and experience of the proposed assignee or subtenant for Landlord to make an informed judgment. Tenant acknowledges that its sole remedy with respect to any assertion that Landlord’s failure to timely consent to any assignment or sublet is unreasonable shall be the remedy of specific performance and Tenant shall have no damage claim or further claim of any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 belowsubletting. In the event of any approved assignment of subletting, Lessee shall nevertheless at all times remain fully responsible and liable for the payment of the rent and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. In the event of any sublease or assignment of all or any portion of the Premises where the rent in the sublease or assignment exceeds the rent or pro rate portion of the rent, as the case may be, for such space in the Lease, Lessee shall pay the Lessor monthly, as additional rent, at the same time as the monthly installments or rent hereunder, one-half (1/2) of the excess rent paid for the sublease or assignment over the rent in this Lease applicable to the subleased or assigned space. Lessor’s approval of any subtenant or assignee is conditioned upon there being no additional compliance required with all laws, rules and regulations of any governmental authority required of either the Lessor or the Lessee and such approval shall create no responsibility or liability on the part of the Lessor for any non-compliance with laws, rules and regulations of any governmental authority. Upon the occurrence of an “event of default” as defined below, if all or any part of the Premises are then assigned or sublet, Lessor, in addition to any other remedies provided by this Lease or provided by law, may at its option, collect directly from the assignee or subtenants all rents becoming due to Lessee by reason of the assignment or sublease, and Lessor shall have a security interest in all rents or other payments received properties on the Premises to secure payment of such sums. Any collection directly by Tenant in excess of the payments due Lessor from Tenant to Landlord pursuant to this Lease may be retained by Tenant. On demand, any assignee or subtenant shall make payments directly not be construed to Landlord without, however, creating constitute a direct Landlord-Tenant relation between them novation or releasing Tenant a release of Lessee from the further performance of its obligations under this Lease. Landlord shall not unreasonably withhold or delay consent to an assignment or sublease, providing that Landlord determines in its reasonable discretion that such sublease or assignment does not lessen Landlord’s security, that the use of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible and is sufficiently experienced to operate the business from the Demised Premises successfully and in a manner which shall not detract from the value of the Demised Premises, that the proposed transaction does not present any environmental concerns.

Assignment or Sublease. 17.1 Tenant shall neither voluntarily, nor by operation of law, not assign, transfer, mortgage, pledgeencumber or otherwise transfer this Lease or sublet the whole or any part of the Premises without in each case first obtaining Landlord's prior written consent. Such consent shall not be unreasonably withheld or delayed except: (1) Landlord may withhold its consent if the assignee, hypothecate subtenant or encumber other transferee will not use the Premises for office purposes consistent with the maintenance and operation of a Class A office building or the Building; (2) Landlord may withhold in its absolute and sole discretion consent to any mortgage, hypothecation, pledge or other encumbrance of any interest in this Lease or the Premises by Tenant or any subtenant, whereby this Lease or any interest thereintherein becomes collateral for any obligation of Tenant; and (3) Landlord may withhold its consent to the extent Landlord determines necessary to comply with a public or private restriction on use of the Premises, and the Building or the Land contained in any statute or ordinance or any lease, mortgage, or other agreement or instrument by which the Landlord is bound or to which any of such property is subject. No such assignment, sublease or other transfer shall relieve Tenant from any liability under this Lease. Consent to any such assignment, subletting or transfer shall not sublet operate as a waiver of the said Demised Premises or any part thereof, or any right or privilege appurtenant thereto, or allow any other person (the employees, agents, servants and invitees of Tenant excepted) to occupy or use the said Demised Premises, or any portion thereof, without first obtaining the written consent of Landlord. A consent to one assignment, subletting, occupation or use by any other person shall not be deemed to be a necessity for consent to any subsequent assignment, subletting or transfer. In lieu of granting any such consent, Landlord reserves the right to notify Tenant within five (5) days of receipt of Tenant's request for Landlord's consent that Landlord intends to terminate this Lease or, in the case of a subletting of less than all the Premises, to terminate this Lease with respect to such portion of the Premises, as of the proposed effective date of such subletting or assignment, in which event Tenant may withdraw its request for consent by so notifying Landlord within five (5) days of Landlord's notice of intent to terminate, or Tenant may allow Landlord to terminate this Lease, in which case Landlord may enter into the relationship of landlord and tenant with such proposed assignee or subtenant (subject to the agreement of such proposed assignee or subtenant) based upon the Rent and other compensation and terms agreed to by such subtenant or assignee and otherwise upon the terms and conditions of this Lease. In connection with each request for an assignment or subletting, occupation or use by another person. Consent to any Tenant shall pay $500.00 for the cost of processing such assignment or subletting subletting, including attorneys' fees, upon demand of Landlord. Tenant shall provide Landlord with copies of all assignments, subleases and assumption instruments. If Tenant is a partnership, conversion of Tenant to a limited liability company or partnership or to a corporation (or to another entity by which the parties in no way Tenant would be relieved of liability to any creditors of Tenant) shall constitute an assignment for purposes of this Section. The foregoing to the contrary notwithstanding, Landlord's consent shall not be required for any sublease or assignment by Tenant to a subsidiary or affiliate of Tenant so long as such subsidiary's or affiliate's use of the Premises is consistent with the maintenance and operation of a Class A office building along the Interstate 90 corridor in the City of Bellevue, Washington. A subsidiary or affiliate of Tenant shall mean an entity which controls, is controlled by or is under common control with Tenant. No such assignment, sublease or other transfer shall relieve Tenant of from any liability under this Lease or SunGard Data Systems Inc. under the Conditional Guaranty of Payment (as hereinafter defined). Any such assignment or subletting without such consent shall be void, and shall, at the option of the Landlord, constitute a default under the terms of this Lease. Landlord shall not be obligated to consider and respond to any request for consent under this paragraph unless such request is in writing, contains a full explanation of the proposal and provides sufficient information about the financial standing and experience of the proposed assignee or subtenant for Landlord to make an informed judgment. Tenant acknowledges that its sole remedy with respect to any assertion that Landlord’s failure to timely consent to any assignment or sublet is unreasonable shall be the remedy of specific performance and Tenant shall have no damage claim or further claim One-half (1/2) of any nature sums or cause of action against Landlord other economic consideration received by Tenant as a result of Landlord’s actions in refusing to timely consentsuch assignment or subletting, except a claim for legal fees and costs as provided in Section 51.1 below. In however denominated under the event of any approved assignment or sublease, all rents which exceed, in the aggregate, (i) the Rent and Additional Rent Tenant is obligated to pay Landlord under this Lease over the same period (prorated to reflect obligations allocable to any portion of the Premises subleased), plus (ii) any customary real estate brokerage commissions or other payments received fees paid by Tenant in excess of the payments due from Tenant to Landlord pursuant to this Lease may be retained by Tenant. On demand, any assignee or subtenant shall make payments directly to Landlord without, however, creating a direct Landlord-Tenant relation between them or releasing Tenant under this Lease. Landlord shall not unreasonably withhold or delay consent to an unrelated licensed broker or agent to procure such assignment or sublease, providing that shall be paid to Landlord determines in its reasonable discretion that such sublease as Additional Rent under this Lease as and when the same are paid to Tenant without affecting or assignment does not lessen Landlord’s security, that the use reducing any other obligations of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible and is sufficiently experienced to operate the business from the Demised Premises successfully and in a manner which shall not detract from the value of the Demised Premises, that the proposed transaction does not present any environmental concernsTenant hereunder.

Assignment or Sublease. 17.1 Tenant Lessee shall neither voluntarily, nor by operation of law, have the right to transfer and assign, transferin whole or in part, mortgageits rights and obligations in the building and property that are the subject of this Lease with the following exceptions (unacceptable businesses are automotive repair, pledgerestaurant, hypothecate paint and body shop, private club, high personnel usage business or encumber business in Lessor's sole opinion not compatible with the business complex). Lessee shall not assign this Lease or any interest therein, and shall not sublet the said Demised Premises all or any part thereof, or any right or privilege appurtenant thereto, or allow any other person (of the employees, agents, servants and invitees of Tenant excepted) to occupy or use Leased Premises without the said Demised Premises, or any portion thereof, without first obtaining the prior written consent of Landlord. A Lessor which consent to one assignment, subletting, occupation or use by any other person shall not be deemed unreasonably withheld. Lessor shall have the option, upon receipt from Lessee of written request for Lessor's consent to subletting or assignment, to cancel this Lease as of the date the requested subletting or assignment is to be a consent to any subsequent assignment, subletting, occupation or use by another personeffective. Consent to any such assignment or subletting shall in no way relieve Tenant of any liability under this Lease or SunGard Data Systems Inc. under the Conditional Guaranty of Payment (as hereinafter defined). Any such assignment or subletting without such consent The option shall be voidexercised, and shallif at all, at within fifteen (15) days following Lessor's receipt of written notice by delivery to Lessee of written notice of Lessor's intention to exercise the option of the Landlord, constitute a default under the terms of this Lease. Landlord shall not be obligated to consider and respond to any request for consent under this paragraph unless such request is in writing, contains a full explanation of the proposal and provides sufficient information about the financial standing and experience of the proposed assignee or subtenant for Landlord to make an informed judgment. Tenant acknowledges that its sole remedy with respect to any assertion that Landlord’s failure to timely consent to any assignment or sublet is unreasonable shall be the remedy of specific performance and Tenant shall have no damage claim or further claim of any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 belowoption. In the event of any approved assignment or subletting, Lessee shall nevertheless at all times, remain fully responsible and liable for the payment of the rent and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. Upon the occurrence of an "event of default' as defined below, if all or any part of the Leased Premises are then assigned or sublet, Lessor, in addition to any other remedies provided by this Lease or provided by law, may, at its option, collect directly from the assignee or subtenant all rents becoming due to Lessee by reason of the assignment or sublease, and Lessor shall have a security interest in all rents or other payments received properties on the Leased Premises to secure payment of such sums. Any collection directly by Tenant in excess of Lessor from the payments due from Tenant to Landlord pursuant to this Lease may be retained by Tenant. On demand, any assignee or subtenant shall make payments directly not be construed to Landlord without, however, creating constitute a direct Landlord-Tenant relation between them notation or releasing Tenant under a release of Lessee from the further performance of obligations wider this Lease. Landlord shall not unreasonably withhold or delay consent to an assignment or sublease, providing that Landlord determines in its reasonable discretion that such sublease or assignment does not lessen Landlord’s security, that the use of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible and is sufficiently experienced to operate the business from the Demised Premises successfully and in a manner which shall not detract from the value of the Demised Premises, that the proposed transaction does not present any environmental concerns.

Assignment or Sublease. 17.1 Tenant shall neither voluntarilynot assign this Lease, nor by operation of lawor any interest herein, assign, transfer, or mortgage, pledge, encumber, hypothecate or encumber this Lease otherwise transfer or sublet or allow any interest thereinother person, and shall not sublet firm or corporation to use or occupy the said Demised Premises Premises, or any part thereof, or any right or privilege appurtenant thereto, or allow any other person (without the employees, agents, servants and invitees of Tenant excepted) to occupy or use the said Demised Premises, or any portion thereof, without first obtaining the prior written consent of Landlord. A , which consent to one assignment, subletting, occupation or use by any other person shall not be deemed unreasonably withheld or denied; provided however that Landlord shall have the right to be a apply such tests and make such investigations as it deems reasonable and necessary in determining the acceptability of any proposed assignee or subtenant, and without limiting the generality of the foregoing, such tests may include the financial background and business history; provided further that Tenant shall provide to Landlord such information as Landlord may reasonably require to enable it to determine the acceptability of the proposed assignee or subtenant, including information concerning all of the foregoing matters, and Landlord shall have no obligation to consent to any subsequent assignment, subletting, occupation or use by another person. Consent to any such assignment or subletting shall in unless it has received from Tenant (at no way relieve Tenant of any liability under this Lease cost or SunGard Data Systems Inc. under expense to Landlord) the Conditional Guaranty of Payment most recent financial statements (as hereinafter defined). Any such assignment or subletting without such consent shall be void, audited if and shall, at to the option of the Landlord, constitute a default under the terms of this Lease. Landlord shall not be obligated to consider and respond to any request for consent under this paragraph unless such request is in writing, contains a full explanation of the proposal and provides sufficient information about the financial standing and experience extent available) of the proposed assignee or subtenant and such other information as Landlord reasonably requires (all of the foregoing information is herein sometimes collectively referred to as the "Proposed Transfer Information"). It shall be reasonable for Landlord to make an informed judgment. Tenant acknowledges that withhold its sole remedy with respect to any assertion that Landlord’s failure to timely consent to any assignment or sublet sublease if (i) Tenant is unreasonable shall be the remedy of specific performance and Tenant shall have no damage claim or further claim of any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 below. In the event of any approved assignment or sublease, all rents or other payments received by Tenant in excess of the payments due from Tenant to Landlord pursuant to default under this Lease may be retained by Tenant. On demandbeyond any applicable notice and cure period, any assignee or subtenant shall make payments directly to Landlord without, however, creating a direct Landlord-Tenant relation between them or releasing Tenant under this Lease. Landlord shall not unreasonably withhold or delay consent to an assignment or sublease, providing that Landlord determines in its reasonable discretion that such sublease or assignment does not lessen Landlord’s security, that the use of the Demised Premises will remain as the Permitted Use; that (ii) the proposed assignee or sublessee is financially responsible a tenant in the Project and is sufficiently experienced to operate Landlord can accommodate such tenant's space needs in the business from Project, (iii) the Demised Premises successfully financial responsibility, nature of business, and in a manner which shall not detract from the value character of the Demised Premisesproposed assignee or subtenant are not all reasonably satisfactory to Landlord, it being agreed that the net worth and credit rating of Tenant shall be taken into account by Landlord in its review of the financial responsibility of the proposed transaction does assignee or subtenant, (iv) in the reasonable judgment of Landlord the purpose for which the assignee or subtenant intends to use the Premises (or a portion thereof) is not present any environmental concerns.in keeping with Landlord's standards for the Building or are in violation of the terms of this Lease or any

Assignment or Sublease. 17.1 A. Consent by Landlord: -35- Except as specifically provided in Section 18.E below, Tenant shall neither may not voluntarily, nor involuntarily or by operation of law, assign, transfer, mortgage, pledge, hypothecate sell or encumber otherwise transfer all or any part of Tenant’s interest in this Lease or in the Premises, cause or permit any part of the Premises to be sublet, occupied or used by anyone other than Tenant, or permit any person to succeed to any interest therein, and shall not sublet in this Lease or the said Demised Premises or any part thereof, or any right or privilege appurtenant thereto, or allow any other person (all of the employees, agents, servants and invitees of Tenant exceptedforegoing being a “Transfer”) to occupy or use without the said Demised Premises, or any portion thereof, without first obtaining the express written consent of Landlord. A In the event Tenant desires to effectuate a Transfer, Tenant shall deliver to Landlord (i) executed counterparts of any agreement and of all ancillary agreements with the proposed transferee, (ii) current financial statements of the transferee covering the preceding three (3) years, (iii) the nature of the proposed transferee’s business to be carried on in the Premises, (iv) a statement outlining all consideration to be given on account of the Transfer, and (v) a current financial statement of Tenant. Landlord may condition its approval of any Transfer on receipt of a certification from both Tenant and the proposed transferee of all consideration to be paid to Tenant in connection with such Transfer. At Landlord’s request, Tenant shall also provide additional information reasonably required by Landlord to determine whether it will consent to one assignmentthe proposed Transfer. Landlord shall have a fifteen (15) day period following receipt of all the foregoing within which to notify Tenant in writing that Landlord elects to: (i) other than with respect to a Permitted Transfer, sublettingterminate this Lease as to the portion of the Premises proposed to be transferred, occupation if the portion of the Premises proposed for Transfer, together with any portion of the affected Building then subject to another Transfer, is for more than fifty percent (50%) (cumulatively, for the proposed Transfer and all other Transfers then in effect and made within the thirty six (36) month period before Tenant’s request for consideration of the proposed Transfer) of the rentable square footage of such Building, and the Transfer then under consideration is for more than seventy five percent (75%) of the remaining Lease Term (not taking into account Option Terms which have not yet commenced); (ii) permit Tenant to Transfer such space to the named transferee on the terms and conditions set forth in the notice; or use by any other person (iii) refuse consent. If Landlord should fail to notify Tenant in writing of such election within the fifteen (15) day period, Landlord shall not be deemed to be a have elected option (iii) above (i.e. refused consent); provided, however that if after such fifteen (15) day period Tenant delivers another written notice to Landlord requesting consent to any subsequent assignmentthe proposed Transfer together with the information required to be submitted in connection with the Transfer, sublettingsuch notice states that it is a second notice as to which if Landlord does not respond within seven (7) business days Landlord will be deemed to have granted its consent, occupation or use by another person. Consent and Landlord has confirmed to any Tenant that Landlord received such assignment or subletting shall in no way relieve second notice and the submitted Transfer information, then if Landlord fails to respond to Tenant within seven (7) business days after delivery of any liability under this Lease or SunGard Data Systems Inc. under the Conditional Guaranty second notice and Landlord’s confirmation of Payment (as hereinafter defined). Any such assignment or subletting without such consent receipt Landlord shall be void, and shall, at the option of the Landlord, constitute a default under the terms of this Lease. Landlord shall not be obligated deemed to consider and respond have consented to any request for consent under this paragraph unless such request is in writing, contains a full explanation of the proposal and provides sufficient information about the financial standing and experience of the proposed assignee or subtenant for Landlord to make an informed judgment. Tenant acknowledges that its sole remedy with respect to any assertion that Landlord’s failure to timely consent to any assignment or sublet is unreasonable shall be the remedy of specific performance and Tenant shall have no damage claim or further claim of any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 belowTransfer. In the event of any approved assignment or subleaseLandlord elects option (i) above, all rents or other payments received by Tenant in excess this Lease shall expire with respect to such part of the payments due Premises which is the subject of the proposed Transfer on the date upon which the proposed Transfer was to commence, and from Tenant such date forward, Base Monthly Rent shall be adjusted based on the proportion that the rentable area of the Premises remaining (taking into account its allocable share of the Amenities Building square footage) bears to the total rentable area of the Premises (taking into account its allocable share of the Amenities Building Square footage) before exercise of Landlord’s election to terminate, and Tenant’s Allocable Share of all other costs and charges shall be adjusted in accordance with Section 9.E based upon the remaining rentable area of the Premises. In the event Landlord pursuant does not elect option (i) above, Landlord’s consent to this Lease may the proposed Transfer shall not be retained by Tenant. On demandunreasonably withheld, any assignee conditioned or subtenant shall make payments directly delayed, provided and upon the condition that: (i) the proposed transferee is engaged in a business that is limited to Landlord without, however, creating a direct Landlord-Tenant relation between them or releasing Tenant the use expressly permitted under this Lease; (ii) the proposed transferee is a company with sufficient financial worth and management ability to undertake the financial obligation of this Lease in the case of an assignment (or in the case of a Transfer of less than all of Tenant’s interest in this Lease or a sublease, the financial obligations under such Transfer) and Landlord has been furnished with reasonable proof thereof; (iii) the proposed transfer agreement, if it is a sublease, conforms to the requirements of Section 18.I below or if it is an assignment, is in a form reasonably satisfactory to Landlord; (iv) the proposed Transfer will not result in there being greater than one (1) subtenants or other occupants (not including employees) on any floor within a Building at any time during the Lease Term; (v) Tenant reimburses Landlord on demand for all reasonable costs that may be incurred by Landlord in connection with said Transfer, including the costs of making investigations as to the acceptability of the proposed transferee and legal costs incurred in connection with the granting or denial of any requested consent not to exceed Two Thousand Five Hundred Dollars ($2,500); and (vi) Tenant shall not have advertised or publicized in any way the availability of the Premises without prior notice to Landlord. In the event all or any one of the foregoing conditions are not satisfied (without limiting other factors that may be considered or conditions that may be imposed by Landlord in connection with a requested Transfer), Landlord shall be considered to have acted reasonably if it withholds its consent. Tenant shall not unreasonably hypothecate, mortgage, pledge or otherwise encumber Tenant’s interest in this Lease or the Premises or otherwise use the Lease as a security device in any manner without the consent of Landlord, (all of the foregoing being an “Hypothecation”) which consent Landlord may withhold in its sole and absolute discretion. Tenant shall reimburse Landlord on demand for any reasonable costs that may be incurred by Landlord in connection with an Hypothecation, including legal costs incurred in connection with the granting or delay denial of any requested consent. Landlord’s consent to one or more Transfers or Hypothecations shall not operate to waive Tenant’s obligation to obtain Landlord’s consent to other Transfers or Hypothecations nor constitute consent to an assignment or subleaseother Transfer following foreclosure of any permitted lien, providing that Landlord determines mortgage or other encumbrance. If Tenant is a corporation, limited liability company, unincorporated association, partnership or other legal entity, the sale, assignment, cancellation, surrender, exchange, conversion or any other transfer or hypothecation of any stock, membership or other ownership interest in such entity (whether occurring at one time or over a period of time) in the aggregate of more than fifty percent (50%) (determined cumulatively) shall be deemed an assignment of this Lease; in the case of a partnership, any withdrawal or substitution (whether occurring at one time or over a period of time) of any partners owning fifty percent (50%) or more (cumulatively) of the partnership, or the dissolution of the partnership shall be deemed an assignment of this Lease; provided that, subject to Section 18.D below, the foregoing provisions of this sentence shall not apply to a transfer of stock in a corporation whose stock is publicly traded on a public stock exchange. If Tenant is an entity, any sale of all or substantially all of its reasonable discretion that such sublease assets shall be deemed an assignment of this Lease. If Tenant is a corporation whose stock is not publicly traded on a public stock exchange, any dissolution, merger, consolidation or assignment does not lessen Landlord’s security, reorganization of Tenant shall be deemed a Transfer. Tenant acknowledges and agrees that the use provision of this Section 18 are not unreasonable standards or conditions for purposes of Section 1951.4 of the Demised Premises will remain California Civil Code, as the Permitted Use; that the proposed assignee amended from time to time, under bankruptcy laws, or sublessee is financially responsible and is sufficiently experienced to operate the business from the Demised Premises successfully and in a manner which shall not detract from the value of the Demised Premises, that the proposed transaction does not present for any environmental concernsother purpose.

Assignment or Sublease. 17.1 Tenant shall neither voluntarily, nor by operation of law, not assign, transfer, mortgage, pledgeencumber or otherwise transfer this Lease or sublet the whole or any part of the Premises without in each case first obtaining Landlord's prior written consent. Such consent shall not be unreasonably withheld except: (1) Landlord may withhold its consent if in Landlord's judgment occupancy by any proposed assignee, hypothecate subtenant or encumber other transferee: (i) is not consistent with the maintenance and operation of a first-class office building due to the nature of the proposed occupant's business or the manner of conducting its business or its experience or reputation in the community, or (ii) is likely to cause disturbance to the normal use and occupancy of the Building; (2) Landlord may withhold in its absolute and sole discretion, consent to any mortgage, hypothecation, pledge or other encumbrance of any interest in this Lease or the Premises by Tenant or any subtenant, whereby this Lease or any interest thereintherein becomes collateral for any obligation of Tenant; and (3) Landlord may withhold its consent to the extent Landlord determines necessary to comply with a restriction on use of the Premises, and shall not sublet the said Demised Premises Building or the Land contained in any part thereoflease, mortgage, or other agreement or instrument by which the Landlord is bound or to which any right or privilege appurtenant thereto, or allow any other person (the employees, agents, servants and invitees of Tenant excepted) to occupy or use the said Demised Premises, or any portion thereof, without first obtaining the written consent of Landlordsuch property is subject. A consent to one No such assignment, subletting, occupation subletting or use by any other person transfer shall not be deemed to be a consent to any subsequent assignment, subletting, occupation or use by another person. Consent to any such assignment or subletting shall in no way relieve Tenant of any liability under this Lease Lease. Consent to any such assignment, subletting or SunGard Data Systems Inc. under the Conditional Guaranty of Payment (transfer shall not operate as hereinafter defined). Any such assignment or subletting without such consent shall be void, and shall, at the option a waiver of the Landlordnecessity for consent to any subsequent assignment, constitute subletting or transfer. In lieu of granting any such consent, Landlord reserves the right to terminate this Lease or, in the case of a default under subletting of less than all the Premises, to terminate this Lease with respect to such portion of the Premises, as of the proposed effective date of such subletting or assignment, in which event Landlord may enter into the relationship of landlord and tenant with such proposed assignee or subtenant based upon the Rent and other compensation and terms agreed to by such subtenant or assignee and otherwise upon the terms and conditions of this Lease. In addition, if during the first two years of the Term Tenant enters into a sublease approved by Landlord, the term of which sublease is two (2) years or more, Landlord shall not be obligated entitled to consider and respond retain all consideration payable by the subtenant under such sublease to any request for consent the extent such consideration exceeds the consideration payable by Tenant under this paragraph unless such request is in writing, contains a full explanation of the proposal and provides sufficient information about the financial standing and experience of the proposed assignee or subtenant for Landlord to make an informed judgment. Tenant acknowledges that its sole remedy Lease with respect to any assertion that Landlord’s failure to timely consent to any assignment or sublet is unreasonable shall be the remedy of specific performance and Tenant shall have no damage claim or further claim of any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consentarea subleased, except a claim for legal fees and costs as provided in Section 51.1 belowprorated based on the area subleased. In the event of any approved assignment or sublease, all rents or other payments received by Tenant in excess of the payments due from Tenant to Landlord pursuant to this Lease may be retained by Tenant. On demand, any assignee or subtenant shall make payments directly to Landlord without, however, creating a direct Landlord-Tenant relation between them or releasing Tenant under this Lease. Landlord shall not unreasonably withhold or delay consent to an assignment or sublease, providing that Landlord determines in its reasonable discretion that such sublease or assignment does not lessen Landlord’s security, that the use of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible and is sufficiently experienced to operate the business from the Demised Premises successfully and in a manner which shall not detract from the value of the Demised Premises, that the proposed transaction does not present any environmental concerns.connection with each request for an

Assignment or Sublease. 17.1 Tenant shall neither voluntarilynot, nor by operation without written consent of lawLandlord, in each case, assign, transfer, mortgage, pledgepledge or otherwise encumber or dispose of this Lease, hypothecate or encumber this Lease or any interest therein, and shall not sublet the said Demised Premises Property, or any part thereof, or permit the Property to be occupied by other persons. Such consent may be withheld for any right or privilege appurtenant theretoreason. If this Lease is assigned, or allow any other person (if the employees, agents, servants and invitees of Tenant excepted) to occupy or use the said Demised PremisesProperty, or any portion part thereof, without first obtaining the written consent of Landlord. A consent to one assignment, subletting, occupation be subject or use occupied by any other person shall person, firm, office or corporation, with or without written permission of Landlord, it will not be deemed to be a consent to any subsequent assignment, subletting, occupation or use by another person. Consent to any such assignment or subletting shall in no way relieve Tenant of any liability obligations under the terms of this Lease and if sublet, assigned or SunGard Data Systems Inc. under occupied without the Conditional Guaranty of Payment (as hereinafter defined). Any such assignment or subletting without such consent shall be voidLandlord's permission, and shallthis Lease may, at the option of the Landlord, constitute be terminated by a default under seven (7) day written notice. Notwithstanding the terms prohibition set forth above, Tenant shall have the right, without Landlord's consent, at any time during the Initial Term or Renewal Terms of this Lease. Landlord , to assign or otherwise transfer this Lease and its rights hereunder to (i) any entity controlling, controlled by, or under common control with Tenant, or (ii) any entity into or with which Tenant may be merged or consolidated or (iii) any entity which shall not be obligated to consider and respond a successor of Tenant or to any request for consent under this paragraph unless such request entity which has acquired or is in writing, contains a full explanation acquiring ownership or control of the proposal business and provides sufficient information about assets of Tenant at the financial standing and experience Property. Notwithstanding the prohibition set forth above, Tenant shall have the right, without Landlord's consent, at any time during the Initial Term or Renewal Terms of this Lease, to sublet a portion of the proposed assignee or subtenant for Landlord to make an informed judgment. Tenant acknowledges that its sole remedy with respect Property to any assertion that entity controlling, controlled by, or under common control with Tenant. Unless expressly agreed to by Landlord’s failure to timely consent to , any assignment or sublet is unreasonable shall be the remedy of specific performance and Tenant shall have no damage claim or further claim of any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 below. In the event of any approved assignment or sublease, all rents or other payments received by Tenant in excess of the payments due from Tenant to Landlord pursuant to this Lease may be retained by Tenant. On demand, any assignee or subtenant paragraph shall make payments directly to Landlord without, however, creating a direct Landlord-not release Tenant relation between them or releasing Tenant from its obligations under this Lease. Landlord shall not unreasonably withhold or delay consent to an assignment or sublease, providing that Landlord determines in its reasonable discretion that such sublease or assignment does not lessen Landlord’s security, that the use of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible and is sufficiently experienced to operate the business from the Demised Premises successfully and in a manner which shall not detract from the value of the Demised Premises, that the proposed transaction does not present any environmental concerns.

Assignment or Sublease. 17.1 Tenant shall neither voluntarily, nor by operation of law, not assign, transfer, mortgage, pledge, hypothecate hypothecate, encumber or encumber otherwise transfer this Lease or any interest therein, and shall not sublet nor sublease the said Demised Premises whole or any part thereofof the Leased Premises, nor shall this Lease or any interest hereunder be assignable or transferable by any process or proceeding of any court, or any right or privilege appurtenant thereto, or allow any other person (the employees, agents, servants and invitees of Tenant excepted) to occupy or use the said Demised Premises, or any portion thereofotherwise, without in each case first obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld. A Any such transaction undertaken without Landlord’s prior written consent shall be null and void. In determining whether to grant consent to one Tenant’s sublease or assignment request, Landlord may consider any factor, including but not limited to the experience and business reputation of the proposed assignee or sublessee in operating a business for the uses set forth in the Lease; whether the clientele, personnel and foot traffic generated by such proposed assignee or sublessee is satisfactory to Landlord; notwithstanding that Tenant and/or others remain liable under the Lease, whether the proposed assignee or sublessee has a net worth, and financial strength and credit record, reasonably satisfactory to Landlord; use of the Leased Premises by the proposed assignee or sublessee must be identical to the use permitted by the Lease; use of the Leased Premises by the proposed assignee or sublessee will not violate or create any potential violation of any laws; whether the quality of the business to be operated or likely to be operated by the proposed assignee or sublessee is satisfactory to Landlord; and whether Landlord’s consent might result in a breach of any other lease or agreement to which Landlord is a party; and whether the product mix and target customer base of the proposed assignee or sublessee is consistent with the product mix and target customer base that Landlord is trying to maintain or achieve within Bellevue Place. No assignment, sublettingsubleasing or other transfer shall relieve Tenant of any liability under this Lease. The prohibition set forth in this Section 20 includes, occupation without limitation (and the following shall be deemed to be “assignments”): (i) a consolidation or use merger of Tenant; (ii) a change in the ownership or voting rights of more than twenty-five percent (25%) of the issued and outstanding stock of any corporate tenant; (iii) any subleasing or assignment which would 0xx Xxxxx Lease otherwise occur by operation of law, merger, consolidation, reorganization, transfer or other significant change in corporate or proprietary structure; (iv) the sale, assignment or transfer of all or substantially all of the assets of Tenant, with or without the specific assignment of this Lease; and (v) a change in control in any other person partnership tenant. The acceptance by Landlord of any amounts following any transaction prohibited hereunder shall not be deemed to be a consent by Landlord nor shall the same be deemed to be a waiver of any right or remedy of Landlord hereunder. Consent to any such assignment, subleasing or other transfer shall not operate as a waiver of the necessity for consent to any subsequent assignment, sublettingsubleasing or transfer. If Landlord’s consent is requested for an assignment or sublease of all or a portion of the Leased Premises, occupation or use by another person. Consent Landlord shall have the right to any terminate this Lease with respect to that portion of the Leased Premises for which such consent is requested, at the proposed effective date of such assignment or subletting shall in no way relieve Tenant of any liability under this Lease or SunGard Data Systems Inc. under the Conditional Guaranty of Payment (as hereinafter defined). Any such assignment or subletting without such consent shall be voidsubleasing, and shall, at enter into the option relationship of the Landlord, constitute a default under the terms of this Lease. Landlord shall not be obligated to consider and respond to any request for consent under this paragraph unless such request is in writing, contains a full explanation of the proposal and provides sufficient information about the financial standing and experience of Tenant with the proposed assignee or subtenant for Landlord based on the rent (and/or other compensation) and term agreed to make an informed judgment. Tenant acknowledges that its sole remedy with respect to any assertion that Landlord’s failure to timely consent to any assignment or sublet is unreasonable shall be the remedy of specific performance and Tenant shall have no damage claim or further claim of any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 below. In the event of any approved assignment or sublease, all rents or other payments received by Tenant in excess of the payments due from Tenant to Landlord pursuant to this Lease may be retained by Tenant. On demand, any such assignee or subtenant shall make payments directly to Landlord without, however, creating a direct Landlord-Tenant relation between them or releasing Tenant under and otherwise upon the terms and conditions of this Lease. Landlord shall not unreasonably withhold or delay consent to an assignment or sublease, providing that Landlord determines in its reasonable discretion that such In connection with any sublease or assignment does not lessen Landlord’s securityassignment, that the use Tenant shall promptly provide Landlord with fully executed copies of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible all assignment, sublease and is sufficiently experienced to operate the business from the Demised Premises successfully and in a manner which shall not detract from the value of the Demised Premises, that the proposed transaction does not present any environmental concernsassumption instruments.

Assignment or Sublease. 17.1 Tenant shall neither voluntarily, nor by operation of law, assign, transfer, mortgage, pledge, hypothecate or encumber this Lease or any interest therein, and shall not Lessee may sublet the said Demised Premises or any part thereof, or any right or privilege appurtenant thereto, or allow any other person (the employees, agents, servants and invitees of Tenant excepted) to occupy or use the said Demised Premises, all or any portion thereofof the Premises or assign its interest in this Lease, without first obtaining provided that Lessee obtains the prior written consent of LandlordLessor. A Lessor shall not unreasonably withhold, condition or delay its consent to such an assignment or subletting, including any customary assignment or sublease documents. Lessor's consent to one assignment, subletting, occupation assignment or use by any other person subletting shall not be deemed a consent to one assignment or subletting shall not be deemed a consent to any subsequent assignment, subletting, occupation or use by another person. Consent to any such assignment or subletting shall in no way relieve Tenant of any liability under this Lease or SunGard Data Systems Inc. under the Conditional Guaranty of Payment (as hereinafter defined)subletting. Any such assignment or subletting without such the prior written consent of Lessor shall be void, void and shall, at the option of the LandlordLessor, constitute a default under the terms of terminate this Lease. Landlord shall not be obligated to consider and respond to If Lessor holds an interest in any request for consent under this paragraph unless such request is in writing, contains a full explanation portion of the proposal security delivered to Lessor under Section 1.9 above and provides sufficient information about the financial standing and experience of the proposed assignee or subtenant for Landlord to make an informed judgment. Tenant acknowledges that its sole remedy with respect to any assertion that Landlord’s failure to timely consent to Lessee enters into any assignment or sublet is unreasonable shall be sublease during the remedy last five (5) years of specific performance and Tenant shall have no damage claim or further claim the Lease Term, then fifty percent (50%) of any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 below. In the event of any approved assignment or sublease, all rents or other payments received by Tenant Lessee in excess of the payments Base Rent then due from Tenant to Landlord pursuant to this Lease may be retained and payable by Tenant. On demand, any assignee or subtenant shall make payments directly to Landlord without, however, creating a direct Landlord-Tenant relation between them or releasing Tenant Lessee under this Lease, the cost of Lessee's maintenance and repair obligations under this Lease and the costs and expenses incurred by Lessee to assign or sublease the Premises shall be delivered to Lessor. Landlord shall If Lessor does not unreasonably withhold or delay consent hold an interest in any portion of the security delivered to an Lessor under Section 1.9 above due to Lessee's satisfaction of the conditions set forth therein and Lessee enters into any assignment or sublease, providing that Landlord determines in its reasonable discretion that such sublease or assignment does not lessen Landlord’s security, that during the use last five (5) years of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible and is sufficiently experienced to operate the business from the Demised Premises successfully and Lease Term, then fifty percent (50%) of all rents received by Lessee in a manner which shall not detract from the value excess of the Demised PremisesBase Rent then due and payable by Lessee under this Lease, that the proposed transaction does not present any environmental concernscost of Lessee's maintenance and repair obligations under this Lease, the cost of Lessee's insurance obligations under this Lease, the cost of Lessee's property tax obligations under this Lease and the costs and expenses incurred by Lessee to assign or sublease the Premises shall be delivered to Lessor.

Assignment or Sublease. 17.1 Tenant shall neither voluntarily, nor by operation of law, not assign, transfer, mortgage, pledge, hypothecate encumber or encumber otherwise transfer this Lease or any interest therein, and shall not nor sublet the said Demised Premises whole or any part thereof, or any right or privilege appurtenant thereto, or allow any other person (of the employees, agents, servants and invitees of Tenant excepted) to occupy or use the said Demised Premises, or any portion thereof, Premises without in each case first obtaining the Landlord's written consent of which may be withheld at Landlord's sole discretion. A consent to one No such assignment, subletting, occupation subletting or use by any other person transfer shall not be deemed to be a consent to any subsequent assignment, subletting, occupation or use by another person. Consent to any such assignment or subletting shall in no way relieve Tenant of any liability under this Lease. Consent to any such assignment, subletting or other transfer shall not operate as a waiver of the necessity for consent to any subsequent assignment, subletting or transfer. If such consent is requested, Landlord reserves the right to terminate this Lease, or, if consent is requested for subletting less than the entire Premises, to terminate this Lease with respect to the portion for which such consent is requested, at the proposed effective date of such subletting, in which event Landlord shall enter into the relationship of landlord and tenant with any such subtenant or SunGard Data Systems Inc. under assignee, based on the Conditional Guaranty rent (and/or other compensation) and the term agreed to by such subtenant or assignee and otherwise upon the terms and conditions of Payment (as hereinafter defined)this Lease. Any such Each request for an assignment or subletting without must be accompanied by a processing fee of $250 in order to reimburse Landlord for expenses, including attorneys fees, incurred in connection with such consent request. If Tenant is a corporation, any transfer of this Lease by merger, consolidation or liquidation, or any change in the ownership of, or power to vote, a majority of its outstanding voting stock, shall be voidconstitute an assignment for the purpose of this Section. If Tenant is a partnership, and shallany transfer of this Lease by merger, consolidation, liquidation, dissolution, or any change in the ownership of a majority of the partnership interests shall constitute an assignment for the purpose of this Section. Notwithstanding anything to the contrary in the foregoing, Tenant shall have the right to assign or sublease to related entities, provided that at least 50% of the general partnership interests in each related entity are owned by the same people who own at least 50% of the general partnership interests in Tenant at the option time of the Landlord, constitute a default under the terms execution of this Lease. Landlord shall not be obligated to consider and respond to any request for consent under this paragraph unless such request is in writing, contains a full explanation of the proposal and provides sufficient information about the financial standing and experience of the proposed assignee or subtenant for Landlord to make an informed judgment. Tenant acknowledges that has given its sole remedy with respect to any assertion that Landlord’s failure to timely consent to any assignment or sublet is unreasonable shall be the remedy of specific performance and Tenant shall have no damage claim or further claim of any nature or cause of action against Landlord as a result of Landlord’s actions in refusing subleasing to timely consentCable, except a claim for legal fees and costs as provided in Section 51.1 below. In the event of any approved assignment or sublease, all rents or other payments received by Tenant in excess of the payments due from Tenant to Landlord pursuant to this Lease may be retained by Tenant. On demand, any assignee or subtenant shall make payments directly to Landlord without, however, creating a direct Landlord-Tenant relation between them or releasing Tenant under this Lease. Landlord shall not unreasonably withhold or delay consent to an assignment or sublease, providing that Landlord determines in its reasonable discretion that such sublease or assignment does not lessen Landlord’s security, that the use of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible and is sufficiently experienced to operate the business from the Demised Premises successfully and in a manner which shall not detract from the value of the Demised Premises, that the proposed transaction does not present any environmental concernsXxxxx & Xxxxxx.

Assignment or Sublease. 17.1 Landlord shall have the right to transfer and assign, in whole or in part, its rights and obligation in the Building and property that are the subject of this lease. Tenant shall neither voluntarily, nor by operation of law, assign, transfer, mortgage, pledge, hypothecate not assign this lease or encumber this Lease or any interest therein, and shall not sublet the said Demised Premises all or any part thereof, or any right or privilege appurtenant thereto, or allow any other person (of the employees, agents, servants and invitees of Tenant excepted) to occupy or use Leased Premises with out the said Demised Premises, or any portion thereof, without first obtaining the prior written consent of Landlord. A , which consent to one assignment, subletting, occupation or use by any other person shall not be deemed unreasonably withheld, conditioned or delayed. Tenant shall have the right to be a consent to any subsequent assignment, subletting, occupation or use by another person. Consent to any such assignment or subletting shall in no way relieve Tenant of any liability under assign this Lease or SunGard Data Systems Inc. under without the Conditional Guaranty of Payment (as hereinafter defined). Any such assignment or subletting without such prior written consent shall be void, and shall, at the option of the Landlord, constitute a default under the terms of this Lease. Landlord shall not be obligated to consider and respond to any request for consent under this paragraph unless such request is in writing, contains a full explanation of the proposal and provides sufficient information about the financial standing and experience of if the proposed assignee or subtenant sublessee is, and continues to be, an Affiliate of the Tenant, or is an entity resulting from the merger or consolidation of the Tenant with or into such entity. Landlord shall have the option, upon receipt from Tenant of a written request for Landlord's consent to subletting or assignment, to cancel this Lease as of that date which is thirty (30) days from receipt by Landlord of the request from Tenant to sublet or assign. The option of Landlord to make cancel the Lease, as provided for above, shall be exercised, if at all, within fifteen (15) days following Landlord's receipt of such written notice, by delivering written notice of Landlord's intention to exercise the option to so cancel this Lease. In the event Tenant seeks the consent of Landlord to an informed judgmentassignment or subleasing of the Leased Premises, Tenant shall furnish or cause to be furnished to Landlord such financial data, credit information, trade or business information and other information respecting the proposed assignee or sublessee as Landlord may reasonably request in form and content reasonably satisfactory to Landlord. Tenant acknowledges shall ensure that its sole remedy parking space requirements for assignee or sublessee will be in accordance with respect to any assertion that Landlord’s failure to timely consent to any assignment or sublet is unreasonable shall be the remedy of specific performance and Tenant shall have no damage claim or further claim of any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided parking space allotment stated in Section 51.1 below6 (c). In the event of any approved assignment or subletting permitted by Landlord, Tenant nevertheless at all times, shall remain fully responsible and liable for the payment of the rent and for compliance with all of Tenant's other obligations under the terms, provisions and covenants of this lease. Upon the occurrence of an "event of default" as defined below, if all or any part of the Leased Premises are then assigned or sublet. Landlord, in addition to any other remedies provided by this lease or provided by law, may at its option, collect directly from the assignee or subtenant all rents becoming due to Tenant by reason of the assignment or sublease, and Landlord shall have a security interest in all rents or other payments received properties on the Leased Premises to secure payment of such sums. Any collection directly by Tenant in excess of Landlord from the payments due from Tenant to Landlord pursuant to this Lease may be retained by Tenant. On demand, any assignee or subtenant shall make payments directly not be construed to Landlord without, however, creating constitute a direct Landlord-novation or a release of Tenant relation between them or releasing Tenant from the further performance of its obligations under this Lease. Landlord shall not unreasonably withhold or delay consent to an assignment or sublease, providing that Landlord determines in its reasonable discretion that such sublease or assignment does not lessen Landlord’s security, that the use of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible and is sufficiently experienced to operate the business from the Demised Premises successfully and in a manner which shall not detract from the value of the Demised Premises, that the proposed transaction does not present any environmental concerns.lease,

Assignment or Sublease. 17.1 Tenant shall neither voluntarilynot assign the whole or any part of the leased premises, nor by operation of law, assign, transfer, mortgage, pledge, hypothecate or encumber shall this Lease or any interest therein, and shall not sublet the said Demised Premises thereunder be assignable or transferable by operation of law or any part thereofprocess or proceeding of any court, or any right or privilege appurtenant thereto, or allow any other person (the employees, agents, servants and invitees of Tenant excepted) to occupy or use the said Demised Premises, or any portion thereofotherwise, without first obtaining the prior written consent of Landlord. A , which consent to one assignment, subletting, occupation or use by any other person shall not be deemed unreasonably withheld or delayed by Landlord. Any assignment or sublease without Landlord's prior written consent shall, at Landlord's option, be void. Notwithstanding anything to the contrary in this Section 11. 1, Tenant shall have the right to assign this lease (upon written notice to Landlord, but without Landlord's consent) to an entity controlled by, controlling or under common control with Tenant, or to an entity which acquires all or substantially all of the assets of Tenant. Each assignment to which there has been consent shall be by an instrument in writing in a form satisfactory to Landlord, and shall be executed by the transferor, assignor, sublessor, licensor, concessionaire, hypothecator or mortgagor and the transferee, assignee, sublessee, licensee, concessionaire or mortgagee in such instance, as the case may be and each such transferee, assignee, sublessee, licensee, concessionaire or mortgagee shall agree in writing for the benefit of the Landlord herein to assume, to be a bound by, and to perform the terms, covenants, and conditions of this Lease to be done, kept and performed by Tenant, including the payment of all amounts due or to become due under this Lease directly to Landlord. One (1) executed copy of such written instrument shall be delivered to Landlord. Failure to first obtain in writing Landlord's consent or failure to comply with the provisions of this Section shall operate to prevent any subsequent assignmentsuch Assignment from becoming effective. If Tenant assigns its interest in this Lease, or sublets the leased premises, then the rent due hereunder shall be increased, effective as of the date of such assignment or subletting, occupation to the rental payable by the assignee or use by another personsublessee pursuant to such assignment or sublease, if greater than the rent otherwise due hereunder. Consent to any In no event shall the monthly rental after such assignment or subletting shall be less than the monthly rental specified in no way relieve Tenant of any liability under this Lease or SunGard Data Systems Inc. under the Conditional Guaranty of Payment (as hereinafter defined). Any such assignment or subletting without such consent shall be void, and shall, at the option of the Landlord, constitute a default under the terms of this Lease. Landlord shall not be obligated to consider and respond to any request for consent under this paragraph unless such request is in writing, contains a full explanation of the proposal and provides sufficient information about the financial standing and experience of the proposed assignee or subtenant for Landlord to make an informed judgmentArticle III hereof. Tenant acknowledges that its sole remedy with respect to any assertion that Landlord’s failure to timely consent to any assignment or sublet is unreasonable shall be the remedy of specific performance and Tenant shall have no damage claim or further claim of any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for also pay all legal fees and other costs as provided incurred by Landlord in Section 51.1 below. In the event connection with Landlord's consideration of any approved assignment Tenant's request for approval of assignments or sublease, all rents or other payments received by Tenant in excess of the payments due from Tenant to Landlord pursuant to this Lease may be retained by Tenant. On demand, any assignee or subtenant shall make payments directly to Landlord without, however, creating a direct Landlord-Tenant relation between them or releasing Tenant under this Lease. Landlord shall not unreasonably withhold or delay consent to an assignment or sublease, providing that Landlord determines in its reasonable discretion that such sublease or assignment does not lessen Landlord’s security, that the use of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible and is sufficiently experienced to operate the business from the Demised Premises successfully and in a manner which shall not detract from the value of the Demised Premises, that the proposed transaction does not present any environmental concernssubleases.

Assignment or Sublease. 17.1 Tenant shall neither voluntarily, nor by operation of law, not assign, transfer, mortgage, pledge, hypothecate hypothecate, encumber or encumber otherwise transfer this Lease or any interest therein, and shall not sublet nor sublease the said Demised Premises whole or any part thereofof the Leased Premises, nor shall this Lease or any interest hereunder be assignable or transferable by any process or proceeding of any court, or any right or privilege appurtenant thereto, or allow any other person (the employees, agents, servants and invitees of Tenant excepted) to occupy or use the said Demised Premises, or any portion thereofotherwise, without in each case first obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld. A Any such transaction undertaken without Landlord’s prior written consent shall be null and void. In determining whether to grant consent to one Tenant’s sublease or assignment request, Landlord may consider any factor, including but not limited to the experience and business reputation of the proposed assignee or sublessee in operating a business for the uses set forth in the Lease; whether the clientele, personnel and foot traffic generated by such proposed assignee or sublessee is satisfactory to Landlord; notwithstanding that Tenant and/or others remain liable under the Lease, whether the proposed assignee or sublessee has a net worth, and financial strength and credit record, reasonably satisfactory to Landlord; use of the Leased Premises by the proposed assignee or sublessee must be identical to the use permitted by the Lease; use of the Leased Premises by the proposed assignee or sublessee will not violate or create any potential violation of any laws; whether the quality of the business to be operated or likely to be operated by the proposed assignee or sublessee is satisfactory to Landlord; and whether Landlord’s consent might result in a breach of any other lease or agreement to which Landlord is a party; and whether the product mix and target customer base of the proposed assignee or sublessee is consistent with the product mix and target customer base that Landlord is trying to maintain or achieve within Bellevue Place, No assignment, sublettingsubleasing or other transfer shall relieve Tenant of any liability under this Lease. The prohibition set forth in this Section 20 includes, occupation without limitation (and the following shall be deemed to be “assignments”): (i) a consolidation or use merger of Tenant; (ii) a change in the ownership or voting rights of more than twenty-five percent (25%) of the issued and outstanding stock of any corporate tenant; (iii) any subleasing or assignment which would otherwise occur by operation of law, merger, consolidation, reorganization, transfer or other significant change in corporate or proprietary structure; (iv) the sale, assignment or transfer of all or substantially all of the assets of Tenant, with or without the specific assignment of this Lease; and (v) a change in control in any other person partnership tenant. The acceptance by Landlord of any amounts following any transaction prohibited hereunder shall not be deemed to be a consent by Landlord nor shall the same be deemed to be a waiver of any right or remedy of Landlord hereunder. Consent to any such assignment, subleasing or other transfer shall not operate as a waiver of the necessity for consent to any subsequent assignment, sublettingsubleasing or transfer. If Landlord’s consent is requested for an assignment or sublease of all or a portion of the Leased Premises, occupation or use by another person. Consent Landlord shall have the right to any terminate this Lease with respect to that portion of the Leased Premises for which such consent is requested, at the proposed effective date of such assignment or subletting shall in no way relieve Tenant of any liability under this Lease or SunGard Data Systems Inc. under the Conditional Guaranty of Payment (as hereinafter defined). Any such assignment or subletting without such consent shall be voidsubleasing, and shall, at enter into the option relationship of the Landlord, constitute a default under the terms of this Lease. Landlord shall not be obligated to consider and respond to any request for consent under this paragraph unless such request is in writing, contains a full explanation of the proposal and provides sufficient information about the financial standing and experience of Tenant with the proposed assignee or subtenant for Landlord based on the rent (and/or other compensation) and term agreed to make an informed judgment. Tenant acknowledges that its sole remedy with respect to any assertion that Landlord’s failure to timely consent to any assignment or sublet is unreasonable shall be the remedy of specific performance and Tenant shall have no damage claim or further claim of any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 below. In the event of any approved assignment or sublease, all rents or other payments received by Tenant in excess of the payments due from Tenant to Landlord pursuant to this Lease may be retained by Tenant. On demand, any such assignee or subtenant shall make payments directly to Landlord without, however, creating a direct Landlord-Tenant relation between them or releasing Tenant under and otherwise upon the terms and conditions of this Lease. Landlord shall not unreasonably withhold or delay consent to an assignment or sublease, providing that Landlord determines in its reasonable discretion that such In connection with any sublease or assignment does not lessen Landlord’s securityassignment, that the use Tenant shall promptly provide Landlord with fully executed copies of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible all assignment, sublease and is sufficiently experienced to operate the business from the Demised Premises successfully and in a manner which shall not detract from the value of the Demised Premises, that the proposed transaction does not present any environmental concernsassumption instruments.

Assignment or Sublease. 17.1 Tenant shall neither voluntarily, nor by operation of law, not assign, transfer, mortgage, pledgeencumber or otherwise transfer this Lease or sublet the whole or any part of the Premises without in each case first obtaining Landlord's prior written consent. Such consent shall not be unreasonably withheld except, hypothecate (1) Landlord may withhold its consent if in Landlord's reasonable judgment occupancy by any proposed assignee, subtenant or encumber other transferee: (i) is not consistent with the maintenance and operation of a first-class office building due to the proposed occupant's nature or manner of conducting business, or (ii) is likely to cause disturbance to the normal use and occupancy of the Buildings by other tenants, their employees, customers, clients or other guests or visitors; (2) Landlord may, in its absolute and sole discretion, withhold consent to any mortgage, hypothecation, pledge or other encumbrance of any interest in this Lease by Tenant or any subtenant, whereby this Lease or any interest therein, and shall not sublet the said Demised Premises therein becomes collateral for any obligation of Tenant or any part thereofother person; and (3) Landlord may withhold its consent to the extent Landlord reasonably determines necessary to comply with a restriction on use of the Premises, the Buildings or the Property contained in any lease, mortgage, or other agreement or instrument by which the Landlord is bound or to which any right or privilege appurtenant thereto, or allow any other person (the employees, agents, servants and invitees of Tenant excepted) to occupy or use the said Demised Premises, or any portion thereof, without first obtaining the written consent of Landlordsuch property is subject. A consent to one No such assignment, subletting, occupation subletting or use by any other person transfer shall not be deemed to be a consent to any subsequent assignment, subletting, occupation or use by another person. Consent to any such assignment or subletting shall in no way relieve Tenant of any liability under this Lease Lease. Consent to any such assignment, subletting or SunGard Data Systems Inc. under transfer shall not operate as a waiver of the Conditional Guaranty of Payment (as hereinafter defined)necessity for consent to any subsequent assignment, subletting or transfer. Any such assignment or subletting without such consent shall be voidIn the event Tenant intends to sublease space Tenant does not intend to use in the future, and shallTenant may so notify Landlord which may, at its option, terminate the option Lease as to such space, in which event Landlord shall enter into the relationship of landlord and tenant with any such subtenant or assignee, based on the Landlord, constitute a default under rent (and/or other compensation) and the term agreed to by such subtenant or assignee and otherwise upon the terms and conditions of this Lease. Landlord shall not be obligated to consider and respond to any In connection with each request for consent under this paragraph unless such request is in writing, contains a full explanation of the proposal and provides sufficient information about the financial standing and experience of the proposed assignee or subtenant for Landlord to make an informed judgment. Tenant acknowledges that its sole remedy with respect to any assertion that Landlord’s failure to timely consent to any assignment or sublet is unreasonable shall be the remedy of specific performance and Tenant shall have no damage claim or further claim of any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 below. In the event of any approved assignment or sublease, all rents or other payments received by Tenant in excess of the payments due from Tenant to Landlord pursuant to this Lease may be retained by Tenant. On demand, any assignee or subtenant shall make payments directly to Landlord without, however, creating a direct Landlord-Tenant relation between them or releasing Tenant under this Lease. Landlord shall not unreasonably withhold or delay consent to an assignment or subleasesubletting, providing that Tenant shall pay the reasonable cost of processing such assignment or subletting, including attorneys fees, upon demand of Landlord. Tenant shall provide Landlord determines with copies of all assignments, subleases and assumption instruments. Any transfer of this Lease by acquisition, merger, consolidation or liquidation, or any change in its reasonable discretion that the ownership of, or power to vote, a majority of Tenant's outstanding voting stock during any three (3) month period shall constitute an assignment for the purpose of this Section 17, provided Landlord must consent to such sublease or an assignment does not lessen Landlord’s security, that the use if Landlord is given prior written notice of the Demised Premises will remain as event and if the Permitted Use; that successor Tenant has a net worth equal to or greater than the proposed assignee or sublessee is financially responsible and is sufficiently experienced to operate net worth of Tenant on the business from the Demised Premises successfully and in a manner which shall not detract from the value execution of the Demised Premises, that the proposed transaction does not present any environmental concernsthis Lease.

Assignment or Sublease. 17.1 11.1 Tenant shall neither voluntarilynot, nor by operation directly or indirectly, without the prior written consent of lawLandlord (which consent shall not be unreasonably withheld), assign, transfer, mortgage, pledge, hypothecate or encumber assign this Lease or any interest therein, and shall not sublet herein or sublease the said Demised Premises or any part thereof, or permit the use or occupancy of the Premises by any right person or privilege appurtenant theretoentity other than Tenant. Tenant shall not, directly or allow indirectly, without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed, pledge, mortgage or hypothecate this Lease or any other person (interest herein. This Lease shall not, nor shall any interest herein, be assignable as to the employees, agents, servants and invitees interest of Tenant exceptedinvoluntarily or by operation of Law without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed. Any of the foregoing acts without prior written consent of Landlord shall be void and shall, at the option of Landlord, constitute a default that entitles Landlord to terminate this Lease. Without limiting or excluding other reasons for withholding Landlord's consent Landlord shall have the right to withhold consent if it is not demonstrated to the satisfaction of Landlord that the proposed assignee or subtenant is financially able to perform all of the obligations of Tenant under this Lease (as evidenced by financial statements and business and credit references acceptable to Landlord). Tenant agrees that the instrument by which any assignment or sublease to which Landlord consents is accomplished shall expressly provide that the assignee or subtenant will perform all of the covenants to be performed by Tenant under this Lease (in the case of a sublease, only insofar as such covenants relate to the portion of the Premises subject to the sublease) as and when performance is due after the effective date of the assignment or sublease and that Landlord will have the right to occupy enforce those covenants directly against the assignee or use subtenant. Any purported assignment or sublease without an instrument containing the said Demised foregoing provisions shall be void. Tenant shall in all cases remain liable for the performance by any assignee or subtenant of all covenants and obligations of this Lease. Notwithstanding anything in this Article 11 or elsewhere in this Lease to the contrary, Tenant may assign or sublet the Premises, or any portion thereof, without first obtaining the written consent of Landlord. A consent to one assignmentconsent, subletting, occupation or use by any other person shall not be deemed to be a consent to any subsequent assignmententity which controls, sublettingis controlled by or is under common control with Tenant, occupation or use by another person. Consent to any entity resulting from the merger, initial public offering or consolidation with Tenant, or to any person or entity which acquires all the assets of Tenant as a going concern of the business that is being conducted on the Premises, provided that before such assignment or subletting shall in no way relieve Tenant of any liability under this Lease or SunGard Data Systems Inc. under the Conditional Guaranty of Payment (as hereinafter defined). Any such assignment or subletting without such consent sublet shall be voideffective said entity shall assume, and shallin full, at the option obligations of the Landlord, constitute a default under the terms of this Lease. Landlord shall not be obligated to consider and respond to any request for consent under this paragraph unless such request is in writing, contains a full explanation of the proposal and provides sufficient information about the financial standing and experience of the proposed assignee or subtenant for Landlord to make an informed judgment. Tenant acknowledges that its sole remedy with respect to any assertion that Landlord’s failure to timely consent to any assignment or sublet is unreasonable shall be the remedy of specific performance and Tenant shall have no damage claim or further claim of any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 below. In the event of any approved assignment or sublease, all rents or other payments received by Tenant in excess of the payments due from Tenant to Landlord pursuant to this Lease may be retained by Tenant. On demand, any assignee or subtenant shall make payments directly to Landlord without, however, creating a direct Landlord-Tenant relation between them or releasing Tenant under this Lease. Landlord shall not unreasonably withhold or delay consent to an assignment or sublease, providing that Landlord determines in its reasonable discretion that such sublease or assignment does not lessen Landlord’s security, that the use of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible and is sufficiently experienced to operate the business from the Demised Premises successfully and in a manner which shall not detract from the value of the Demised Premises, that the proposed transaction does not present any environmental concerns.

Assignment or Sublease. 17.1 Tenant shall neither voluntarily, nor by operation of law, not assign, transfer, mortgage, pledge, hypothecate encumber or encumber otherwise transfer this Lease or any interest therein, and shall not sublet the said Demised Premises whole or any part thereofof the Premises without in each case first obtaining Landlord's prior written consent, which consent may not be unreasonably conditioned, delayed or withheld. Tenant also acknowledges that any right of first refusal, option to extend the Term of this Lease, terminate this Lease, or any right other options which Landlord has granted herein are particular to Tenant are not assignable or privilege appurtenant thereto, transferable to any assignee or allow any other person (the employees, agents, servants and invitees of Tenant excepted) to occupy or use the said Demised Premises, or any portion thereof, without first obtaining the written consent of Landlordsublessee under this Lease. A consent to one In no event shall an assignment, sublettingsubletting or other transfer of the Lease relieve Tenant of any of its obligations under this Lease. Consent to any such assignment, occupation subletting or use by any other person transfer shall not be deemed to be operate as a waiver of the necessity for consent to any subsequent assignment, sublettingsubletting or transfer. If such consent is requested, occupation or use by another person. Consent Landlord reserves the right to any such assignment or terminate this Lease, or, if consent is requested for subletting shall in no way relieve Tenant of any liability under less than the entire Premises, to terminate this Lease or SunGard Data Systems Inc. under with respect to the Conditional Guaranty of Payment (as hereinafter defined). Any such assignment or subletting without portion for which such consent shall be void, and shallis requested, at the option proposed effective date of the Landlord, constitute a default under the terms of this Lease. Landlord shall not be obligated to consider and respond to any request for consent under this paragraph unless such request is in writing, contains a full explanation of the proposal and provides sufficient information about the financial standing and experience of the proposed assignee or subtenant for Landlord to make an informed judgment. Tenant acknowledges that its sole remedy with respect to any assertion that Landlord’s failure to timely consent to any assignment or sublet is unreasonable shall be the remedy of specific performance and Tenant shall have no damage claim or further claim of any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 belowsubletting. In the event of any approved assignment such termination, Landlord may enter into the relationship of Landlord and Tenant with any such subtenant or subleaseassignee, all rents based on the rent (and/or other compensation) and the term agreed to by such subtenant or other payments received by assignee and otherwise upon the terms and conditions of this Lease. If Tenant in excess is a corporation, any transfer of the payments due from Tenant to Landlord pursuant to this Lease may be retained by Tenant. On demandmerger, consolidation or liquidation, or any assignee change in the ownership of a majority of its outstanding voting stock, or subtenant power to vote a majority of its outstanding voting stock, shall make payments directly to Landlord withoutconstitute an assignment for the purpose of this Section 15; provided, however, creating for the purposes of this Section 15, a direct Landlord-Tenant relation between them or releasing Tenant under this Lease. Landlord public offering of stock registered with the SEC, shall not unreasonably withhold constitute a transfer. If Tenant is a partnership, limited liability company, or delay consent to other entity, any transfer of this Lease by merger, consolidation, liquidation, dissolution, or any change in the ownership of a majority of the ownership and/or economic interests shall constitute an assignment or sublease, providing that Landlord determines in its reasonable discretion that such sublease or assignment does not lessen Landlord’s security, that for the use purpose of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible and is sufficiently experienced to operate the business from the Demised Premises successfully and in a manner which shall not detract from the value of the Demised Premises, that the proposed transaction does not present any environmental concernsthis Section 15.

Assignment or Sublease. 17.1 In the event Tenant shall neither voluntarily, nor by operation of law, assign, transfer, mortgage, pledge, hypothecate or encumber should desire to assign this Lease or any interest therein, and shall not sublet the said Demised Leased Premises or any part thereof, or any right or privilege appurtenant theretoTenant shall give Landlord at least sixty (60) days prior notice, or allow any other person which shall specify the terms and effective date thereof Landlord shall have thirty (the employees, agents, servants and invitees 30) days following receipt of such notice to notify Tenant exceptedin writing that Landlord elects (a) to occupy or use the said Demised Premises, or any portion thereof, without first obtaining the written consent of Landlord. A consent to one assignment, subletting, occupation or use by any other person shall not be deemed to be a consent to any subsequent assignment, subletting, occupation or use by another person. Consent to any such assignment or subletting shall in no way relieve Tenant of any liability under terminate this Lease or SunGard Data Systems Inc. under as to the Conditional Guaranty of Payment (space so affected as hereinafter defined). Any such assignment or subletting without such consent shall be void, and shall, at the option of the Landlordeffective date specified by Tenant in which event Tenant will be relieved on such effective date of all further obligation hereunder as to such space, constitute a default under the terms of this Lease. Landlord shall not be obligated (b) to consider and respond permit Tenant to any request for consent under this paragraph unless assign or sublet such request is in writingspace, contains a full explanation of the proposal and provides sufficient information about the financial standing and experience subject, however, to subsequent written approval of the proposed assignee or subtenant for Landlord by Landlord, or (c) to make an informed judgmentrefuse to consent (with reasonable cause only) to Tenant’s proposed assignment or sublease and to continue this Lease in full force and effect as to the entire Leased Premises. Tenant acknowledges that its sole remedy with respect agrees to any assertion that Landlord’s failure to timely consent to any assignment or sublet is unreasonable shall be the remedy of specific performance and Tenant shall have no damage claim or further claim of any nature or cause of action against reimburse Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal attorneys’ fees and costs as provided expenses incurred by it in Section 51.1 below. In the event of any approved connection with such assignment or sublease. If Landlord should fail to notify Tenant in writing of such election within such thirty (30) day period, all rents Landlord shall be deemed to have elected option (b) above. If Landlord elects to exercise option (b) above, Tenant agrees to provide, at its expense, direct access from the assignment or other payments received sublease space to a public corridor of the Building. No assignment or subletting by Tenant in excess shall relieve Tenant of the payments due from Tenant to Landlord pursuant to this Lease may be retained by Tenant. On demand, any assignee or subtenant shall make payments directly to Landlord without, however, creating a direct Landlord-Tenant relation between them or releasing Tenant obligation under this Lease. Landlord shall not unreasonably withhold or delay consent to an Any attempted assignment or sublease, providing that Landlord determines sublease by Tenant in its reasonable discretion that such sublease or assignment does not lessen Landlord’s security, that the use violation of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible terms and is sufficiently experienced to operate the business from the Demised Premises successfully and in a manner which covenants of this paragraph shall not detract from the value of the Demised Premises, that the proposed transaction does not present any environmental concernsbe void.

Assignment or Sublease. 17.1 Tenant shall neither voluntarily, nor by operation of law, not assign, transfer, mortgage, pledge, hypothecate hypothecate, encumber or encumber otherwise transfer this Lease or any interest therein, and shall not sublet nor sublease the said Demised Premises whole or any part thereofof the Leased Premises, nor shall this Lease or any interest hereunder be assignable or transferable by any process or proceeding of any court, or any right or privilege appurtenant thereto, or allow any other person (the employees, agents, servants and invitees of Tenant excepted) to occupy or use the said Demised Premises, or any portion thereofotherwise, without in each case first obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld. A Any such transaction undertaken without Landlord’s prior written consent shall be null and void. In determining whether to grant consent to one Tenant’s sublease or assignment request, Landlord may consider any factor, including but not limited to the experience and business reputation of the proposed assignee or sublessee in operating a business for the uses set forth in the Lease; whether the clientele, personnel and foot traffic generated by such proposed assignee or sublessee is satisfactory to Landlord; notwithstanding that Tenant and/or others remain liable under the Lease, whether the proposed assignee or sublessee has a net worth, and financial strength and credit record, reasonably satisfactory to Landlord; use of the Leased Premises by the proposed assignee or sublessee must be identical to the use permitted by the Lease; use of the Leased Premises by the proposed assignee or sublessee will not violate or create any potential violation of any laws; whether the quality of the business to be operated or likely to be operated by the proposed assignee or sublessee is satisfactory to Landlord; and whether Landlord’s consent might result in a breach of any other lease or agreement to which Landlord is a party; and whether the product mix and target customer base of the proposed assignee or sublessee is consistent with the product mix and target customer base that Landlord is trying to maintain or achieve within Bellevue Place. No assignment, sublettingsubleasing or other transfer shall relieve Tenant of any liability under this Lease. The prohibition set forth in this Section 20 includes, occupation without limitation (and the following shall be deemed to be “assignments”): (i) a consolidation or use merger of Tenant; (ii) a change in the ownership or voting rights of more than twenty-five percent (25%) of the issued and outstanding stock of any corporate tenant; (iii) any subleasing or assignment which would otherwise occur by operation of law, merger, consolidation, reorganization, transfer or other significant change in corporate or proprietary structure; (iv) the sale, assignment or transfer of all Xxxxxxxxxx.xxx NNN Lease 23 or substantially all of the assets of Tenant, with or without the specific assignment of this Lease; and (v) a change in control in any other person partnership tenant. The acceptance by Landlord of any amounts following any transaction prohibited hereunder shall not be deemed to be a consent by Landlord nor shall the same be deemed to be a waiver of any right or remedy of Landlord hereunder. Consent to any such assignment, subleasing or other transfer shall not operate as a waiver of the necessity for consent to any subsequent assignment, sublettingsubleasing or transfer. If Landlord’s consent is requested for an assignment or sublease of all or a portion of the Leased Premises, occupation or use by another person. Consent Landlord shall have the right to any terminate this Lease with respect to that portion of the Leased Premises for which such consent is requested, at the proposed effective date of such assignment or subletting shall in no way relieve Tenant of any liability under this Lease or SunGard Data Systems Inc. under the Conditional Guaranty of Payment (as hereinafter defined). Any such assignment or subletting without such consent shall be voidsubleasing, and shall, at enter into the option relationship of the Landlord, constitute a default under the terms of this Lease. Landlord shall not be obligated to consider and respond to any request for consent under this paragraph unless such request is in writing, contains a full explanation of the proposal and provides sufficient information about the financial standing and experience of Tenant with the proposed assignee or subtenant for Landlord based on the rent (and/or other compensation) and term agreed to make an informed judgment. Tenant acknowledges that its sole remedy with respect to any assertion that Landlord’s failure to timely consent to any assignment or sublet is unreasonable shall be the remedy of specific performance and Tenant shall have no damage claim or further claim of any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 below. In the event of any approved assignment or sublease, all rents or other payments received by Tenant in excess of the payments due from Tenant to Landlord pursuant to this Lease may be retained by Tenant. On demand, any such assignee or subtenant shall make payments directly to Landlord without, however, creating a direct Landlord-Tenant relation between them or releasing Tenant under and otherwise upon the terms and conditions of this Lease. Landlord shall not unreasonably withhold or delay consent to an assignment or sublease, providing that Landlord determines in its reasonable discretion that such In connection with any sublease or assignment does not lessen Landlord’s securityassignment, that the use Tenant shall promptly provide Landlord with fully executed copies of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible all assignment, sublease and is sufficiently experienced to operate the business from the Demised Premises successfully and in a manner which shall not detract from the value of the Demised Premises, that the proposed transaction does not present any environmental concernsassumption instruments.

Assignment or Sublease. 17.1 Tenant shall neither voluntarily, nor by operation of law, not assign, transfer, mortgage, encumber or otherwise transfer this Lease nor sublet the whole or any part of the Premises without in each case first obtaining Landlord's prior written consent. SUCH consent shall not be unreasonably withheld, except: (1) Landlord may withhold its consent if in Landlord's judgment occupancy by any proposed assignee, subtenant, or other transferee (i) is not consistent with the maintenance and operation of a first-class office building due to the nature of the proposed occupant's business or manner of conducting business or its experience or reputation in the community, or (ii) is likely to cause disturbance to the normal use and occupancy of the Building; (2) Landlord may withhold in its absolute and sole discretion consent to any mortgage, hypothecation, pledge, hypothecate or encumber other encumbrance of any interest in this Lease or any interest therein, and shall not sublet the said Demised Premises by Tenant or any part thereofsubtenant; (3) Landlord may withhold its consent to the extent it deems necessary to comply with any restriction on use of the Premises, the Building, or the Land contained in any right or privilege appurtenant theretolease, mortgage, or allow other agreement or instrument by which the Landlord is bound or to which any other person (the employees, agents, servants and invitees of Tenant excepted) to occupy or use the said Demised Premises, or any portion thereof, without first obtaining the written consent of Landlordsuch property is subject. A consent to one No such assignment, subletting, occupation subletting or use by any other person transfer shall not be deemed to be a consent to any subsequent assignment, subletting, occupation or use by another person. Consent to any such assignment or subletting shall in no way relieve Tenant of any liability under this Lease Lease. Consent to any such assignment, subletting or SunGard Data Systems Inc. under transfer shall not operate as a waiver of the Conditional Guaranty of Payment (as hereinafter defined)necessity for consent to any subsequent assignment, subletting or transfer. Any such Each request for an assignment or subletting without such consent shall must be voidaccompanied by a Processing Fee of $500 in order to reimburse Landlord for expenses, and shallincluding attorneys fees, at the option of the Landlord, constitute a default under the terms of this Lease. Landlord shall not be obligated to consider and respond to any request for consent under this paragraph unless incurred in connection with such request is in writing, contains a full explanation of the proposal and provides sufficient information about the financial standing and experience of the proposed assignee or subtenant for Landlord to make an informed judgment("Processing Fee"). Tenant acknowledges that its sole remedy shall provide Landlord with respect to any assertion that Landlord’s failure to timely consent to any assignment or sublet is unreasonable shall be the remedy copies of specific performance all assignments, subleases and Tenant shall have no damage claim or further claim of any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 belowassumption instruments. In the event of any approved assignment or sublease, all rents or other payments received by Tenant in excess of the payments due from Tenant to Landlord pursuant to this Lease may be retained by Tenant. On demand, any assignee or subtenant shall make payments directly to Landlord without, however, creating a direct Landlord-Tenant relation between them or releasing Tenant under this Lease. Landlord shall not unreasonably withhold or delay consent to an assignment or sublease, providing that Landlord determines in its reasonable discretion that such sublease or assignment does not lessen Landlord’s security, that the use of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible and is sufficiently experienced to operate the business from the Demised Premises successfully and in a manner which shall not detract from the value of the Demised Premises, that the proposed transaction does not present any environmental concernsTRANSFER OF STOCK OWNERSHIP OFTENANT SHALL NOT BE DEEMED TO BE AN ASSIGNMENT OR TRANSFER OF THIS LEASE.

Assignment or Sublease. 17.1 Tenant shall neither voluntarily, nor by operation of law, not assign, transfer, mortgage, pledgeencumber or otherwise transfer this Lease or sublet the whole or any part of the Premises without in each case first obtaining Landlord's prior written consent. Such consent shall not be unreasonably withheld except: (1) Landlord may withhold its consent if in Landlord's judgment occupancy by any proposed assignee, hypothecate subtenant or encumber other transferee: (i) is not consistent with the maintenance and operation of a first-class office building due to the nature of the proposed occupant's business or the manner of conducting its business or its experience or reputation in the community, or (ii) is likely to cause disturbance to the normal use and occupancy of the Building; (2) Landlord may withhold in its absolute and sole discretion consent to any mortgage, hypothecation, pledge or other encumbrance of any interest in this Lease or the Premises by Tenant or any subtenant, whereby this Lease or any interest thereintherein becomes collateral for any obligation of Tenant; and (3) Landlord may withhold its consent to the extent Landlord determines necessary to comply with a restriction on use of the Premises, and shall not sublet the said Demised Premises Building or the Land contained in any part thereoflease, mortgage, or other agreement or instrument by which the Landlord is bound or to which any right or privilege appurtenant thereto, or allow any other person (the employees, agents, servants and invitees of Tenant excepted) to occupy or use the said Demised Premises, or any portion thereof, without first obtaining the written consent of Landlordsuch property is subject. A consent to one No such assignment, subletting, occupation subletting or use by any other person transfer shall not be deemed to be a consent to any subsequent assignment, subletting, occupation or use by another person. Consent to any such assignment or subletting shall in no way relieve Tenant of any liability under this Lease Lease. Consent to any such assignment, subletting or SunGard Data Systems Inc. under the Conditional Guaranty of Payment (transfer shall not operate as hereinafter defined). Any such assignment or subletting without such consent shall be void, and shall, at the option a waiver of the Landlordnecessity for consent to any subsequent assignment, constitute subletting or transfer. In lieu of granting any such consent, Landlord reserves the right to terminate this Lease or, in the case of a default under subletting of less than all the Premises, to terminate this Lease with respect to such portion of the Premises, as of the proposed effective date of such subletting or assignment, in which event Landlord may enter into the relationship of landlord and tenant with such proposed assignee or subtenant based upon the Rent and other compensation and terms agreed to by such subtenant or assignee and otherwise upon the terms and conditions of this Lease. Landlord shall not be obligated to consider and respond to any In connection with each request for consent under this paragraph unless such request is in writing, contains a full explanation of the proposal and provides sufficient information about the financial standing and experience of the proposed assignee or subtenant for Landlord to make an informed judgment. Tenant acknowledges that its sole remedy with respect to any assertion that Landlord’s failure to timely consent to any assignment or sublet is unreasonable shall be the remedy of specific performance and Tenant shall have no damage claim or further claim of any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 below. In the event of any approved assignment or sublease, all rents or other payments received by Tenant in excess of the payments due from Tenant to Landlord pursuant to this Lease may be retained by Tenant. On demand, any assignee or subtenant shall make payments directly to Landlord without, however, creating a direct Landlord-Tenant relation between them or releasing Tenant under this Lease. Landlord shall not unreasonably withhold or delay consent to an assignment or subleasesubletting, providing that Tenant shall pay $300.00 for the cost of processing such assignment or subletting, including attorneys fees, upon demand of Landlord. Tenant shall provide Landlord determines with copies of all assignments, subleases and assumption instruments. If Tenant is a corporation or partnership, any transfer of this Lease by merger, consolidation or liquidation, or any change in the ownership of, or power to vote, a majority of its reasonable discretion that such sublease outstanding voting stock or partnership interests shall constitute an assignment does not lessen Landlord’s security, that for the use purpose of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible and is sufficiently experienced to operate the business from the Demised Premises successfully and in a manner which shall not detract from the value of the Demised Premises, that the proposed transaction does not present any environmental concernsthis Section 17.

Assignment or Sublease. 17.1 Tenant shall neither not, voluntarily, nor by operation of law, or otherwise, assign, transfer, mortgage, pledge, hypothecate or encumber this Lease or any interest therein, and shall not sublet sublease the said Demised Leased Premises or any part thereof, or any right or privilege appurtenant thereto, or allow any person other person (the than Tenant, its employees, agents, servants and invitees of Tenant excepted) invitees, to occupy or use the said Demised Premises, Leased Premises or any portion thereof, without first obtaining the express prior written consent of Landlord, such consent not to be unreasonably withheld, and any attempt to do any of the foregoing without such written consent shall be null and void and shall constitute a default under this Lease. A Notwithstanding the foregoing, in no event shall Tenant assign this Lease or sublease the Leased Premises to any entity engaged in the commercial real estate business, including, without limitation, property management or the brokerage, ownership or development of competitive properties. Landlord's consent to one assignmentany assignment or sublease hereunder does not constitute a waiver of its right to consent to any further assignment or sublease. If Tenant desires to assign this Lease or sublet the Leased Premises or any part thereof, sublettingTenant shall give Landlord written notice of such desire at least sixty (60) days in advance of the date on which Tenant desires to make such assignment or sublease, occupation together with a non-refundable fee of Five Hundred Dollars ($500.00) (the "Transfer Fee"). Landlord shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects (a) to terminate this Lease as to the space so affected as of the date so specified by Tenant, in which event Tenant shall be relieved of all further obligations hereunder as to such space, or use (b) to permit Tenant to assign this Lease or sublet such space (provided, however, if the rent agreed upon between Tenant and subtenant is greater than the Monthly Base Rent that Tenant must pay Landlord, such excess rent shall be deemed additional rent owed by any other person Tenant and payable to Landlord in the same manner that Tenant pays the Rent hereunder), or (c) to refuse to consent to Tenant's assignment or subleasing such space and to continue this Lease in full force and effect as to the entire Leased Premises. If Landlord should fail to notify Tenant in writing of such election within the thirty (30) day period, Landlord shall not be deemed to be a consent have elected option (c) above. Tenant agrees to pay Landlord's actual reasonable attorney's fees associated with Landlord's review and documentation of any subsequent assignment, subletting, occupation requested assignment or use by another person. Consent sublease hereunder regardless of whether Landlord consents to any such assignment or sublease. No assignment or subletting by Tenant shall in no way relieve Tenant of any liability obligations under this Lease, and Tenant shall remain fully liable hereunder. If Tenant is not a public company that is registered on a national stock exchange or that is required to register its stock with the Securities and Exchange Commission under Section 12(g) of the Securities and Exchange Act of 1934, any change in a majority of the voting rights or other controlling rights or interests of Tenant shall be deemed an assignment for the purposes hereof. Notwithstanding the foregoing, Tenant shall also have the right with prior written notice to Landlord, but without Landlord's consent, and subject to the conditions contained herein, to assign the Lease or SunGard Data Systems sublet all or any portion of the Leased Premises to (a) any entity resulting from a merger or consolidation with Tenant; (b) any entity succeeding to the business and assets of Tenant; (c) any subsidiary or affiliate of Tenant; and (d) any entity which is part of or affiliated with Pozen Inc. under the Conditional Guaranty of Payment (so long as hereinafter defined). Any such assignment entity or subletting without such consent affiliate shall be voidof at least the same net worth value and credit worthiness as Tenant, and shallin Landlord's sole reasonable discretion, at the option time of the Landlord, constitute a default under the terms of this Lease. Landlord shall not be obligated to consider and respond to any request for consent under this paragraph unless such request is in writing, contains a full explanation of the proposal and provides sufficient information about the financial standing and experience of the proposed assignee or subtenant for Landlord to make an informed judgment. Tenant acknowledges that its sole remedy with respect to any assertion that Landlord’s failure to timely consent to any assignment or sublet is unreasonable shall be the remedy of specific performance and Tenant shall have no damage claim or further claim of any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 below. In the event of any approved assignment or sublease, all rents or other payments received by Tenant in excess and none of the payments due from same shall release Tenant and Tenant shall remain liable to Landlord pursuant to this Lease may be retained by for full performance of Tenant. On demand, any assignee or subtenant shall make payments directly to Landlord without, however, creating a direct Landlord-Tenant relation between them or releasing Tenant 's obligations under this Lease. Landlord shall not unreasonably withhold or delay consent to an assignment or sublease, providing that Landlord determines in its reasonable discretion that such sublease or assignment does not lessen Landlord’s security, that the use of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible and is sufficiently experienced to operate the business from the Demised Premises successfully and in a manner which shall not detract from the value of the Demised Premises, that the proposed transaction does not present any environmental concerns.

Assignment or Sublease. 17.1 Tenant shall neither voluntarily, nor by operation of law, assign, transfer, mortgage, pledge, hypothecate or encumber this Lease or any interest therein, and shall not sublet the said Demised Premises or any part thereof, or any right or privilege appurtenant thereto, or allow any other person (the employees, agents, servants and invitees of Tenant excepted) to occupy or use the said Demised Premises, or any portion thereof, without first obtaining the written consent of Landlord. A consent to one assignment, subletting, occupation or use by any other person shall not be deemed to be a consent to any subsequent assignment, subletting, occupation or use by another person. Consent to any such assignment or subletting shall in no way relieve Tenant of any liability under this Lease or SunGard Data Systems Inc. under the Conditional Guaranty of Payment (as hereinafter defined). Any such assignment or subletting without such consent shall be void, and shall, at the option of the Landlord, constitute a default under the terms of this Lease. Landlord shall not be obligated to consider and respond to any request for consent under this paragraph unless such request is in writing, contains a full explanation of the proposal and provides sufficient information about the financial standing and experience of the proposed assignee or subtenant for Landlord to make an informed judgment. Tenant acknowledges that its sole remedy with respect to any assertion that Landlord’s 's failure to timely consent to any assignment or sublet is unreasonable shall be the remedy of specific performance and Tenant shall have no damage claim or further claim of any nature or cause of action against Landlord as a result of Landlord’s 's actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 below. In the event of any approved assignment or sublease, all rents or other payments received by Tenant in excess of the payments due from Tenant to Landlord pursuant to this Lease may be retained by Tenant. On demand, any assignee or subtenant shall make payments directly to Landlord without, however, creating a direct Landlord-Tenant relation between them or releasing Tenant under this Lease. Landlord shall not unreasonably withhold or delay consent to an assignment or sublease, providing that Landlord determines in its reasonable discretion that such sublease or assignment does not lessen Landlord’s security, that the use of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible and is sufficiently experienced to operate the business from the Demised Premises successfully and in a manner which shall not detract from the value of the Demised Premises, that the proposed transaction does not present any environmental concerns.51.1

Assignment or Sublease. 17.1 Tenant shall neither voluntarily, nor by operation of law, not assign, transfer, mortgage, pledgeencumber or otherwise transfer this Lease or sublet the whole or any part of the Premises without in each case first obtaining Landlord's prior written consent. Such consent shall not be withheld except, hypothecate (1) Landlord may withhold its consent if in Landlord's judgment occupancy by any proposed assignee, subtenant or encumber other transferee; (i) is not consistent with the maintenance and operation of a first-class office building due to the proposed occupant's nature or manner of conducting business, (ii) is likely to cause disturbance to the customary use and occupancy of the Building by other tenants, their employees, customers, clients or other guests or visitors, or (iii) is not reasonably deemed by Landlord to be financially responsible, (2) Landlord may withhold, in its absolute and sole discretion, consent to any mortgage, hypothecation, pledge or other encumbrance of any interest in this Lease by Tenant or any subtenant, whereby this Lease or any interest therein, and shall not sublet the said Demised Premises therein becomes collateral for any obligation of Tenant or any part thereofother person; and (3) Landlord may withhold its consent to the extent Landlord determines necessary to comply with a restriction on use of the Premises, the Building or the Property contained in any lease, mortgage, or other agreement or instrument by which the Landlord is bound or to which any right or privilege appurtenant thereto, or allow any other person (the employees, agents, servants and invitees of Tenant excepted) to occupy or use the said Demised Premises, or any portion thereof, without first obtaining the written consent of Landlordsuch property is subject. A consent to one No such assignment, subletting, occupation subletting or use by any other person transfer shall not be deemed to be a consent to any subsequent assignment, subletting, occupation or use by another person. Consent to any such assignment or subletting shall in no way relieve Tenant of any liability under this Lease. Consent to any such assignment, subletting or transfer shall not operate as a waiver of the necessity for consent to any subsequent assignment, subletting or transfer. Landlord reserves the right to terminate this Lease in the event of a requested assignment, subletting or SunGard Data Systems Inc. under transfer of this Lease by Tenant. In the Conditional Guaranty event less than the entire Premises are to be subleased, Landlord retains the right to terminate this Lease with respect to the portion of Payment (as hereinafter defined). Any such assignment or subletting without the Premises for which such consent shall be void, and shallis requested, at the option proposed effective date of such subletting, in which event Landlord shall enter into the Landlordrelationship of Landlord and Tenant with any such subtenant or assignee as to the subleased portion, constitute a default under based on the rent (and/or other compensation) and the term agreed to by such subtenant or assignee and otherwise upon the terms and conditions of this Lease. In connection with an assignment or subletting, Tenant shall pay the reasonable cost of processing such assignment or subletting, including attorneys fees, upon demand of Landlord. Tenant shall provide Landlord with copies of all assignments, subleases and assumption instruments. If Tenant is a corporation, any transfer of this Lease by merger, consolidation or liquidation, or any change in the ownership of, a majority of its outstanding voting stock shall constitute an assignment for the purpose of this Section 17. Notwithstanding anything herein to the contrary, Landlord shall not be obligated to consider and respond to any request for consent under this paragraph unless such request is in writing, contains a full explanation of the proposal and provides sufficient information about the financial standing and experience of the proposed assignee or subtenant for Landlord to make an informed judgment. Tenant acknowledges that reasonably withhold its sole remedy with respect to any assertion that Landlord’s failure to timely consent to any assignment or sublet is unreasonable shall be the remedy of specific performance and Tenant shall have no damage claim or further claim of any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 below. In the event of any approved assignment or sublease, all rents or other payments received by Tenant in excess of the payments due from Tenant to Landlord pursuant to this Lease may be retained by Tenant. On demand, any assignee or subtenant shall make payments directly to Landlord without, however, creating a direct Landlord-Tenant relation between them or releasing Tenant under this Lease. Landlord shall not unreasonably withhold or delay consent to an assignment or sublease, providing that Landlord determines in its reasonable discretion that such sublease or assignment does not lessen Landlord’s security, that the use of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible and is sufficiently experienced to operate the business from the Demised Premises successfully and in a manner which shall not detract from the value of the Demised Premises, that the proposed transaction does not present any environmental concerns.following transfers:

Assignment or Sublease. 17.1 Tenant shall neither voluntarily, nor by operation of law, assign, transfer, mortgage, pledge, hypothecate In the event Lessee should desire to assign this lease or encumber this Lease or any interest therein, and shall not sublet the said Demised Premises or any part thereof, or any right or privilege appurtenant thereto, or allow any other person Lessee agrees to give Lessor written notice of such desire (and the employees, agents, servants and invitees proposed effective date thereof) at least THIRTY (30) days in advance of Tenant excepted) the date on which Lessee desires to occupy or use the said Demised Premises, or any portion thereof, without first obtaining the written consent of Landlord. A consent to one assignment, subletting, occupation or use by any other person shall not be deemed to be a consent to any subsequent assignment, subletting, occupation or use by another person. Consent to any make such assignment or subletting sublease. Lessor shall then have a period of FIFTEEN (15) days following receipt of such notice within which to notify Lessee in no way relieve Tenant of any liability under writing that Lessor elects either (i) to terminate this Lease or SunGard Data Systems Inc. under lease as to the Conditional Guaranty of Payment (space so affected as hereinafter defined). Any such assignment or subletting without such consent shall be void, and shall, at the option of the Landlorddate so specified by Lessee in which event Lessee will be relieved of all further obligation hereunder as to such space, constitute a default under the terms of or (ii) to permit Lessee to assign this Lease. Landlord shall not be obligated lease or sublet such space, subject, however, to consider and respond to any request for consent under this paragraph unless such request is in writing, contains a full explanation of the proposal and provides sufficient information about the financial standing and experience written approval of the proposed assignee or subtenant for Landlord sublessee by Lessor, and further subject to make an informed judgment. Tenant acknowledges the requirement that its sole remedy Lessee enter into written agreements with respect to any assertion Lessor, and with Assignee or Sublessee, that Landlord’s failure to timely consent to any assignment or sublet is unreasonable shall be the remedy of specific performance and Tenant shall have no damage claim or further claim of any nature or cause of action against Landlord FIFTY PERCENT (50%) OF profit realized by Lessee as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 below. In the event of any approved such assignment or sublease, all rents sublease (meaning the consideration agreed upon between Lessee and Assignee or other payments received the difference between the rental rate agreed upon between Lessee and Sublessee and the rent then required to be paid under this lease multiplied by Tenant the number of months in excess the term of the payments sublease) shall, to the extent such profit is immediate, be due from Tenant and payable by Lessee to Landlord pursuant to this Lease may be retained by Tenant. On demand, any assignee or subtenant shall make payments directly to Landlord without, however, creating a direct Landlord-Tenant relation between them or releasing Tenant under this Lease. Landlord shall not unreasonably withhold or delay consent to Lessor upon the execution of an assignment or sublease, providing that Landlord determines and, to the extent such profit is deferred, be payable to Lessor by Assignee or Sublessee as it accrues, or (iii) to refuse to consent to Lessee's assignment of this lease or sublease of such space and to continue this lease in its reasonable discretion that full force and effect as to the entire Premises. If Lessor should fail to notify Lessee in writing of such election within the stated FIFTEEN (15) day period, Lessor shall be deemed to have elected option (iii) above. No consent by Lessor to any assignment or sublease shall be deemed to be consent to a use not permitted under this lease, to any act in violation of this lease, or to any other or subsequent assignment does not lessen Landlord’s securityor sublease, that the use and no assignment or sublease by Lessee shall relieve Lessee of any obligation under this lease. Any attempted assignment or sublease by Lessee in violation of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible terms and is sufficiently experienced to operate the business from the Demised Premises successfully and in a manner which covenants of Section 18 shall not detract from the value of the Demised Premisesbe void. LESSOR SPECIFICALLY APPROVES THE ASSIGNMENT OR SUBLEASE OF ALL OR A PORTION OF THE PREMISES TO AN AFFILIATE OR SUBSIDIARY OF LESSEE AT ANY TIME DURING THE PRIMARY TERM, that the proposed transaction does not present any environmental concernsOR ANY RENEWAL PERIODS WITH WRITTEN NOTICE TO LESSOR PROVIDED (I) USE OF THE PREMISES IS IN KEEPING WITH THE QUALITY OF OTHER USAGES IN THE BUILDING AND (II) SUCH AFFILIATE OR SUBSIDIARY HAS AN EQUAL OR GREATER FINANCIAL STANDING AS DOES LESSEE. WHERE LESSOR'S CONSENT IS REQUIRED, LESSOR WILL NOT UNREASONABLY WITHHOLD OR DELAY SUCH CONSENT. SUBLESSEE'S AND PINNACLE.WPD ASSIGNEES SHALL HAVE ACCESS TO USE LESSEE'S DIRECTORY BOARD STRIPS, LESSEE'S CONTRACT PARKING SPACES (AS ALLOTTED) AND AN ADDITIONAL MAILBOX AT AN ADDITIONAL COST, IF AVAILABLE.

Assignment or Sublease. 17.1 Tenant shall neither voluntarily, nor by operation of law, not assign, transfer, mortgage, pledgeencumber or otherwise transfer this Lease or sublet the whole or any part of the Premises without in each case first obtaining Landlord's prior written consent. Such consent shall not be withheld except, hypothecate (1) Landlord may withhold its consent if in Landlord's judgment occupancy by any proposed assignee, subtenant or encumber other transferee: (i) is not consistent with the maintenance and operation of a first class office building due to the proposed occupant's nature or manner of conducting business, (ii) is likely to cause disturbance to the customary use and occupancy of the Building by other tenants, their employees, customers, clients or other guests or visitors, or (iii) is not reasonably deemed by Landlord to be financially responsible; (2) Landlord may withhold, in its absolute and sole discretion, consent to any mortgage, hypothecation, pledge or other encumbrance of any interest in this Lease by Tenant or any subtenant, whereby this Lease or any interest therein, and shall not sublet the said Demised Premises therein becomes collateral for any obligation of Tenant or any part thereofother person; and (3) Landlord may withhold its consent to the extent Landlord determines necessary to comply with a restriction on use of the Premises, the Building or the Property contained in any lease, mortgage, or other agreement or instrument by which the Landlord is bound or to which any right or privilege appurtenant thereto, or allow any other person (the employees, agents, servants and invitees of Tenant excepted) to occupy or use the said Demised Premises, or any portion thereof, without first obtaining the written consent of Landlordsuch property is subject. A consent to one No such assignment, subletting, occupation subletting or use by any other person transfer shall not be deemed to be a consent to any subsequent assignment, subletting, occupation or use by another person. Consent to any such assignment or subletting shall in no way relieve Tenant of any liability under this Lease. Consent to any such assignment, subletting or transfer shall not operate as a waiver of the necessity for consent to any subsequent assignment, subletting or transfer. Landlord reserves the right to terminate this Lease in the event of a requested assignment, subletting or SunGard Data Systems Inc. under transfer of this Lease by Tenant. In the Conditional Guaranty event less than the entire Premises are to be subleased, Landlord retains the right to terminate this Lease with respect to the portion of Payment (as hereinafter defined). Any such assignment or subletting without the Premises for which such consent shall be void, and shallis requested, at the option proposed effective date of such subletting, in which event Landlord shall enter into the Landlordrelationship of Landlord and Tenant with any such subtenant or assignee as to the subleased portion, constitute a default under based on the rent (and/or other compensation) and the term agreed to by such subtenant or assignee and otherwise upon the terms and conditions of this Lease. In connection with an assignment or subletting, Tenant shall pay the reasonable cost of processing such assignment or subletting, including attorneys fees, upon demand of Landlord. Tenant shall provide Landlord with copies of all assignments, subleases and assumption instruments. If Tenant is a corporation, any transfer of this Lease by merger, consolidation or liquidation, or any change in the ownership of, a majority of its outstanding voting stock shall constitute an assignment for the purpose of this Section 17. Notwithstanding anything herein to the contrary, Landlord shall not be obligated to consider and respond to any request for consent under this paragraph unless such request is in writing, contains a full explanation of the proposal and provides sufficient information about the financial standing and experience of the proposed assignee or subtenant for Landlord to make an informed judgment. Tenant acknowledges that reasonably withhold its sole remedy with respect to any assertion that Landlord’s failure to timely consent to any assignment or sublet is unreasonable shall be the remedy of specific performance and Tenant shall have no damage claim or further claim of any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 below. In the event of any approved assignment or sublease, all rents or other payments received by Tenant in excess of the payments due from Tenant to Landlord pursuant to this Lease may be retained by Tenant. On demand, any assignee or subtenant shall make payments directly to Landlord without, however, creating a direct Landlord-Tenant relation between them or releasing Tenant under this Lease. Landlord shall not unreasonably withhold or delay consent to an assignment or sublease, providing that Landlord determines in its reasonable discretion that such sublease or assignment does not lessen Landlord’s security, that the use of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible and is sufficiently experienced to operate the business from the Demised Premises successfully and in a manner which shall not detract from the value of the Demised Premises, that the proposed transaction does not present any environmental concerns.following transfers:

Assignment or Sublease. 17.1 Tenant shall neither voluntarily, nor by operation of law, not assign, transfer, mortgage, pledge, hypothecate hypothecate, encumber or encumber otherwise transfer this Lease or any interest therein, and shall not sublet nor sublease the said Demised Premises whole or any part thereofof the Leased Premises, nor shall this Lease or any interest hereunder be assignable or transferable by any process or proceeding of any court, or any right or privilege appurtenant thereto, or allow any other person (the employees, agents, servants and invitees of Tenant excepted) to occupy or use the said Demised Premises, or any portion thereofotherwise, without in each case first obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld. A Any such transaction unde1taken without Landlord’s prior written consent shall be null and void. In determining whether to grant consent to one Tenant’s sublease or assignment request, Landlord may consider any factor, including but not limited to the experience and business reputation of the proposed assignee or sublessee in operating a business for the uses set forth in the Lease; whether the clientele, personnel and foot traffic generated by such proposed assignee or sublessee is satisfactory to Landlord; notwithstanding that Tenant and/or others remain liable under the Lease, whether the proposed assignee or sublessee has a net worth, and financial strength and credit record, reasonably satisfactory to Landlord; use of the Leased Premises by the proposed assignee or sublessee must be identical to the use permitted by the Lease; use of the Leased Premises by the proposed assignee or sublessee will not violate or create any potential violation of any laws; whether the quality of the business to be operated or likely to be operated by the proposed assignee or sublessee is satisfactory to Landlord; and whether Landlord’s consent might result in a breach of any other lease or agreement to which Landlord is a party; and whether the product mix and target customer base of the proposed assignee or sublessee is consistent with the product mix and target customer base that Landlord is trying to maintain or achieve within Bellevue Place. No assignment, sublettingsubleasing or other transfer shall relieve Tenant of any liability under this Lease. The prohibition set forth in this Section 20 includes, occupation without limitation ( and the following shall be deemed to be “assignments”): (i) a consolidation or use merger of Tenant; (ii) a change in the ownership or voting rights of more than twenty-five percent (25%) of the issued and outstanding stock of any corporate tenant; (iii) any subleasing or assignment which would otherwise occur by operation of law, merger, consolidation, reorganization, transfer or other significant change in corporate or proprietary structure; (iv) the sale, assignment or transfer of all or substantially all of the assets of Tenant, with or without the specific assignment of this Lease; and (v) a change in control in any other person partnership tenant. The acceptance by Landlord of any amounts following any transaction prohibited hereunder shall not be deemed to be a consent by Landlord nor shall the same be deemed to be a waiver of any right or remedy of Landlord hereunder. Consent to any such assignment, subleasing or other transfer shall not operate as a waiver of the necessity for consent to any subsequent assignment, sublettingsubleasing or transfer. If Landlord’s consent is requested for an assignment or sublease of all or a portion of the Leased Premises, occupation or use by another person. Consent Landlord shall have the right to any terminate this Lease with respect to that portion of the Leased Premises for which such consent is requested, at the proposed effective date of such assignment or subletting shall in no way relieve Tenant of any liability under this Lease or SunGard Data Systems Inc. under the Conditional Guaranty of Payment (as hereinafter defined). Any such assignment or subletting without such consent shall be voidsubleasing, and shall, at enter into the option relationship of the Landlord, constitute a default under the terms of this Lease. Landlord shall not be obligated to consider and respond to any request for consent under this paragraph unless such request is in writing, contains a full explanation of the proposal and provides sufficient information about the financial standing and experience of Tenant with the proposed assignee or subtenant for Landlord based on the rent (and/or other compensation) and term agreed to make an informed judgment. Tenant acknowledges that its sole remedy with respect to any assertion that Landlord’s failure to timely consent to any assignment or sublet is unreasonable shall be the remedy of specific performance and Tenant shall have no damage claim or further claim of any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 below. In the event of any approved assignment or sublease, all rents or other payments received by Tenant in excess of the payments due from Tenant to Landlord pursuant to this Lease may be retained by Tenant. On demand, any such assignee or subtenant shall make payments directly to Landlord without, however, creating a direct Landlord-Tenant relation between them or releasing Tenant under and otherwise upon the terms and conditions of this Lease. Landlord shall not unreasonably withhold or delay consent to an assignment or sublease, providing that Landlord determines in its reasonable discretion that such In com1ection with any sublease or assignment does not lessen Landlord’s securityassignment, that the use Tenant shall promptly provide Landlord with fully executed copies of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible all assignment, sublease and is sufficiently experienced to operate the business from the Demised Premises successfully and in a manner which shall not detract from the value of the Demised Premises, that the proposed transaction does not present any environmental concernsassumption instruments.

Assignment or Sublease. 17.1 Tenant shall neither voluntarily, nor by operation of law, not assign, transfer, mortgage, pledge, hypothecate encumber or encumber otherwise transfer this Lease or any interest therein, and shall not sublet the said Demised Premises whole or any part thereof, or any right or privilege appurtenant thereto, or allow any other person (of the employees, agents, servants and invitees of Tenant excepted) to occupy or use the said Demised Premises, or any portion thereof, Premises without in each case first obtaining the written consent of Landlord's Executive Director, which will be within the Executive Director's sole discretion. A Notwithstanding the foregoing, Tenant may sublease portions of the Premises not being utilized by Tenant with Landlord's prior written consent, which will not be unreasonably withheld. Landlord may condition its consent upon an increase in the Rent payable hereunder in an amount equal to one any subrental or other consideration received by Tenant as a result of the subletting or assignment which is in excess of the Rent provided in Section 1(g) herein. No assignment, subletting, occupation subletting or use by any other person transfer shall not be deemed to be a consent to any subsequent assignment, subletting, occupation or use by another person. Consent to any such assignment or subletting shall in no way relieve Tenant of any liability under this Lease Lease. Consent to any such assignment, subletting or SunGard Data Systems Inc. under transfer shall not operate as a waiver of the Conditional Guaranty necessity for consent to any subsequent assignment, subletting or transfer. In connection with each request for an assignment or subletting, Tenant shall: (i) submit in writing to Landlord the name and legal composition of Payment the proposed subtenant or assignee, the nature of the proposed subtenant's or assignee's business to be carried on the Premises, the terms and provisions of the proposed sublease or assignment and such reasonable financial information as Landlord may request concerning the proposed subtenant or assignee; and (as hereinafter defined). Any ii) pay the reasonable cost of processing such assignment or subletting subletting, including attorneys' fees, upon demand of Landlord. Tenant shall provide Landlord with copies of all assignments, subleases and assumption instruments. However, Tenant may upon written notice to Landlord, but without such consent shall be voidLandlord's consent, and shall, at the option sublet all or any portion of the Premises or assign the Lease to (a) a subsidiary, parent, affiliate, division or corporation controlled by or under common control with Tenant; (b) a successor corporation related to Tenant by merger, consolidation, reorganization or government action; (c) an entity which acquires all or substantially all of the assets of Tenant; or (d) upon prior written notice to Landlord, constitute to a default under party that acquires Tenant's leasehold interest, provided that Tenant shall remain liable for the terms of this Leasefinancial performance pursuant to the Lease (collectively "Permitted Transferee"). Landlord shall not be obligated entitled to consider and respond to receive any request for consent under this paragraph unless such request is consideration in writing, contains a full explanation excess of the proposal and provides sufficient information about Rent due under the financial standing and experience of the proposed assignee or subtenant for Landlord to make an informed judgment. Tenant acknowledges that its sole remedy Lease ("Transfer Premium") with respect to any assertion that Landlord’s failure to timely consent Permitted Transfer to any assignment assignment, sublease, mortgage or sublet is unreasonable shall be the remedy of specific performance and encumbrance that Landlord consents to. Tenant shall have no damage claim or further claim of pay Landlord any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 below. In the event of any approved assignment or sublease, all rents or other payments Transfer Premium hereunder within ten (10) days after such consideration is received by Tenant in excess of the payments due from Tenant to Landlord pursuant to this Lease may be retained by Tenant. On demandLandlord shall also have the right at any time during the Term to terminate the Lease and recapture the Premises or a portion of the Premises by giving written notice to Tenant within thirty (30) days after receiving Tenant's written notice of any Permitted Transfer. Any transfer of this Lease by merger, consolidation or liquidation, or any assignee change in the ownership of, or subtenant power to vote, a majority of its outstanding stock shall make payments directly to Landlord withoutconstitute an assignment for the purposes of this Section. Provided, however, creating a direct Landlord-if Tenant's stock becomes publicly held and Tenant relation between them or releasing Tenant under this Lease. provides Landlord with written notice thereof within thirty (30) days of the date of such transfers, the transfers of such stock from private to public ownership shall not unreasonably withhold or delay consent to be deemed an assignment for purposes of this Section. Any transfer of this Lease by liquidation or sublease, providing that Landlord determines in its reasonable discretion that such sublease involuntary transfer shall constitute an assignment for the purpose of this Section. This Lease or assignment does not lessen Landlord’s security, that the use of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible and is sufficiently experienced to operate the business from the Demised Premises successfully and in a manner which any interest thereunder shall not detract from the value be assignable or transferable by operation of the Demised Premises, that the proposed transaction does not present law or by any environmental concernsprocess or proceeding of any court or otherwise.

Assignment or Sublease. 17.1 Tenant shall neither voluntarily, nor by operation of law, assign, transfer, mortgage, pledge, hypothecate or encumber not assign this Lease or sublet ---------------------- the whole or any interest thereinpart of the Leased Premises, or permit any other person except agents and shall not sublet employees of Tenant to occupy the said Demised Premises Leased Premises, or any part thereof, without the prior written consent of Landlord, which consent may not be unreasonably withheld. The term "assign" as used herein shall include (i) any assignment of a part interest in this Lease, (ii) any assignment from any co- tenant to another, (iii) any change in control or ownership of Tenant, and (iv) if Tenant is a corporation, any type of transfer or assignment, whether by merger, consolidation, liquidation or otherwise, or any right change in the ownership or privilege appurtenant theretocontrol to vote a majority of Tenant's outstanding voting stock. Any proposed use to be made of the Leased Premises by any permitted assignee or subtenant must be consistent with the use contemplated hereunder, and must be consistent with the use allowed under any applicable laws, orders or regulations of governmental authorities. Consent of Landlord to one or more assignments or subleases shall not operate as a release of Tenant's obligations hereunder, or allow as a waiver of Landlord's rights under this paragraph to deny any other person (subsequent requests for assignment or subletting. Tenant agrees to reimburse Landlord up to $500.00 for all reasonable expenses incurred in connection with any assignment or subletting, including but not limited to attorneys' fees, lender approval fees, management fees and a processing fee. Landlord shall have the employeesunlimited right to assign or collaterally assign its interest under this Lease or the rent reserved hereunder, agents, servants and invitees of Tenant excepted) or to occupy sell or use otherwise transfer the said Demised Premises, Shopping Center or any portion thereof, without first obtaining the written consent of Landlord. A consent to one assignment, subletting, occupation or use by any other person shall not be deemed to be a consent to any subsequent assignment, subletting, occupation or use by another person. Consent to any such assignment or subletting shall in no way relieve Tenant of any liability under this Lease or SunGard Data Systems Inc. under the Conditional Guaranty of Payment (as hereinafter defined). Any such assignment or subletting without such consent shall be void, and shall, at the option of the Landlord, constitute a default under the terms of this Lease. Landlord shall not be obligated to consider and respond to any request for consent under this paragraph unless such request is in writing, contains a full explanation of the proposal and provides sufficient information about the financial standing and experience of the proposed assignee or subtenant for Landlord to make an informed judgment. Tenant acknowledges that its sole remedy with respect to any assertion that Landlord’s failure to timely consent to any assignment or sublet is unreasonable shall be the remedy of specific performance and Tenant shall have no damage claim or further claim of any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 below. In the event of any approved assignment such assignment, sale or subleasetransfer (except by way of security only), including a sale by foreclosure or deed in lieu thereof, Landlord shall be entirely relieved of any and all rents or other payments received by Tenant in excess liability under the terms and conditions of this Lease that accrue after the date of the payments due from assignment, sale or transfer; provided that any funds in the hands of Landlord at the time of such assignment, sale or transfer, in which Tenant has an interest, shall be turned over to Landlord pursuant to this Lease may be retained by Tenant. On demand, any the assignee or subtenant transferee. In the event of any such sale, Tenant shall make payments directly attorn to Landlord without, however, creating a direct and become the tenant of Landlord-Tenant relation between them or releasing Tenant under this Lease. Landlord shall not unreasonably withhold or delay consent to an assignment or sublease, providing that Landlord determines 's successor in its reasonable discretion that such sublease or assignment does not lessen Landlord’s security, that the use of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible and is sufficiently experienced to operate the business from the Demised Premises successfully and in a manner which shall not detract from the value of the Demised Premises, that the proposed transaction does not present any environmental concernsinterest.

Assignment or Sublease. 17.1 (a) Tenant shall neither voluntarilynot assign this Lease or sublease the Leased Premises or any part thereof or mortgage, nor by operation of lawpledge or hypothecate its leasehold interest or grant any concession or license within the Leased Premises (any such assignment, assign, transfersublease, mortgage, pledge, hypothecate hypothecation, or encumber grant of a concession or license being hereinafter referred to in this Section 4.05 as a "Transfer") without the prior express written permission of Landlord, and any attempt to effect a Transfer without such permission of Landlord shall be void and of no effect. In order for Tenant to make a Transfer, Tenant must request in writing Landlord's permission at least sixty (60) days in advance of the date on which Tenant desires to make a Transfer, after which Landlord shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects (i) to terminate this Lease or any interest therein, and shall not sublet as to the said Demised Premises or any part thereof, or any right or privilege appurtenant thereto, or allow any other person space so affected as of the date so specified by Tenant in which event Tenant will be relieved of all further obligations hereunder as to such space; (the employees, agents, servants and invitees of Tenant exceptedii) to occupy permit Tenant to assign or use the said Demised Premisessublet such space, or any portion thereofsubject, without first obtaining the however, to prior written consent of Landlord. A consent to one assignment, subletting, occupation or use by any other person shall not be deemed to be a consent to any subsequent assignment, subletting, occupation or use by another person. Consent to any such assignment or subletting shall in no way relieve Tenant of any liability under this Lease or SunGard Data Systems Inc. under the Conditional Guaranty of Payment (as hereinafter defined). Any such assignment or subletting without such consent shall be void, and shall, at the option of the Landlord, constitute a default under the terms of this Lease. Landlord shall not be obligated to consider and respond to any request for consent under this paragraph unless such request is in writing, contains a full explanation of the proposal and provides sufficient information about the financial standing and experience approval of the proposed assignee or subtenant Subtenant by Landlord and the Rent payable hereunder shall be adjusted to the then prevailing market rent for Landlord similar building and space in the North Dallas office market including proration charges for common area maintenance, taxes and insurance; but in no event less than the Annual Rent provided in Article II hereof; or (iii) to make an informed judgment. Tenant acknowledges that its sole remedy with respect to any assertion that Landlord’s failure to timely refuse consent to any assignment or sublet is unreasonable Tenant's requested transfer and to continue this Lease in full force and effect as to the entire Leased Premises. If Landlord shall fail to notify Tenant in writing of such election within said thirty (30) day period, Landlord shall be the remedy deemed to have elected option (iii) above. The Prohibition against a Transfer contained herein shall be construed to include a prohibition against any Transfer by operation of specific performance and Tenant shall have no damage claim or further claim of any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 below. In the event of any approved assignment or sublease, all rents or other payments received by Tenant in excess of the payments due from Tenant to Landlord pursuant to this Lease may be retained by Tenant. On demand, any assignee or subtenant shall make payments directly to Landlord without, however, creating a direct Landlord-Tenant relation between them or releasing Tenant under this Lease. Landlord shall not unreasonably withhold or delay consent to an assignment or sublease, providing that Landlord determines in its reasonable discretion that such sublease or assignment does not lessen Landlord’s security, that the use of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible and is sufficiently experienced to operate the business from the Demised Premises successfully and in a manner which shall not detract from the value of the Demised Premises, that the proposed transaction does not present any environmental concernslaw.

Assignment or Sublease. 17.1 Tenant shall neither voluntarily, nor by operation of law, assign, transfer, mortgage, pledge, hypothecate or encumber In the event Lessee should desire to assign this Lease or any interest therein, and shall not sublet the said Demised Leased Premises or any part thereof, except to a wholly owned affiliate of equal or any right or privilege appurtenant theretogreater net worth, or allow any other person Lessee shall give Lessor at least thirty (30) days prior written notice, which shall specify the employees, agents, servants terms and invitees effective date thereof. Lessor shall have fifteen (15) days following receipt of Tenant exceptedsuch notice to notify Lessee in writing that Lessor elects (a) to occupy terminate this Lease as to the space so affected as of the effective date specified by Lessee in which event Lessee will be relieved on such effective date of all further obligation hereunder as to such space, (b) to permit Lessee to assign or use the said Demised Premisessublet such space, or any portion thereofsubject, without first obtaining the however, to subsequent written consent of Landlord. A consent to one assignment, subletting, occupation or use by any other person shall approval not be deemed to be a consent to any subsequent assignment, subletting, occupation or use by another person. Consent to any such assignment or subletting shall in no way relieve Tenant of any liability under this Lease or SunGard Data Systems Inc. under the Conditional Guaranty of Payment (as hereinafter defined). Any such assignment or subletting without such consent shall be void, and shall, at the option of the Landlord, constitute a default under the terms of this Lease. Landlord shall not be obligated to consider and respond to any request for consent under this paragraph unless such request is in writing, contains a full explanation of the proposal and provides sufficient information about the financial standing and experience unreasonably withheld of the proposed assignee or subtenant for Landlord sublessee by Lessor, or (c) to make an informed judgment. Tenant acknowledges that its sole remedy refuse to consent (with respect reasonable cause only) to any assertion that Landlord’s failure to timely consent to any Lessee's proposed assignment or sublet is unreasonable sublease and to continue this Lease in full force and effect as to the entire Leased Premises. If Lessor should fail to notify Lessee in writing of such election within such fifteen (15) day period, Lessor shall be deemed to have elected option (b) above. If Lessor elects to exercise option (b) above, Lessee agrees to provide, at its expense, direct access from the remedy assignment or sublease space if less than the entire premises, to a public corridor of specific performance and Tenant the Building. Lessee may assign this Lease or sublet all or a portion of the Leased Premises to a wholly owned affiliate of Lessee with written notice to Lessor but without Lessor's consent. No assignment or subletting by Lessee shall have no damage claim or further claim relieve Lessee of any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 below. In the event of any approved assignment or sublease, all rents or other payments received by Tenant in excess of the payments due from Tenant to Landlord pursuant to this Lease may be retained by Tenant. On demand, any assignee or subtenant shall make payments directly to Landlord without, however, creating a direct Landlord-Tenant relation between them or releasing Tenant obligation under this Lease. Landlord shall not unreasonably withhold or delay consent to an Any attempted assignment or sublease, providing that Landlord determines sublease by Lessee in its reasonable discretion that such sublease or assignment does not lessen Landlord’s security, that the use violation of the Demised Premises will remain as the Permitted Use; that terms and covenants of this paragraph shall be void. In no event shall the proposed sublessee or assignee be an existing occupant of any space in the Building or sublessee is financially responsible and is sufficiently experienced to operate the business from the Demised Premises successfully and in a manner which shall not detract from the value Affiliate of the Demised Premises, that the proposed transaction does not present any environmental concernssuch occupant without Lessor's written consent.

Assignment or Sublease. 17.1 Tenant shall neither voluntarily, nor by operation of law, assign, transfer, mortgage, pledge, hypothecate or encumber not assign this Lease or any interest therein, and shall not sublet the said Demised Premises or any part thereofof the Premises (each, a “Transfer” and any assignee or any right or privilege appurtenant theretosublessee, or allow any other person (the employees, agents, servants and invitees of Tenant excepteda “Transferee”) to occupy or use the said Demised Premises, or any portion thereof, without first obtaining the Landlord’s prior written consent of Landlord. A consent to one assignment, subletting, occupation or use by any other person which shall not be deemed unreasonably withheld, conditioned or delayed. To assist Landlord in determining whether to consent to a Transfer, Tenant shall submit the following to Landlord, as well as any other information reasonably requested by Landlord: (i) the name and jurisdiction of the Transferee; (ii) the proposed use of the Premises; (iii) the terms of the proposed Transfer; (iv) current financial statements and the most recent filed federal income tax return of the proposed Transferee; and (v) the proposed Transfer documents. No Transfer shall affect the liability of Tenant under this Lease and Tenant and any Transferee shall be liable to Landlord for performance of Tenant’s obligations under this Lease. Consent to any Transfer shall not operate as a waiver of the necessity of a consent to any subsequent assignmentTransfer. Landlord shall be acting reasonably in denying consent to a Transfer if Landlord determines (a) the use and occupancy of the Premises by the proposed Transferee would degrade the operation and maintenance of a first-class office building; (b) the proposed Transfer will conflict with any other Building lease; (c) intentionally omitted; (d) the proposed Transferee is an existing tenant of the Building actively or in the prior three months engaged in negotiations with Landlord to lease additional or relocation space in the Building; (e) the use and occupancy of the Premises by the proposed Transferee will unreasonably increase the traffic to the Building, subletting, occupation or use by another person. Consent to any such assignment or subletting shall in no way relieve Tenant of any liability occupancy levels within the Building beyond Tenant’s maximum density allowed under this Lease or SunGard Data Systems Inc. under a typical office tenant, whichever is greater; or (f) the Conditional Guaranty of Payment (as hereinafter defined). Any such assignment or subletting without such consent shall be void, use and shall, at the option occupancy of the Landlord, constitute a default under Premises by the terms proposed Transferee may increase the risk of this Lease. Landlord shall not be obligated to consider and respond to any request for consent under this paragraph unless such request is in writing, contains a full explanation environmental contamination of the proposal and provides sufficient information about Project due to Hazardous Material to be brought upon the financial standing and experience of the proposed assignee or subtenant for Landlord to make an informed judgment. Tenant acknowledges that its sole remedy with respect to any assertion that Landlord’s failure to timely consent to any assignment or sublet is unreasonable shall be the remedy of specific performance and Tenant shall have no damage claim or further claim of any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 below. In the event of any approved assignment or sublease, all rents or other payments received by Tenant in excess of the payments due from Tenant to Landlord pursuant to this Lease may be retained by Tenant. On demand, any assignee or subtenant shall make payments directly to Landlord without, however, creating a direct Landlord-Tenant relation between them or releasing Tenant under this Lease. Landlord shall not unreasonably withhold or delay consent to an assignment or sublease, providing that Landlord determines in its reasonable discretion that such sublease or assignment does not lessen Landlord’s security, that the use of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible and is sufficiently experienced to operate the business from the Demised Premises successfully and in a manner which shall not detract from the value of the Demised Premises, that the proposed transaction does not present any environmental concernsProject.

Assignment or Sublease. 17.1 Tenant shall neither voluntarily, nor by operation of law, assign, transfer, mortgage, pledge, hypothecate not assign or encumber its interest in this Lease or any interest therein, and shall not sublet the said Demised Premises or sublease all or any part thereof, or any right or privilege appurtenant thereto, of the Premises or allow any other person or entity (the except Tenant’s authorized representatives, employees, agentsinvitees, servants and invitees of Tenant exceptedor guests) to occupy or use the said Demised Premises, all or any portion thereof, part of the Premises without first obtaining Landlord’s consent which Landlord may withhold in its sole discretion. If Tenant is a partnership, corporation, limited liability company, tenancy in common or other group or entity, a withdrawal or change (voluntary, involuntary or by operation of law) of any owner of an interest in Tenant, or the sale or transfer of any such interest, shall be deemed a voluntary assignment. Further, any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of all or substantially all of the assets of Tenant shall be deemed a voluntary assignment. The preceding restriction on transfer of ownership interests shall not apply to sales of stock in corporations the stock of which is traded through an exchange or over the counter. All rent received by Tenant from its subtenants in excess of the rent payable by Tenant to Landlord under this Lease (allocated on a square footage basis in cases of partial subleasing) shall be paid to Landlord, and any sums to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be paid to Landlord. If Tenant requests Landlord to consent to a proposed assignment or subletting, Tenant shall pay to Landlord, whether or not consent is ultimately given, $500 or Landlord’s reasonable attomeys’ fees incurred in connection with such request, whichever is greater. No interest of Tenant in this Lease shall be assignable by involuntary assignment through operation of law (including without limitation the transfer of this Lease by testacy or intestacy). Each of the following acts shall be considered an involuntary assignment: (a) If Tenant is or becomes bankrupt or insolvent, makes an assignment for the benefit of creditors, or institutes proceedings under the Bankruptcy Act in which Tenant is the bankrupt; or if Tenant is a partnership or consists of more than one person or entity, if any partner of the partnership or other person or entity is or becomes bankrupt or insolvent, or makes an assignment for the benefit of creditors; or (b) if a writ of attachment or execution is levied on this Lease; or (c) if in any proceeding or action to which Tenant is a party, a receiver is appointed with authority to take possession of the Premises. An involuntary assignment shall constitute a default by Tenant and Landlord shall have the right to elect to terminate this Lease, in which case this Lease shall not be treated as an asset of Tenant. Any assignment, sublease or encumbrance without the prior written consent of Landlord shall be void, and, at the election of Landlord, shall be a default. No consent by Landlord to any assignment, sublease or encumbrance shall be a waiver of the requirement to obtain such consent with respect to any other or later assignment, sublease or encumbrance. Acceptance of rent or other performance by Landlord following an assignment, sublease or encumbrance, whether or not Landlord has knowledge of such assignment, sublease or encumbrance, shall not constitute consent to the same nor a waiver of the requirement to obtain consent to the same. No assignment, sublease or encumbrance, with or without the prior written consent of Landlord. A consent to one assignment, subletting, occupation or use by any other person shall not be deemed to be a consent to any subsequent assignment, subletting, occupation or use by another person. Consent to any such assignment or subletting shall in no way relieve release Tenant of any from full and primary liability under this Lease or SunGard Data Systems Inc. under the Conditional Guaranty of Payment (as hereinafter defined). Any such assignment or subletting without such consent shall be void, and shall, at the option of the Landlord, constitute a default under the terms of this Lease. Landlord shall not be obligated to consider and respond to any request for consent under this paragraph unless such request is in writing, contains a full explanation of the proposal and provides sufficient information about the financial standing and experience of the proposed assignee or subtenant for Landlord to make an informed judgment. Tenant acknowledges that its sole remedy with respect to any assertion that Landlord’s failure to timely consent to any assignment or sublet is unreasonable shall be the remedy of specific performance and Tenant shall have no damage claim or further claim of any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 below. In the event of any approved assignment or sublease, all rents or other payments received by Tenant in excess of the payments due from Tenant to Landlord pursuant to this Lease may be retained by Tenant. On demand, any assignee or subtenant shall make payments directly to Landlord without, however, creating a direct Landlord-Tenant relation between them or releasing Tenant under this Lease. Landlord shall not unreasonably withhold or delay consent to an assignment or sublease, providing that Landlord determines in its reasonable discretion that such sublease or assignment does not lessen Landlord’s security, that the use of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible and is sufficiently experienced to operate the business from the Demised Premises successfully and in a manner which shall not detract from the value of the Demised Premises, that the proposed transaction does not present any environmental concerns.hereunder

Assignment or Sublease. 17.1 Tenant shall neither voluntarily, nor by operation of law, not assign, transfer, mortgage, pledge, hypothecate hypothecate, encumber or encumber otherwise transfer this Lease or any interest therein, and shall not sublet nor sublease the said Demised Premises whole or any part thereofof the Leased Premises, nor shall this Lease or any interest hereunder be assignable or transferable by any process or proceeding of any court, or any right or privilege appurtenant thereto, or allow any other person (the employees, agents, servants and invitees of Tenant excepted) to occupy or use the said Demised Premises, or any portion thereofotherwise, without in each case first obtaining the prior written consent of Landlord, which consent may be withheld in Landlord’s sole subjective discretion. A Any such transaction undertaken without Landlord’s prior written consent shall be null and void. In determining whether to grant consent to one Tenant’s sublease or assignment request, Landlord may consider any factor, including but not limited to the experience and business reputation of the proposed assignee or sublessee in operating a business for the uses set forth in the Lease; whether the clientele, personnel and foot traffic generated by such proposed assignee or sublessee is satisfactory to Landlord; notwithstanding that Tenant and/or others remain liable under the Lease, whether the proposed assignee or sublessee has a net worth, and financial strength and credit record, reasonably satisfactory to Landlord; use of the Leased Premises by the proposed assignee or sublessee must be identical to the use permitted by the Lease; use of the Leased Premises by the proposed assignee or sublessee will not violate or create any potential violation of any laws; whether the quality of the business to be operated or likely to be operated by the proposed assignee or sublessee is satisfactory to Landlord; and whether Landlord’s consent might result in a breach of any other lease or agreement to which Landlord is a party; and whether the product mix and target customer base of the proposed assignee or sublessee is consistent with the product mix and target customer base that Landlord is trying to maintain or achieve within Bellevue Place. No assignment, sublettingsubleasing or other transfer shall relieve Tenant of any liability under this Lease. The prohibition set forth in this Section 20 includes, occupation without limitation (and the following shall be deemed to be “assignments”): (i) a consolidation or use merger of Tenant; (ii) a change in the ownership or voting rights of more than twenty-five percent (25%) of the issued and outstanding stock of any corporate tenant; (iii) any subleasing or assignment which would otherwise occur by operation of law, merger, consolidation, reorganization, transfer or other significant change in corporate or proprietary structure; (iv) the sale, assignment or transfer of all or substantially all of the assets of Tenant, with or without the specific assignment of this Lease; and (v) a change in control in any other person partnership tenant. The acceptance by Landlord of any amounts following any transaction prohibited hereunder shall not be deemed to be a consent by Landlord nor shall the same be deemed to be a waiver of any right or remedy of Landlord hereunder. Consent to any such assignment, subleasing or other transfer shall not operate as a waiver of the necessity for consent to any subsequent assignment, sublettingsubleasing or transfer. If Landlord’s consent is requested for an assignment or sublease of all or a portion of the Leased Premises, occupation or use by another person. Consent Landlord shall have the right to any terminate this Lease with respect to that portion of the Leased Premises for which such consent is requested, at the proposed effective date of such assignment or subletting shall in no way relieve Tenant of any liability under this Lease or SunGard Data Systems Inc. under the Conditional Guaranty of Payment (as hereinafter defined). Any such assignment or subletting without such consent shall be voidsubleasing, and shall, at enter into the option relationship of the Landlord, constitute a default under the terms of this Lease. Landlord shall not be obligated to consider and respond to any request for consent under this paragraph unless such request is in writing, contains a full explanation of the proposal and provides sufficient information about the financial standing and experience of Tenant with the proposed assignee or subtenant for Landlord based on the rent (and/or other compensation) and term agreed to make an informed judgment. Tenant acknowledges that its sole remedy with respect to any assertion that Landlord’s failure to timely consent to any assignment or sublet is unreasonable shall be the remedy of specific performance and Tenant shall have no damage claim or further claim of any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 below. In the event of any approved assignment or sublease, all rents or other payments received by Tenant in excess of the payments due from Tenant to Landlord pursuant to this Lease may be retained by Tenant. On demand, any such assignee or subtenant shall make payments directly to Landlord without, however, creating a direct Landlord-Tenant relation between them or releasing Tenant under and otherwise upon the terms and conditions of this Lease. Landlord shall not unreasonably withhold or delay consent to an assignment or sublease, providing that Landlord determines in its reasonable discretion that such In connection with any sublease or assignment does not lessen Landlord’s securityassignment, that the use Tenant shall promptly provide Landlord with fully executed copies of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible all assignment, sublease and is sufficiently experienced to operate the business from the Demised Premises successfully and in a manner which shall not detract from the value of the Demised Premises, that the proposed transaction does not present any environmental concernsassumption instruments.

Assignment or Sublease. 17.1 (a) Landlord shall have the right to transfer and assign this Lease along with any transfer or assignment, in whole or in part, of Landlord's rights and obligations in the Premises. In the event that Landlord transfers and assigns this Lease, provided that the transferee assumes all of Landlord's obligations under this Lease thereafter accruing, Landlord shall be released from all liability under this Lease arising after the effective date of the assignment. Tenant shall neither voluntarily, nor by operation of law, assign, transfer, mortgage, pledge, hypothecate or encumber not assign this Lease or any interest therein, and shall not sublet the said Demised Premises all or any part thereof, or any right or privilege appurtenant thereto, or allow any other person (of the employees, agents, servants and invitees of Tenant excepted) to occupy or use Premises without the said Demised Premises, or any portion thereof, without first obtaining the prior written consent of Landlord. A consent to one assignment, subletting, occupation or use by any other person shall not be deemed to be a consent to any subsequent assignment, subletting, occupation or use by another person. Consent to any such assignment or subletting shall in no way relieve Tenant of any liability under this Lease or SunGard Data Systems Inc. under the Conditional Guaranty of Payment (as hereinafter defined). Any such assignment or subletting without such which consent shall be void, and shall, at the option unreasonably withheld or delayed. Any request by Tenant for Landlord's consent to an assignment or sublease must be accompanied by: (1) a copy of the Landlord, constitute proposed assignment or sublease; (2) a default under written statement as to the terms of this Lease. Landlord shall not be obligated to consider and respond to any request for consent under this paragraph unless such request is in writing, contains a full explanation proposed assignee or sublessee's intended use of the proposal Premises; (3) a Xxxx and provides sufficient information about the financial standing and experience Bradstreet report or an equivalent report of the proposed assignee or subtenant sublessee in a form reasonably acceptable to Landlord; (4) financial statements including the most current annual income statement and balance sheet (as defined by generally accepted accounting practices) for Landlord to make an informed judgment. Tenant acknowledges that its sole remedy with respect to any assertion that Landlord’s failure to timely consent to any assignment or sublet is unreasonable shall be the remedy of specific performance and Tenant shall have no damage claim or further claim of any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 below. In the event of any approved assignment or sublease, all rents or other payments received by Tenant in excess of the payments due from Tenant to Landlord pursuant to this Lease may be retained by Tenant. On demand, any assignee or subtenant shall make payments directly to Landlord without, however, creating a direct Landlord-Tenant relation between them or releasing Tenant under this Lease. Landlord shall not unreasonably withhold or delay consent to an assignment or sublease, providing that Landlord determines in its reasonable discretion that such sublease or assignment does not lessen Landlord’s security, that the use of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible (and is sufficiently experienced Landlord shall observe the confidentiality of any such statements which are not public); (5) at the Landlord's discretion, banking and business references for the proposed assignee or sublessee; and (6) a description of the intended use of the Premises by the proposed assignee or sublessee and a satisfactory report from an environmental engineer, satisfactory to operate Landlord, concerning said use and the business risks of environmental contamination resulting from the Demised Premises successfully and in a manner which shall not detract from the value proposed use of the Demised Premises, that Premises by the assignee or subtenant. Landlord reserves the right to request such other information as reasonably necessary to qualify the proposed assignee or sublessee. Landlord agrees to respond to any request by Tenant for approval of an assignment or subletting within 15 days after receiving the request and the information described above. Notwithstanding the foregoing, Tenant shall have the right to assign or sublet to any wholly owned subsidiary or parent entity without the consent of Landlord, provided that Tenant notifies Landlord in advance and delivers to Landlord the information regarding the transaction does not present any environmental concernsdescribed above.

Assignment or Sublease. 17.1 Tenant shall neither voluntarily, nor by operation of law, assign, transfer, mortgage, pledge, hypothecate or encumber 22.1 In the event Lessee should desire to assign this Lease or any interest therein, and shall not sublet the said Demised Leased Premises or any part thereof, Lessee shall give Lessor written notice of such intent, including the name and adclress of the proposed sublessee or any right assignee and all information concerning the proposed sublease or privilege appurtenant theretoassignment, at least sixty (60) days in advance of the date on which Lessee clesires to make such sublease or assignment. Lessor shall then have a period of thirty (30) days following receipt of such notice within which to notify Lessee in writing that Lessor elects either (a) to terminate this Lease as to the space so affected as of the date so specified by Lessee in which event Lessee will be relieved of all further obligation hereunder as to such space, or allow any other person (the employees, agents, servants and invitees of Tenant exceptedb) to occupy permit Lessee to assign or use the said Demised Premisessublet such space, or any portion thereofsubject, without first obtaining the however, to subsequent written consent of Landlord. A consent to one assignment, subletting, occupation or use by any other person shall not be deemed to be a consent to any subsequent assignment, subletting, occupation or use by another person. Consent to any such assignment or subletting shall in no way relieve Tenant of any liability under this Lease or SunGard Data Systems Inc. under the Conditional Guaranty of Payment (as hereinafter defined). Any such assignment or subletting without such consent shall be void, and shall, at the option of the Landlord, constitute a default under the terms of this Lease. Landlord shall not be obligated to consider and respond to any request for consent under this paragraph unless such request is in writing, contains a full explanation of the proposal and provides sufficient information about the financial standing and experience approval of the proposed assignee or subtenant for Landlord to make an informed judgment. Tenant acknowledges that its sole remedy with respect to any assertion that Landlord’s failure to timely consent to any assignment or sublet is unreasonable shall be the remedy of specific performance and Tenant shall have no damage claim or further claim of any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 below. In the event of any approved assignment or sublease, all rents or other payments received sublessee by Tenant in excess of the payments due from Tenant to Landlord pursuant to this Lease may be retained by Tenant. On demand, any assignee or subtenant shall make payments directly to Landlord withoutLessor; provided, however, creating that if the rental rate agreed upon between Lessee and the sublessee is greater than the rental rate that Lessee must pay Lessor, then such excess rental shall be deemed additional rent owed by Lessee to Lessor and shall be paid by Lessee to Lessor in the same manner that Lessee pays the Base Rental as specified in Article 3; or (c) to refuse to consent to Lessee's assignment or subleasing such space and to continue this Lease in full force and effect as to the entire Leased Premises. If lessor should fail to notify Lessee in writing of such election within such thirty (30) day period, Lessor shall be deemed to have elected option (c) above. If Lessor elects to exercise option (b) above, Lessee agrees to provide at Lessee's expense, direct access from such sublet space to a direct Landlord-Tenant relation between them public corridor of the Building. No assignment or releasing Tenant subletting by Lessee shall relieve Lessee of any obligation under this Lease. Landlord shall not unreasonably withhold or delay consent to an Any attempted assignment or sublease, providing that Landlord determines sublease by Lessee in its reasonable discretion that such violation of the terms and covenants of this Article 22.1 shall be void. Any and all consideration paid to Lessee in connection with any sublease or assignment does not lessen Landlord’s security, that the use of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible shall be for Lessor's account and is sufficiently experienced shall be paid over to operate the business from the Demised Premises successfully and in a manner which shall not detract from the value of the Demised Premises, that the proposed transaction does not present any environmental concernsLessor by Lessee upon Lessee's receipt thereof.

Assignment or Sublease. 17.1 Tenant Lessor shall neither voluntarilyhave the right to transfer and assign, nor in whole or in part, its rights and obligations in the Building and property that are the subject of this Lease. Lessee shall not assign this Lease, or allow it to be assigned, in whole or in part by operation of lawlaw or otherwise, assignor mortgage or pledge the same, transfer, mortgage, pledge, hypothecate or encumber this Lease or any interest therein, and shall not sublet the said Demised Premises Leased Premises, or any part thereof, without the prior written consent of Lessor, such consent not to be unreasonably withhold if Permitted Use remains the same, and in no event shall any such assignment or sublease ever release Lessee from any obligation or liability hereunder. No assignee or Sublessee of the Leased Premises or any right portion thereof may assign or privilege appurtenant thereto, or allow any other person (sublet the employees, agents, servants and invitees of Tenant excepted) to occupy or use the said Demised Premises, Leased Premises or any portion thereof. Lessor shall have the option, without first obtaining the upon receipt from Lessee of written consent of Landlord. A request for Lessor's consent to one subletting or assignment, sublettingto cancel this Lease as of the date the requested subletting or assignment is to be effective. The option shall be exercised, occupation if at all, within thirty (30) days following Lessor's receipt of written notice by delivery to Lessee of written notice of Lessor's intention to exercise the option. Upon the occurrence of any "event of default" as defined below, if all or use by any part of the Leased Premises are then assigned or sublet, Lessor, in addition to any other person remedies provided by this Lease or provided by law, may, at its option, collect directly from the assignee or subLessee all rents becoming due to Lessee by reason of the assignment or sublease and Lessor shall have a security interest in all properties on the Leased Premises to secure payment of such sums. Any collection directly by Lessor from the assignee or subLessee shall not be deemed construed to be a consent to any subsequent assignment, subletting, occupation or use by another person. Consent to any such assignment or subletting shall in no way relieve Tenant of any liability under this Lease or SunGard Data Systems Inc. under the Conditional Guaranty of Payment (as hereinafter defined). Any such assignment or subletting without such consent shall be void, and shall, at the option of the Landlord, constitute a default under release of Lessee from the terms further performance of this Lease. Landlord shall not be obligated to consider and respond to any request for consent under this paragraph unless such request is in writing, contains a full explanation of the proposal and provides sufficient information about the financial standing and experience of the proposed assignee or subtenant for Landlord to make an informed judgment. Tenant acknowledges that its sole remedy with respect to any assertion that Landlord’s failure to timely consent to any assignment or sublet is unreasonable shall be the remedy of specific performance and Tenant shall have no damage claim or further claim of any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 below. In the event of any approved assignment or sublease, all rents or other payments received by Tenant in excess of the payments due from Tenant to Landlord pursuant to this Lease may be retained by Tenant. On demand, any assignee or subtenant shall make payments directly to Landlord without, however, creating a direct Landlord-Tenant relation between them or releasing Tenant obligations under this Lease. Landlord shall not unreasonably withhold or delay consent to an assignment or sublease, providing that Landlord determines in its reasonable discretion that such sublease or assignment does not lessen Landlord’s security, that the use of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible and is sufficiently experienced to operate the business from the Demised Premises successfully and in a manner which shall not detract from the value of the Demised Premises, that the proposed transaction does not present any environmental concerns.

Assignment or Sublease. 17.1 Tenant shall neither voluntarilynot sublet or encumber the whole or any part of the Premises, nor by operation of law, assign, transfer, mortgage, pledge, hypothecate or encumber shall this Lease or any interest thereinthereunder be assignable or transferable by operation of law or by any process or proceeding of any court or otherwise without the prior written consent of Landlord. As a material inducement to Landlord to execute and deliver this Lease, Tenant agrees it shall be reasonable under this Lease and under applicable law for Landlord to withhold consent to any proposed assignment, encumbrance or sublease if Landlord determines that any one or more, or the following applies (without limitation as to other reasonable grounds for withholding consent): (a) Landlord is not reasonably assured that the proposed transferee will fully, completely and promptly perform all obligations of Tenant under this Lease, (b) the transferee proposes to use the Premises for any purpose other than the permitted uses under this Lease, (c) the proposed transfer would cause Landlord to be in violation of any other lease or agreement to which Landlord is a party or would give any occupant of the Building either the right to cancel its lease or to make a claim against Landlord, (d) the proposed transferee fails to deliver to Landlord its written assumption for all of the obligations to be performed by Tenant under the Lease in connection with the portion of the Premises which is the subject of the proposed transferee, (e) if Tenant and all guarantors will not continue to remain liable on this lease or (f) the proposed transferee’s operating experience or reputation arc inconsistent with those of other tenants in the Building. Consent by Landlord to one assignment or subletting shall not sublet operate as a waiver of the said Demised limitations set forth in this Section 18 as to future assignments or subleases. If Tenant requests Landlord’s consent to any assignment of this Lease or subletting of the Premises or any part thereof, or any right or privilege appurtenant thereto, or allow any other person (the employees, agents, servants and invitees of Tenant excepted) to occupy or use the said Demised Premises, or any portion thereof, Landlord, at its option, may elect to terminate this Lease as to the portion of the Premises affected by the action for which consent is requested and enter into a direct lease with the proposed assignee or subtenant. Any assignment or sublease without first obtaining the Landlord’s prior written consent of shall, at Landlord’s option be void. No assignment or sublease shall release Tenant from primary liability hereunder. Each assignment and sublease shall be by an instrument in writing in form satisfactory to Landlord. A consent In addition Tenant agrees that if Tenant assigns its interest in this Lease or sublets the Premises, Tenant shall pay to Landlord one assignment, subletting, occupation or use half (1/2) of any rent and any and all consideration received by any other person shall not be deemed to be a consent to any subsequent assignment, subletting, occupation or use by another person. Consent to any Tenant for such assignment or subletting shall in no way relieve sublease received from the sublessee or assignee that exceeds the amount of the Rent (the “Excess Rent”). Tenant may deduct from the Excess Rent all reasonable expenses incurred by Tenant attributable to the sublease or assignment. If Tenant is a corporation, then any transfer of any liability under this Lease by merger, consolidation or SunGard Data Systems Inc. under liquidation, or any change in the Conditional Guaranty ownership of, or power to vote the majority of Payment (as hereinafter defined). Any such Tenant’s outstanding stock, shall constitute an assignment or subletting without such consent shall be void, and shall, at for the option of the Landlord, constitute a default under the terms purposes of this Lease. If Tenant is a partnership, then a change in general partners or voting or decision-making control or the partnership shall also constitute an assignment. Tenant shall also pay all legal fees and other costs incurred by Landlord in connection with Landlord’s consideration of Tenant’s request for approval of assignments or subleases, including assignments for security purposes. Notwithstanding anything to the contrary herein, a reorganization of or sale of shares between the existing shareholders of Tenant at the time of execution of this Lease (“Existing Shareholders”) shall not be obligated constitute an assignment for the purposes of this Lease, nor shall a sale of up to consider and respond to any request for consent under this paragraph unless such request is in writing, contains a full explanation 50% of the proposal voting shares in the Tenant’s outstanding stock to outside investors constitute an assignment for the purposes of this Lease if the Existing Shareholders or any one of them, retain control of the remaining 50% of the voting shares of stock. Notwithstanding anything above to the contrary, if the Lease Guarantee Agreement (Exhibit E) has expired, and provides sufficient information about Tenant wishes to sublease all of the financial standing Premises to an unrelated third party, Landlord may consider the current assets or the tangible net worth (determined in accordance with general accepted accounting principles, consistently applied by Tenant’s and experience the proposed transferee’s respective independent certified public accountants) of the proposed assignee transferee and any guarantor, in determining whether to grant or subtenant for Landlord to make an informed judgment. Tenant acknowledges that its sole remedy with respect to any assertion that withhold Landlord’s failure to timely consent to any assignment or sublet is unreasonable shall be the remedy of specific performance and Tenant shall have no damage claim or further claim of any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 below. In the event of any approved assignment or sublease, all rents or other payments received by Tenant in excess of the payments due from Tenant to Landlord pursuant to this Lease may be retained by Tenant. On demand, any assignee or subtenant shall make payments directly to Landlord without, however, creating a direct Landlord-Tenant relation between them or releasing Tenant under this Lease. Landlord shall not unreasonably withhold or delay consent to an assignment or sublease, providing that Landlord determines in its reasonable discretion that such sublease or assignment does not lessen Landlord’s security, that the use of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible and is sufficiently experienced to operate the business from the Demised Premises successfully and in a manner which shall not detract from the value of the Demised Premises, that the proposed transaction does not present any environmental concerns.

Assignment or Sublease. 17.1 (a). Tenant shall neither voluntarily, nor by operation of law, assign, transfer, mortgage, pledge, hypothecate not assign or encumber its interest in this Lease or any interest therein, and shall not sublet the said Demised Premises or sublease all or any part thereof, or any right or privilege appurtenant thereto, of the Premises or allow any other person or entity (the except Tenant's authorized representatives, employees, agentsinvitees, servants and invitees of Tenant exceptedor guests) to occupy or use the said Demised Premises, all or any portion thereof, part of the Premises without first obtaining the written Landlord's consent of Landlord. A consent to one assignment, subletting, occupation or use by any other person shall not be deemed to be a consent to any subsequent assignment, subletting, occupation or use by another person. Consent to any such assignment or subletting shall in no way relieve Tenant of any liability under this Lease or SunGard Data Systems Inc. under the Conditional Guaranty of Payment (as hereinafter defined). Any such assignment or subletting without such consent shall be void, and shall, at the option of the Landlord, constitute a default under the terms of this Lease. Landlord shall not be obligated to consider and respond to any request for consent under this paragraph unless such request is in writing, contains a full explanation of the proposal and provides sufficient information about the financial standing and experience of the proposed assignee or subtenant for Landlord to make an informed judgment. Tenant acknowledges that its sole remedy with respect to any assertion that Landlord’s failure to timely consent to any assignment or sublet is unreasonable shall be the remedy of specific performance and Tenant shall have no damage claim or further claim of any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 below. In the event of any approved assignment or sublease, all rents or other payments received by Tenant in excess of the payments due from Tenant to Landlord pursuant to this Lease may be retained by Tenant. On demand, any assignee or subtenant shall make payments directly to Landlord without, however, creating a direct Landlord-Tenant relation between them or releasing Tenant under this Lease. which Landlord shall not unreasonably withhold or delay withhold. Landlord shall be deemed reasonable in withholding its consent to an assignment or sublease12 December 16, providing that Landlord 1995 if it determines in its reasonable sole discretion that such sublease or assignment does not lessen Landlord’s security, that that: (i) the use financial net worth of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible not equal to or greater than Tenant's financial net worth as of the date of this Lease as increased by the increase in the Consumer Price Index, if any, between the date of this Lease and the date of the assignment or sublease; (ii) the intended use of the Premises by the proposed assignee or sublessee is sufficiently experienced inconsistent or incompatible or competes with other uses in the Project; (iii) the intended use of the Premises by the proposed assignee or sublessee will require more than insignificant alteration (as defined in Paragraph 16.b of the Lease) of the Premises; (iv) the intended use of the Premises by the proposed assignee or sublessee will constitute a violation of this Lease or any governmental law, rule, ordinance or regulation governing the Premises or would involve the storage, use or keeping of Hazardous Materials (in addition to operate permitted Hazardous Materials as defined in Exhibit H attached hereto) in, on or about the business from Premises, the Demised Premises successfully Common Areas or any other portion of the Project. Any assignment, encumbrance or sublease without Landlord's written consent shall be voidable and in at Landlord's election, shall constitute a manner which default. Landlord's waiver or consent to any assignment or subletting shall not detract relieve Tenant or any assignee or sublessee from the value of the Demised Premises, that the proposed transaction does any obligation under this Lease whether or not present any environmental concernsaccrued.

Assignment or Sublease. 17.1 In the event Tenant shall neither voluntarily, nor by operation of law, assign, transfer, mortgage, pledge, hypothecate or encumber desires to assign this Lease or any interest thereintherein including, and shall not without limitation, a pledge, mortgage or other hypothecation, or sublet the said Demised Premises or any part thereof, Tenant shall deliver to Landlord executed counterparts of any such agreement and of all ancillary agreements with the proposed assignee or subtenant, financial statements, and any right additional information as reasonably required to determine whether it will consent to the proposed assignment or privilege appurtenant theretosublease. The notice shall give the name and current address of the proposed assignee/subtenant, proposed use of the Premises, rental rate and current financial statement; and upon request to Tenant, Landlord shall be given additional information as reasonably required to determine whether it will consent to the proposed assignment or sublease. Landlord shall then have a period of seven (7) business days following receipt of such notice within which to notify Tenant in writing that Landlord elects (i) to terminate this Lease as to the space so affected as of the date so specified by Tenant in which event Tenant will be relieved of all further obligations hereunder as to such space; provided that Landlord shall only be entitled to terminate this Lease in the event the proposed assignment or sublease relates to more than fifty percent (50%) of the Building for a cumulative period of time in excess of three (3) years to the same subtenant, (ii) to permit Tenant to assign or sublet such space to the named assignee/subtenant on the terms and conditions set forth in the notice, or allow any other person (the employeesiii) refuse consent. If Landlord should fail to notify Tenant in writing of such election within said seven (7) business-day period, agents, servants and invitees of Tenant excepted) to occupy or use the said Demised Premises, or any portion thereof, without first obtaining the written consent of Landlord. A consent to one assignment, subletting, occupation or use by any other person Landlord shall not be deemed to be a consent to any subsequent assignment, subletting, occupation have elected option (ii) above. Any rent or use other economic consideration realized by another person. Consent to Tenant under any such sublease and assignment in excess of the Base Rental and Additional Rental payable hereunder (including an allocation of the purchase price in the event of a sale of the Tenant's business), after the net unamortized cost of the Tenant Extra Improvements for which Tenant has itself paid, and reasonable subletting and assignment costs, shall be divided and paid fifty percent (50%) to Landlord and fifty percent (50%) to Tenant. Tenant's obligation to pay over Landlord's portion of the consideration shall constitute an obligation for additional rent hereunder. No assignment or subletting by Tenant shall in no way relieve Tenant of any liability under this Lease or SunGard Data Systems Inc. under the Conditional Guaranty of Payment (as hereinafter defined). Any such assignment or subletting without such consent shall be void, and shall, at the option of the Landlord, constitute a default under the terms of this Lease. Landlord shall not be obligated to consider and respond to any request for consent under this paragraph unless such request is in writing, contains a full explanation of the proposal and provides sufficient information about the financial standing and experience of the proposed assignee or subtenant for Landlord to make an informed judgment. Tenant acknowledges that its sole remedy with respect to any assertion that Landlord’s failure to timely consent to any assignment or sublet is unreasonable shall be the remedy of specific performance and Tenant shall have no damage claim or further claim of any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 below. In the event of any approved assignment or sublease, all rents or other payments received by Tenant in excess of the payments due from Tenant to Landlord pursuant to this Lease may be retained by Tenant. On demand, any assignee or subtenant shall make payments directly to Landlord without, however, creating a direct Landlord-Tenant relation between them or releasing Tenant obligation under this Lease. Any assignment or subletting which conflicts with the provisions hereof shall be void. If Landlord exercises its option to terminate this Lease in part in the event Tenant desires to sublet or assign part of the Premises, then (a) this Lease shall end and expire, with respect to such part of the Premises, on the date upon which the proposed sublease was to commence, and (b) from and after such date, the rent and Tenant's allocable share of all other costs and charges shall be adjusted, based upon the proportion that the rentable area of the Premises remaining bears to the total rentable area of the Premises. If Landlord does not exercise its option to terminate this Lease, Landlord's consent (which must be in writing and in form reasonably satisfactory to Landlord) to the proposed assignment or sublease shall not be unreasonably withhold withheld or delay consent to an assignment or subleasedelayed, providing that Landlord determines in its reasonable discretion that such sublease or assignment does not lessen Landlord’s security, that the use of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible provided and is sufficiently experienced to operate the business from the Demised Premises successfully and in a manner which shall not detract from the value of the Demised Premises, that the proposed transaction does not present any environmental concerns.upon condition that:

Assignment or Sublease. 17.1 Tenant shall neither voluntarily, nor by operation of law, assign, transfer, mortgage, pledge, hypothecate The Lessee covenants and agrees not to encumber or encumber assign this Lease or any interest therein, and shall not sublet the said Demised Premises all or any part thereof, (including desk space or any right or privilege appurtenant thereto, or allow any other person (mailing privileges) of the employees, agents, servants and invitees of Tenant excepted) to occupy or use the said Demised Premises, or any portion thereof, Leased Premises without first obtaining the written consent of Landlordthe Lessor, which consent may be withheld by Lessor. A Such assignment shall in no way relieve the Lessee from any obligations, covenants, and provisions of this Lease. If Lessor grants its consent to one assignment, an assignment or subletting, occupation rent under this Lease shall thereafter be the greater of (a) the rent payable as per terms and conditions of this Lease, or use (b) the rent payable by the Assignee or Subtenant (including any consideration paid by Assignee or Subtenant). In no event shall Lessee assign or sublet the Leased Premises for any terms, conditions, and covenants other person than those contained herein. In no event shall this Lease be assigned or be assignable by operation of Law or by voluntary or involuntary bankruptcy proceedings or otherwise, and in no event shall this lease or any rights or privileges hereunder be an asset of Lessee under any bankruptcy, insolvency, or reorganizational proceedings. Lessor shall not be liable nor shall the Leased Premises be subject to any mechanics, materialmens, or other type liens, and Lessee shall keep the Leased Premises and land on which the Leased Premises are situated free from any such liens which may occur because of acts of Lessee, notwithstanding any foregoing provision. Any consent to any subletting or assignment shall not be deemed to be a consent to any subsequent subletting or assignment, subletting, occupation or use by another person. Consent to any such assignment or subletting shall in no way relieve Tenant of any liability under this Lease or SunGard Data Systems Inc. under the Conditional Guaranty of Payment (as hereinafter defined). Any such assignment assignee, transferee, or subletting without such consent purchaser shall agree in writing to be void, bound by and shall, at comply with the option of the Landlord, constitute a default under the terms provisions of this Lease. Landlord shall not be obligated to consider and respond to any request for consent under this paragraph unless such request is in writing, contains a full explanation of the proposal and provides sufficient information about the financial standing and experience of the proposed assignee or subtenant for Landlord to make an informed judgment. Tenant acknowledges that its sole remedy with respect to any assertion that Landlord’s failure to timely consent to any assignment or sublet is unreasonable shall be the remedy of specific performance and Tenant shall have no damage claim or further claim of any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 below. In the event of any approved assignment or sublease, all rents or other payments received by Tenant in excess of the payments due from Tenant to Landlord pursuant to this Lease may be retained by Tenant. On demand, any assignee or subtenant shall make payments directly to Landlord without, however, creating a direct Landlord-Tenant relation between them or releasing Tenant under this Lease. Landlord shall not unreasonably withhold or delay consent to an assignment or sublease, providing that Landlord determines in its reasonable discretion that such sublease or assignment does not lessen Landlord’s security, that the use of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible and is sufficiently experienced to operate the business from the Demised Premises successfully and in a manner which shall not detract from the value of the Demised Premises, that the proposed transaction does not present any environmental concerns.

Assignment or Sublease. 17.1 Tenant Lessor shall neither voluntarily, nor by operation of law, have the right to transfer and assign, transferin whole or in part, mortgage, pledge, hypothecate or encumber this Lease or any interest therein, its rights and shall not sublet obligations in the said Demised Premises or any part thereof, or any right or privilege appurtenant thereto, or allow any other person (building and property that are the employees, agents, servants and invitees of Tenant excepted) to occupy or use the said Demised Premises, or any portion thereof, without first obtaining the written consent of Landlord. A consent to one assignment, subletting, occupation or use by any other person shall not be deemed to be a consent to any subsequent assignment, subletting, occupation or use by another person. Consent to any such assignment or subletting shall in no way relieve Tenant of any liability under this Lease or SunGard Data Systems Inc. under the Conditional Guaranty of Payment (as hereinafter defined). Any such assignment or subletting without such consent shall be void, and shall, at the option of the Landlord, constitute a default under the terms subject of this Lease. Landlord Lessee shall not assign this Lease or sublet all or any part of the leased premises without the prior written consent of Lessor (which consent shall not be obligated to consider unreasonably withheld or delayed). Notwithstanding the foregoing, Lessee may transfer and respond assign its rights and obligations, in whole or in part under this lease to any request for affiliate of Lessee without the consent under this paragraph unless of Lessor provided that such request is in writing, contains affiliate maintains the insurance required to be maintained by Lessee hereunder and if requested by Lessor shall provide Lessor with a full explanation Certificate of the proposal and provides sufficient information about the financial standing and experience of the proposed assignee or subtenant for Landlord to make an informed judgment. Tenant acknowledges that its sole remedy with respect to any assertion that Landlord’s failure to timely consent to any assignment or sublet is unreasonable shall be the remedy of specific performance and Tenant shall have no damage claim or further claim of any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 belowInsurance evidencing such coverage. In the event of any approved assignment or subletting, Lessee shall nevertheless at all times remain fully responsible and liable for the payment of the rent and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. Upon the occurrence of an "event of default" as defined below, if all or any part of the leased premises are then assigned or sublet, Lessor, in addition to any other remedies provided by this Lease or provided by law, may, at its option, collect directly from the assignee or subtenant all rents becoming due to Lessee by reason of the assignment or sublease, and Lessor shall have a security interest in all rents or other payments received properties on the leased premises to secure payment of such sums. Any collection directly by Tenant in excess of Lessor from the payments due from Tenant to Landlord pursuant to this Lease may be retained by Tenant. On demand, any assignee or subtenant shall make payments directly not be construed to Landlord without, however, creating constitute a direct Landlord-Tenant relation between them novation or releasing Tenant a release of Lessee from the further performance of its obligations under this Lease. Landlord Nothing contained herein shall not unreasonably withhold or delay consent to an assignment or sublease, providing that Landlord determines in its reasonable discretion that such sublease or assignment does not lessen Landlord’s security, that the use of the Demised Premises will remain as the Permitted Use; that the proposed allow any assignee or sublessee is financially responsible of Lessee to transfer and is sufficiently experienced to operate assign, in whole or in part, its rights and obligations in the business from building and property that are the Demised Premises successfully and in a manner which shall not detract from the value subject of the Demised Premises, that the proposed transaction does not present any environmental concernsthis Lease whatsoever.

Assignment or Sublease. 17.1 A. Consent by Landlord: Except as specifically provided in this Section 17.E, Tenant shall neither voluntarily, nor by operation of law, may not assign, transfersublet, mortgagehypothecate, pledge, hypothecate or encumber allow a third party to use the Premises without the express written consent of Landlord. In the event Tenant desires to assign this Lease or any interest therein, and shall not herein or sublet the said Demised Premises or any part thereof, or Tenant shall deliver to Landlord (i) executed counterparts of any right or privilege appurtenant theretoagreement and of all ancillary agreements with the proposed assignee/subtenant, or allow any other person (ii) current financial statements of the employeestransferee covering the preceding three years, agents, servants and invitees (iii) the nature of Tenant excepted) the proposed transferee’s business to occupy or use be carried on in the said Demised Premises, (iv) a statement outlining all consideration to be given on account of the Transfer, and (v) a current financial statement of Tenant. Landlord may condition its approval of any Transfer on receipt of a certification from both Tenant and the proposed transferee of all consideration to be paid to Tenant in connection with such Transfer. At Landlord’s request, Tenant shall also provide additional information reasonably required by Landlord to determine whether it will consent to the proposed assignment or any portion thereofsublease. Landlord shall have a fifteen (15) day period following receipt of all the foregoing within which to notify Tenant in writing that Landlord elects to: (i) terminate this Lease in the event the proposed sublease or assignment is for substantially all of space in the Premises; (ii) permit Tenant to assign or sublet such space to the named assignee/subtenant on the terms and conditions set forth in the notice; or (iii) refuse consent. If Landlord should fail to notify Tenant in writing of such election within the 15-day period, without first obtaining Landlord shall be deemed to have elected option (iii) above. In the event Landlord elects option (i) above, this Lease shall expire with respect to such part of the Premises on the date upon which the proposed sublease or transfer was to commence, and from such date forward, Base Monthly Rent and Tenant’s Allocable Share of all other costs and charges shall be adjusted based upon the proportion that the rentable area of the Premises remaining bears to the total rentable area of the Building. In the event Landlord elects option (ii) above, Landlord’s written consent of Landlord. A consent to one assignment, subletting, occupation the proposed assignment or use by any other person sublease shall not be deemed unreasonably withheld, provided and upon the condition that: (i) the proposed assignee or subtenant is engaged in a business that is limited to be the use expressly permitted under this Lease; (ii) the proposed assignee or subtenant is a consent company with sufficient financial worth and management ability to any subsequent assignment, subletting, occupation or use by another person. Consent to any such undertake the financial obligation of this Lease and Landlord has been furnished with reasonable proof thereof; (iii) the proposed assignment or subletting shall sublease is in no way relieve form reasonably satisfactory to Landlord; and (iv) Tenant of reimburses Landlord on demand for any liability under this Lease or SunGard Data Systems Inc. under the Conditional Guaranty of Payment (as hereinafter defined). Any such reasonable costs that may be incurred by Landlord in connection with said assignment or subletting without such consent shall be voidsublease, and shall, at including the option costs of making investigations as to the Landlord, constitute a default under the terms of this Lease. Landlord shall not be obligated to consider and respond to any request for consent under this paragraph unless such request is in writing, contains a full explanation of the proposal and provides sufficient information about the financial standing and experience acceptability of the proposed assignee or subtenant for Landlord to make an informed judgmentand legal costs incurred in connection with the granting of any requested consent. Additionally, Tenant acknowledges that Landlord may condition its sole remedy with respect to any assertion that Landlord’s failure to timely consent to any assignment or sublet is unreasonable shall be sublease upon the remedy continued guaranty of specific performance and Tenant shall have no damage claim or further claim of any nature or cause of action against Landlord the Lease by Guarantor as a result of Landlord’s actions defined in refusing to timely consent, except a claim for legal fees and costs as provided in Lease Section 51.1 20 below. In the event of all or any approved assignment or sublease, all rents or other payments received by Tenant in excess one of the payments due from Tenant to Landlord pursuant to this Lease may be retained by Tenant. On demandforegoing conditions are not satisfied, any assignee or subtenant shall make payments directly to Landlord without, however, creating a direct Landlord-Tenant relation between them or releasing Tenant under this Lease. Landlord shall not unreasonably withhold or delay consent be considered to an assignment or sublease, providing that Landlord determines in have acted reasonably if it withholds its reasonable discretion that such sublease or assignment does not lessen Landlord’s security, that the use of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible and is sufficiently experienced to operate the business from the Demised Premises successfully and in a manner which shall not detract from the value of the Demised Premises, that the proposed transaction does not present any environmental concernsconsent.

Assignment or Sublease. 17.1 Tenant shall neither not, voluntarily, nor by operation of law, or otherwise, (i) assign, transfer, mortgage, pledge, hypothecate or otherwise transfer or encumber (collectively, “assign”) all or any part of Tenant’s right and interest in this Lease or in the Leased Premises or (ii) sublease the Leased Premises or any interest thereinpart thereof without the prior written consent of Landlord, and any attempt to do any of the foregoing without such written consent shall be null and void and shall constitute a default under this Lease. Notwithstanding the foregoing, Tenant shall have the right to enter into a sublease with MS Medical Services, LLC (“Approved Subtenant”), so long as the sublease entered between Tenant and Approved Subtenant, is approved by Landlord, with Landlord acting reasonable, and does not sublet conflict or violate any of the said Demised terms, conditions or provisions of this Lease. Notwithstanding anything to the contrary contained in this Lease, Landlord may disapprove, at Landlord’s sole but reasonable discretion, any proposed subtenant or proposed assignee (i) whose credit history or references from prior landlord(s) are unsatisfactory or (ii) whose use (in type or intensity) of the Leased Premises or any building in the Property (including occupancy and/or parking) would, in Landlord’s sole but reasonable, materially vary from that of Tenant or (iii) with whom Landlord would not normally enter into a direct lease, including, without limitation one which may (A) compete with or otherwise adversely affect a current or prospective tenant in the Building or in any building in the Property, a member of Landlord or a prospective purchaser of the Building or any building in the Property or (B) adversely affect the marketability, value or reputation of other leased space in the Building or in any building in the Property. Further notwithstanding anything to the contrary contained in this Lease, in no event shall Tenant assign this Lease or sublease the Leased Premises to any entity (i) engaged in the commercial real estate business, including, without limitation, property management, the brokerage, ownership or development of competitive properties, or the provision of “Executive Suites” or any similar arrangement or (ii) which would cause Landlord to be in default of another lease in the Building or Property. Landlord’s consent to any assignment or sublease hereunder does not constitute a waiver of its right to disapprove of any further assignment or sublease. If Tenant desires to assign this Lease or sublease the Leased Premises or any part thereof, Tenant shall give Landlord notice of such desire at least sixty (60) days in advance of the date on which Tenant desires to make such assignment or any right sublease, together with a non-refundable fee of Seven Hundred Fifty Dollars ($750.00) (the “Administration Fee”) and a copy of the appropriate sublease or privilege appurtenant theretoassignment documentation. Landlord shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects (i) to terminate this Lease as to the space so affected as of the date so specified by Tenant, in which event Tenant shall be relieved of all further obligations hereunder as to such space or (ii) to permit Tenant to assign this Lease or sublease such space, or allow any other person (the employees, agents, servants and invitees of Tenant exceptediii) to occupy or use the said Demised Premises, or any portion thereof, without first obtaining the written consent of Landlord. A refuse to consent to one assignmentTenant’s assignment or subleasing such space and to continue this Lease in full force and effect as to the entire Leased Premises. If Landlord should fail to notify Tenant in writing of such election within the thirty (30) calendar day period, subletting, occupation or use by any other person Landlord shall not be deemed to have elected option (iii) above. If Landlord elects option (ii) above and approves the assignment or sublease, then (i) if the rent agreed upon between Tenant and subtenant is greater than the Rent that Tenant is obligated to pay to Landlord under this Lease, fifty percent (50%) of the excess rent (exclusive of Tenant’s reasonable, documented costs of subleasing the Leased Premises, including, but not limited to, commissions, marketing costs and tenant improvements), shall be a consent deemed Additional Rent owed by Tenant and payable to Landlord in the same manner that Tenant pays the Rent hereunder, (ii) Tenant shall be solely responsible for all costs, including but not limited to, the cost of any work required due to any subsequent assignmentchanges in the building, sublettingfire or other municipal, occupation state, or use by another personfederal codes (including the Americans with Disabilities Act) after the date of this Lease, together with all costs of providing any additional certificate of occupancy required for the subleased space or assigned premises, and (iii) in the event of an assignment to a person or entity whose credit-worthiness or net-worth value is less than Tenant’s as of the Execution Date, in Landlord’s sole but reasonable discretion, then Landlord may require additional security from Tenant and/or such assignee as a condition precedent to Landlord’s approval of the assignment of the Lease. Consent In addition to the Administration Fee, Tenant shall pay Landlord’s actual reasonable attorneys’ fees associated with any requested assignment or sublease hereunder regardless of whether Landlord consents to any such assignment or subletting sublease. Except as provided in Subsection (i) below, assignment or subleasing by Tenant shall in no way not relieve Tenant of any obligations under this Lease, and Tenant shall remain fully liable hereunder. In the event Tenant desires to assign this Lease as part of a merger between Tenant and a third party, an intended result of which is that Tenant will be absorbed and will cease to exist as a separate business entity, Tenant shall provide written notification to such third party/assignee that (i) this Lease gives Landlord the right to require from such third party/assignee such security for the Lease as Landlord, in its sole but reasonable discretion, deems necessary for Landlord’s protection (the “New Security”, which Landlord may treat as part of the security provided by the Letter of Credit set forth in this Lease) and that (ii) if such third party/assignee does not provide New Security to Landlord within ten (10) business days of the later of the (A) completion of such merger or (B) the execution of a Lease assignment and assumption document by Tenant and assignee, then Landlord shall have the right to deem assignee in default under this Lease and to exercise all rights and remedies as are granted to Landlord under this Lease and under law. Intentionally Omitted If Tenant is not a public company that is registered on a national stock exchange or that is required to register its stock with the Securities and Exchange Commission under Section 12(g) of the Securities and Exchange Act of 1934, any change in a majority of the voting rights or other controlling rights or interests of Tenant shall be deemed an assignment for the purposes hereof, and the provisions of this Section 10.01 shall fully apply. Notwithstanding the foregoing, Tenant shall have the right, subject to the conditions contained in this Section 10.01, including providing Landlord with prior notice of the assignment or sublease (but without the need for obtaining Landlord’s prior approval and consent), and also provided Tenant pays the Administration Fee to assign this Lease or sublet all or any portion of the Leased Premises to (i) any entity resulting from a merger or consolidation with Tenant; (ii) any entity succeeding to the business and assets of Tenant; (iii) any subsidiary or affiliate of Tenant; and (iv) any entity which is part of or affiliated with Tenant (any of the foregoing shall be deemed an “Affiliate”), so long as the Affiliate is at least as credit-worthy as Tenant, in Landlord’s sole but reasonable discretion, at the time of the transfer. Tenant shall not be released from liability under this Lease or SunGard Data Systems Inc. under upon the Conditional Guaranty of Payment (as hereinafter defined). Any such assignment or subletting without such consent shall be void, and shall, at the option sublease of the Landlord, constitute a default under the terms of this Lease. Landlord shall not be obligated to consider and respond to any request for consent under this paragraph unless such request is in writing, contains a full explanation of the proposal and provides sufficient information about the financial standing and experience of the proposed assignee or subtenant for Landlord to make an informed judgment. Tenant acknowledges that its sole remedy with respect to any assertion that Landlord’s failure to timely consent to any assignment or sublet is unreasonable shall be the remedy of specific performance and Tenant shall have no damage claim or further claim of any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 below. In the event of any approved assignment or sublease, all rents or other payments received by Tenant in excess of the payments due from Tenant to Landlord pursuant to this Lease may be retained by Tenant. On demand, any assignee or subtenant shall make payments directly to Landlord without, however, creating a direct Landlord-Tenant relation between them or releasing Tenant under this Lease. Landlord shall not unreasonably withhold or delay consent to an assignment or sublease, providing that Landlord determines in its reasonable discretion that such sublease or assignment does not lessen Landlord’s security, that the use of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible and is sufficiently experienced to operate the business from the Demised Premises successfully and in a manner which shall not detract from the value of the Demised Premises, that the proposed transaction does not present any environmental concernsAffiliate.

Assignment or Sublease. 17.1 Except as provided in paragraph (e) below, without the prior written consent of Landlord, which will not be unreasonable withheld or delayed, Tenant shall neither voluntarily, nor by operation of law, assign, transfer, mortgage, pledge, hypothecate or encumber not assign this Lease or any interest therein, and shall not sublet the said Demised Premises or any part thereof. Any attempted assignment or sublease by Tenant in violation of the terms and conditions of this paragraph shall be void and of no effect. If Tenant desires to assign this Lease or sublet the Premises or any part thereof, Tenant shall deliver to Landlord written notice thereof (together with all of the terms of the proposed assignment or any right sublease, the identify of the proposed transferee and sufficient financial information regarding the proposed transferee to permit Landlord to evaluate the creditworthiness thereof) at lease sixty (60) days in advance of the date on which Tenant desires to make such assignment or privilege appurtenant thereto, sublease. Landlord shall have thirty (30) days following receipt of such notice and information within which to notify Tenant in writing that Landlord elects either to (i) permit Tenant to assign this Lease or allow any other person sublet such space; or (the employees, agents, servants and invitees of Tenant exceptedii) refuse to occupy or use the said Demised Premises, or any portion thereof, without first obtaining the written consent of Landlord. A consent to one assignmentsuch assignment or sublease and to continue this Lease in full force and effect as to the entire Premises. If Landlord fails to notify Tenant of its election within such thirty (30) day period, subletting, occupation or use by any other person Landlord shall not be deemed to be a consent have elected option (ii) above. Anything to the contrary notwithstanding, Tenant shall have the right to assign or sublease the Premises to any subsequent assignmentlegal entity which is a wholly owned subsidiary, sublettingor an affiliate, occupation a successor corporation or use by another person. Consent to any such assignment legal entity or subletting shall in no way relieve Tenant which is the surviving entity following a merger, consolidation or reorganization of any liability under this Lease or SunGard Data Systems Inc. under the Conditional Guaranty its form of Payment organization (as hereinafter defined). Any such assignment or subletting a "Permitted Assignee") without such prior consent shall be void, and shall, at the option of the Landlord, constitute a default under but with thirty (30) days prior written notice to Landlord so long as such Permitted Assignee assumes the terms obligations of this Lease. Tenant hereunder and Tenant either agrees to remain liable hereunder or, if Tenant seeks to be released of its obligations hereunder, provides evidence at the time it notifies Landlord shall not be obligated of its intent to consider and respond to any request for consent under this paragraph unless such request is in writing, contains a full explanation of the proposal and provides sufficient information about the financial standing and experience of the proposed assignee or subtenant for Landlord to make an informed judgment. Tenant acknowledges that its sole remedy with respect to any assertion that Landlord’s failure to timely consent to any assignment assign or sublet is unreasonable shall be the remedy of specific performance and Tenant shall have no damage claim or further claim of any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 below. In the event of any approved assignment or sublease, all rents or other payments received by Tenant in excess of the payments due from Tenant to Landlord pursuant to this Lease may be retained by Tenant. On demand, any assignee or subtenant shall make payments directly to Landlord without, however, creating a direct Landlord-Tenant relation between them or releasing Tenant under this Lease. Landlord shall not unreasonably withhold or delay consent to an assignment or sublease, providing that Landlord determines in its reasonable discretion that such sublease or assignment does not lessen Landlord’s security, Premises that the use Permitted Assignee is of the Demised Premises will remain as the Permitted Use; that the proposed assignee equal or sublessee is financially responsible and is sufficiently experienced to operate the business from the Demised Premises successfully and in a manner which shall not detract from the value of the Demised Premises, that the proposed transaction does not present any environmental concernsgreater creditworthiness.

Assignment or Sublease. 17.1 (a) Tenant shall neither voluntarilynot assign this Lease or sublease the Leased Premises or any part thereof or mortgage, nor by operation of lawpledge or hypothecate its leasehold interest or grant any concession or license within the Leased Premises (any such assignment, assign, transfersublease, mortgage, pledge, hypothecate hypothecation, or encumber grant of a concession or license being hereinafter referred to in this Section 4.06 as a "Transfer") without the prior express written permission of Landlord, which will not be unreasonably withheld or delayed; provided, however, that Landlord's right to terminate this Lease or as to any interest therein, and space for which Tenant requests permission to make a Transfer shall not sublet be limited, qualified or in any way affected by or subject to the said Demised Premises agreement that permission will not be unreasonably withheld, it being understood and agreed that if Tenant requests Landlord's permission to make a Transfer, Landlord shall have the right, in its sole discretion, for any reason or for no reason, to terminate this Lease as to the space so affected as hereinafter provided. Any attempt to effect a Transfer without such permission of Landlord shall be void and of no effect. Tenant acknowledges that any part thereof, assignment or any right or privilege appurtenant thereto, or allow any other person (sublease is also subject to the employees, agents, servants and invitees of Tenant excepted) to occupy or use the said Demised Premises, or any portion thereof, without first obtaining the prior written consent of any Landlord's Mortgagee (as defined in Section 4.10). A consent Without limiting the generality of what may constitute reasonable grounds for withholding permission, it is stipulated and agreed that during the initial eighteen (18) months of the Lease Term, a refusal to one assignmentpermit a Transfer to another tenant in the Building, subletting, occupation or use by any other person a refusal to permit a Transfer to a proposed assignee or sublessee with whom Landlord has been negotiating to lease space in the Building shall not be deemed reasonable. At all times a refusal to be permit a consent Transfer that is related to any subsequent assignment, subletting, occupation the creditworthiness or use by another person. Consent to any such assignment or subletting shall in no way relieve Tenant of any liability under this Lease or SunGard Data Systems Inc. under the Conditional Guaranty of Payment (as hereinafter defined). Any such assignment or subletting without such consent shall be void, and shall, at the option of the Landlord, constitute a default under the terms of this Lease. Landlord shall not be obligated to consider and respond to any request for consent under this paragraph unless such request is in writing, contains a full explanation of the proposal and provides sufficient information about the financial standing and experience condition of the proposed assignee or subtenant sublessee shall be deemed reasonable. In order for Landlord Tenant to make an informed judgment. a Transfer, Tenant acknowledges must request in writing Landlord's permission within at least sixty (60) days in advance of the date on which Tenant desires to make a Transfer, after which Landlord shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant in writing that its sole remedy with respect Landlord elects (i) to any assertion that Landlord’s failure terminate this Lease as to timely consent to any assignment or sublet is unreasonable shall be the remedy space so affected as of specific performance and Tenant shall have no damage claim or further claim of any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 below. In the event of any approved assignment or sublease, all rents or other payments received date so specified by Tenant in excess which event Tenant will be relieved of the payments due from all further obligations hereunder as to such space, (ii) to permit Tenant to Landlord pursuant to this Lease may be retained by Tenant. On demandassign or sublet such space, any assignee or subtenant shall make payments directly to Landlord withoutsubject, however, creating a direct Landlord-Tenant relation between them or releasing Tenant under this Lease. Landlord shall not unreasonably withhold or delay consent to an assignment or sublease, providing that Landlord determines in its reasonable discretion that such sublease or assignment does not lessen Landlord’s security, that the use prior written approval of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible by Landlord, or (iii) to refuse consent to Tenant's requested Transfer and is sufficiently experienced to operate continue this Lease in full force and effect as to the business entire Leased Premises. If Landlord shall fail to notify Tenant in writing of such election within said thirty (30) day period, Landlord shall be deemed to have elected option (iii) above. If Landlord elects to exercise option (ii) above, Tenant agrees to provide at its expense, direct access from any sublet space or concession area to a public corridor of the Demised Premises successfully and in Building. The prohibition against a manner which Transfer contained herein shall be construed to include a prohibition against any Transfer by operation of law. Tenant shall not detract from cause or permit any advertisement for a proposed Transfer to be published without the value prior approval of Landlord, and during the initial eighteen (18) months of the Demised PremisesLease Term, no advertisement of a rental rate less than that which Landlord is then asking for similar space in the proposed transaction does not present any environmental concernsBuilding will be permitted.

Assignment or Sublease. 17.1 A. Consent by Landlord: Except as specifically provided in this Article 29, Tenant shall neither voluntarily, nor by operation of law, may not assign, transfersublet, mortgagehypothecate, pledgeor allow a third party to use the Premises without the express written consent of Landlord, hypothecate or encumber which consent shall not be unreasonably withheld. In the event Tenant desires to assign this Lease or any interest thereintherein including, and shall not without limitation, a pledge, mortgage or other hypothecation, or sublet the said Demised Premises or any part thereof, Tenant shall deliver to Landlord copies of any such proposed agreement and of all ancillary agreements with the proposed assignee or subtenant, financial statements, and any right additional information as reasonably required by Landlord to determine whether it will consent to the proposed assignment or privilege appurtenant theretosublease. The notice shall give the name and current address of the proposed assignee/subtenant, proposed use of the Premises, rental rate and current financial statement; and upon request to Tenant, Landlord shall be given additional information as reasonably required by Landlord to determine whether it will consent to the proposed assignment or sublease. Landlord shall then have a period of ten (10) days following receipt of the foregoing agreement, statements and additional information within which to notify Tenant in writing that Landlord elects (i) to terminate this Lease as to the space so affected as of the date so specified by Tenant in which event Tenant will be relieved of all further obligations hereunder as to such space if the sublease is for the remainder of the Lease term, (ii) to permit Tenant to assign or sublet such space to the named assignee/subtenant on the terms and conditions set forth in the notice, or allow any other person (the employees, agents, servants and invitees of Tenant exceptediii) to occupy refuse consent, which refusal shall set forth Landlord's reasons therefore. If Landlord should fail to notify Tenant in writing of such election within said ten (10) day period, Landlord shall be deemed to have elected option (iii) above. If Landlord exercises its option to terminate this Lease in part in the event Tenant desires to sublet or use assign part of the said Demised Premises for the remainder of the Lease term, then (i) this Lease shall end and expire, with respect to such part of the Premises, on the date upon which the proposed sublease was to commence, and (ii) from and after such date, the Base Monthly Rent and Tenant's allocable share of all other costs and charges shall be adjusted, based upon the proportion that the rentable area of the Premises remaining bears to the total rentable area of the Premises. If Landlord does not exercise its option to terminate this Lease, Landlord's consent (which must be in writing and in form reasonably satisfactory to Landlord) to the proposed assignment or any portion thereof, without first obtaining the written consent of Landlord. A consent to one assignment, subletting, occupation or use by any other person sublease shall not be deemed unreasonably withheld, provided and upon condition that: (i) the proposed assignee or subtenant is engaged in a business that is limited to be a consent to any subsequent assignment, subletting, occupation or the use by another person. Consent to any such assignment or subletting shall in no way relieve Tenant of any liability expressly permitted under this Lease Lease; (ii) the proposed assignee or SunGard Data Systems Inc. under subtenant is a company with sufficient financial worth and management ability to undertake the Conditional Guaranty of Payment (as hereinafter defined). Any such assignment or subletting without such consent shall be void, and shall, at the option of the Landlord, constitute a default under the terms financial obligation of this Lease. , and Xxxxxxxx has been furnished with reasonable proof thereof; (iii) the proposed assignment or sublease shall be in form reasonably satisfactory to Landlord; (iv) Tenant shall reimburse Landlord shall not on demand for any costs that may be obligated incurred by Landlord in connection with said assignment or sublease, including the costs of making investigations as to consider and respond to any request for consent under this paragraph unless such request is in writing, contains a full explanation of the proposal and provides sufficient information about the financial standing and experience acceptability of the proposed assignee or subtenant for Landlord to make an informed judgment. Tenant acknowledges that its sole remedy and legal costs incurred in connection with respect to any assertion that Landlord’s failure to timely consent to any assignment or sublet is unreasonable shall be the remedy of specific performance and Tenant shall have no damage claim or further claim granting of any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely requested consent, except a claim for legal fees and costs as provided not to exceed $1,000 in Section 51.1 belowthe aggregate. In the event all or any one of the foregoing conditions are not satisfied, Landlord shall be considered to have acted reasonably if it withholds its consent. Xxxxxxxx's prior consent shall not be required for any assignment, sublease or other transfer of Tenant's interest in the Premises or the Lease to any corporation with which Tenant may merge or consolidate or become affiliated as a parent, subsidiary, holding company or otherwise, or to an entity in which Tenant has a controlling interest. However, Tenant shall give Landlord prior notice of any approved assignment or subleasesuch assignment, all rents sublease or other payments received by Tenant transfer of Xxxxxx's interest. A subsequent public offering and sale of stock in excess Tenant's business, or a transfer of any amount of Tenant's stock shall not constitute an assignment of the payments due from Tenant to Landlord pursuant to this Lease may be retained by Tenant. On demand, any assignee or subtenant shall make payments directly to Landlord without, however, creating a direct Landlord-Tenant relation between them or releasing Tenant under this Lease. Landlord shall not unreasonably withhold or delay consent to an assignment or sublease, providing that Landlord determines in its reasonable discretion that such sublease or assignment does not lessen Landlord’s security, that the use of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible and is sufficiently experienced to operate the business from the Demised Premises successfully and in a manner which shall not detract from the value of the Demised Premises, that the proposed transaction does not present any environmental concerns.

Assignment or Sublease. 17.1 In the event Tenant shall neither voluntarily, nor by operation of law, assign, transfer, mortgage, pledge, hypothecate or encumber should desire to assign this Lease or any interest therein, and shall not sublet the said Demised Leased Premises or any part thereof, or any right or privilege appurtenant thereto, or allow any other person Tenant shall give Landlord written notice of such desire at least sixty (60) days in advance of the employees, agents, servants and invitees of date on which Tenant excepted) desires to occupy or use the said Demised Premises, or any portion thereof, without first obtaining the written consent of Landlord. A consent to one assignment, subletting, occupation or use by any other person shall not be deemed to be a consent to any subsequent assignment, subletting, occupation or use by another person. Consent to any make such assignment or subletting sublease. Landlord shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant in no way relieve writing that Landlord elects either (1) to terminate this Lease as to the space so affected as of the date so specified by Tenant in which event Tenant will be relieved of any liability all further obligations under this Lease as to such space which occur after the date of such termination, or SunGard Data Systems Inc. under the Conditional Guaranty of Payment (as hereinafter defined). Any 2) to permit Tenant to assign this Lease or sublet such assignment or subletting without such consent shall be voidspace, and shallsubject, at the option of the Landlordhowever, constitute a default under the terms of this Lease. Landlord shall not be obligated to consider and respond to any request for consent under this paragraph unless such request is in writing, contains a full explanation of the proposal and provides sufficient information about the financial standing and experience (i) written approval of the proposed assignee or subtenant for by Landlord to make an informed judgment. and (ii) the requirement that Tenant acknowledges enter into written agreements with Landlord, and with assignee or subtenant, that its sole remedy with respect to any assertion that Landlord’s failure to timely consent to any assignment or sublet is unreasonable shall be the remedy of specific performance and profit realized by Tenant shall have no damage claim or further claim of any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 below. In the event of any approved such assignment or sublease with respect to the use and occupancy of the Leased Premises (meaning, in the case of an assignment, the consideration agreed upon between Tenant and assignee or, in the case of a sublease, all rents or other payments received the difference between the rental rate agreed upon between Tenant and subtenant and the rent then required to be paid under this Lease multiplied by Tenant the number of months in excess the term of the payments sublease) shall, to the extent such profit is immediate, be due from and payable by Tenant to Landlord pursuant to this Lease may be retained by Tenant. On demand, any assignee or subtenant shall make payments directly to Landlord without, however, creating a direct Landlord-Tenant relation between them or releasing Tenant under this Lease. Landlord shall not unreasonably withhold or delay consent to upon the execution of an assignment or sublease, providing that and, to the extent such profit is deferred, be payable to Landlord determines by assignee or subtenant as it accrues, or (3) to refuse to consent to Tenant's assignment of this Lease or sublease of such space and to continue this Lease in its reasonable discretion that full force and effect as to the entire Leased Premises. If Landlord should fail to notify Tenant in writing of such election within the stated thirty (30) day period, Landlord shall be deemed to have elected option (3) above. No consent by Landlord to any assignment or sublease shall be deemed to be consent to a use not permitted under this Lease, to any act in violation of this Lease, or to any other or subsequent assignment or sublease, and no assignment or sublease by Tenant shall relieve Tenant of any obligation under this Lease. Any sublease or assignment does not lessen Landlord’s security, that shall be subject to all the use terms and conditions of this Lease. Any attempted assignment or sublease by Tenant in violation of the Demised Premises will remain terms and covenants of this paragraph shall be void. Notwithstanding anything to the contrary contained in this Section 4.5, the consent of Landlord need not be obtained for (i) any assignment or subletting to an Affiliate (defined below) of Tenant, (ii) any assignment of this Lease made in connection with the merger or consolidation of Tenant with or into any other corporation or entity, and (iii) an assignment of this Lease made in connection with a sale or transfer of a majority of the assets and liabilities of Tenant, so long as, with respect to clauses (i), (ii) and (iii), (1) the assignee or sublessee shall be engaged in the same field of services as Tenant, (2) the Permitted Use; that the proposed assignee or sublessee is financially responsible and is sufficiently experienced to operate the business from the Demised Premises successfully and engaged in a manner which business customarily acceptable for a tenant in a first class high-rise office building in Town Center, (3) any assignee shall not detract from the value assume all of the Demised Premisesobligations of Tenant under this Lease, that (4) at the time of such assignment or subletting, this Lease is in full force and effect and there is no breach under this Lease on the part of Tenant, (5) the assignee's or sublessee's proposed transaction does use of the Leased Premises is not present in violation of this Lease, and (6) any environmental concerns.assignee's shareholders' equity or net worth, as applicable, is equal to or greater than Tenant's shareholders' equity or net worth, as applicable, as of the Commencement Date (determined in accordance with generally accepted accounting principles) (such assignee or sublessee in clause

Assignment or Sublease. 17.1 In the event Tenant shall neither voluntarily, nor by operation of law, assign, transfer, mortgage, pledge, hypothecate or encumber should desire to assign this Lease or any interest therein, and shall not sublet the said Demised Premises or any part thereof, Tenant shall give Landlord written notice of such desire at least TEN (10) days in advance of the date on which Tenant desires to make such assignment or any right sublet. The notice shall give the name and current address of the proposed assignee/subtenant, proposed use of the Premises, rental rate and current financial statement; Landlord shall be given additional information as reasonably required to determine whether it will consent to the proposed assignment or privilege appurtenant thereto, or allow any other person sublease upon request to Tenant. Landlord shall then have a period to TEN (the employees, agents, servants and invitees 10) days following receipt of such notice within which to notify Tenant exceptedin writing that landlord elects (i) to occupy permit Tenant to assign or use sublet such space to the named assignee/subtenant on the terms and conditions set forth in the notice, EXHIBIT B or (ii) refuse consent. If Landlord should fail to notify Tenant in writing of such election within said Demised Premises10-day period, or any portion thereof, without first obtaining the written consent of Landlord. A consent to one assignment, subletting, occupation or use by any other person Landlord shall not be deemed to be a consent to any subsequent assignment, subletting, occupation have elected option (i) above. Any rent or use other consideration realized by another person. Consent to Tenant under any such sublease and assignment in excess of the monthly rental installments payable hereunder, less reasonable subletting and assignment costs, shall be divided and paid SIXTY percent (60%) to Landlord and FORTY percent (40%) to Tenant. Tenant's obligation to pay over Landlord's portion of the consideration shall constitute an obligation for additional rent hereunder. No assignment or subletting by Tenant shall in no way relieve Tenant of any liability under this Lease or SunGard Data Systems Inc. under the Conditional Guaranty of Payment (as hereinafter defined). Any such assignment or subletting without such consent shall be void, and shall, at the option of the Landlord, constitute a default under the terms of this Lease. Landlord shall not be obligated to consider and respond to any request for consent under this paragraph unless such request is in writing, contains a full explanation of the proposal and provides sufficient information about the financial standing and experience of the proposed assignee or subtenant for Landlord to make an informed judgment. Tenant acknowledges that its sole remedy with respect to any assertion that Landlord’s failure to timely consent to any assignment or sublet is unreasonable shall be the remedy of specific performance and Tenant shall have no damage claim or further claim of any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 below. In the event of any approved assignment or sublease, all rents or other payments received by Tenant in excess of the payments due from Tenant to Landlord pursuant to this Lease may be retained by Tenant. On demand, any assignee or subtenant shall make payments directly to Landlord without, however, creating a direct Landlord-Tenant relation between them or releasing Tenant obligation under this Lease. Landlord Any assignment or subletting which conflicts with the provisions hereof shall be void. Landlord's consent (which must be in writing and in form reasonably satisfactory to Landlord) to the proposed assignment or sublease shall not be unreasonably withhold withheld or delay consent to an assignment or subleasedelayed, providing that Landlord determines in its reasonable discretion that such sublease or assignment does not lessen Landlord’s security, that the use of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible provided and is sufficiently experienced to operate the business from the Demised Premises successfully and in a manner which shall not detract from the value of the Demised Premises, that the proposed transaction does not present any environmental concerns.upon condition that:

Assignment or Sublease. 17.1 Tenant shall neither voluntarily, nor by operation of law, assign, transfer, mortgage, pledge, hypothecate not assign or encumber its interest in this Lease or any interest therein, and shall not sublet the said Demised Premises or sublease all or any part thereof, or any right or privilege appurtenant thereto, of the Premises or allow any other person or entity (the except Tenant’s authorized representatives, employees, agentsinvitees, servants and invitees of Tenant exceptedor guests) to occupy or use the said Demised Premises, all or any portion thereof, part of the Premises without first obtaining the written consent of Landlord. A consent to one assignment’s consent, subletting, occupation or use by any other person which shall not be deemed unreasonably withheld, delayed or conditioned. In determining whether to be a consent to a proposed assignment or subletting, Landlord may consider any subsequent commercially reasonable basis for approving or disapproving the proposed subletting or assignment, subletting, occupation or use by another person. Consent to including without limitation any such assignment or subletting shall in no way relieve Tenant of any liability under this Lease or SunGard Data Systems Inc. under the Conditional Guaranty of Payment (as hereinafter defined). Any such assignment or subletting without such consent shall be void, and shall, at the option of the Landlordfollowing: (i) whether the clientele, constitute a default under personnel or foot traffic which will be generated by the terms business of this Lease. Landlord shall not be obligated to consider and respond to any request for consent under this paragraph unless such request is in writing, contains a full explanation of the proposal and provides sufficient information about the financial standing and experience of the proposed assignee or subtenant for Landlord to make an informed judgment. Tenant acknowledges that its sole remedy with respect to any assertion that Landlord’s failure to timely consent to any assignment or sublet is unreasonable shall be the remedy of specific performance and Tenant shall have no damage claim or further claim of any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 below. In the event of any approved assignment or sublease, all rents or other payments received by Tenant in excess of the payments due from Tenant to Landlord pursuant to this Lease may be retained by Tenant. On demand, any assignee or subtenant shall make payments directly to Landlord without, however, creating a direct Landlord-Tenant relation between them or releasing Tenant under this Lease. Landlord shall not unreasonably withhold or delay consent to an assignment or sublease, providing that Landlord determines in its reasonable discretion that such sublease or assignment does not lessen Landlord’s security, that the use of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible consistent in Landlord’s reasonable opinion with the businesses of other tenants of the Building or the Project, (ii) whether the proposed assignee has a net worth and financial strength and credit record reasonably satisfactory to Landlord, and (iii) whether the use of the Premises by the proposed assignee or sublessee will violate or create any potential violation of any laws or a breach or violation of any other lease or agreement by which Landlord is sufficiently experienced to operate the business bound. No assignment or sublease shall release Tenant from the Demised Premises successfully obligation to perform all obligations under this Lease unless otherwise agreed in writing by Landlord. Any assignment, encumbrance or sublease without Landlord’s written consent shall be voidable and in at Landlord’s election, shall constitute a manner which default. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, or the dissolution of the partnership, shall not detract be deemed a voluntary assignment. If Tenant consists of more than one person, a purported assignment. voluntary or involuntary or by operation of law from one person to the other shall be deemed a voluntary assignment. If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least 25% of the value of the Demised Premisesassets of Tenant shall be deemed a voluntary assignment. The phrase “controlling percentage” means ownership of and right to vote stock possessing at least 25% of the total combined voting power of all classes of Tenant’s capital stock issued, that outstanding and entitled to vote for election of directors. The two proceeding sentences shall not apply to corporations the stock of which is traded through an exchange or over the counter. One half (1/2) of any rent received by Tenant from its subtenants or assignees in excess of the Rent payable by Tenant to Landlord under this Lease and of any sums to be paid by an assignee to Tenant in which is attributable to the leasehold interest, prepayment of rent or “buying down” rent (less the costs and expenses incurred by Tenant in connection with any such sublease or assignment) shall be paid to Landlord. If at the time of the proposed transaction does assignment or subletting, the Project is more than 15% vacant, then Tenant shall not present charge less on the proposed assignment or subletting than 95% of the rents being charged by Landlord for similar spaces in the Project. For purposes of this Section 19, the term “similar spaces in the Project” shall mean similar as to (i) location of the floors(s) within the Project, (ii) views, (iii) types of tenant improvements and (iv) use. If Tenant requests Landlord to consent to a proposed assignment or subletting. Tenant shall pay to Landlord, whether or not consent is ultimately given, $100 or Landlord’s reasonable out of pocket attorney’s fees incurred in connection with such request, whichever is greater. Notwithstanding any environmental concernsother provision of this Section 19, Tenant may sublet all or part of the Premises to its parent corporation, if any; any subsidiary corporation of Tenant or its parent corporation; or any corporation or other entity owned or controlled by Tenant, its parent corporation of any subsidiary of Tenant (each an “Affiliate”). Furthermore, Tenant may assign this Lease to any Affiliates, or to any entity resulting from a merger or consolidation with Tenant, provided the assignee’s financial condition (i.e., net worth and liquidity) is comparable to that of Tenant immediately preceding the date of the assignment. No interest of Tenant in this Lease shall be assignable by involuntary assignment through operation of law (including without limitation the transfer of this Lease by testacy or intestacy). Each of the following acts shall be considered an involuntary assignment: (a) if Tenant is or becomes bankrupt or insolvent, makes an assignment for the benefit of creditors, or institutes proceedings under the Bankruptcy Act in which Tenant is the bankrupt party; or if Tenant is a partnership or consists of more than one person or entity, if any partner of the partnership or other person or entity is or becomes bankrupt or insolvent, or makes an assignment for the benefit of creditors; or (b) if a writ of attachment or execution is levied on this Lease; or (c) if in any proceeding or action to which Tenant is a party, a receiver is appointed with authority to take possession of the Premises. An involuntary assignment shall constitute a default by Tenant and Landlord shall have the right to elect to terminate this Lease, in which case this Lease shall not be treated as an asset of Tenant.

Assignment or Sublease. 17.1 Except as expressly permitted below, Tenant shall neither voluntarily, nor by operation of law, not assign, transfer, mortgage, pledge, hypothecate encumber or encumber otherwise transfer this Lease or any interest therein, and shall not sublet the said Demised Premises whole or any part thereofof the Premises without in each case first obtaining Landlord's prior written consent, which consent may not be unreasonably conditioned, delayed or withheld. Tenant also acknowledges that any right of first refusal, option to extend the Term of this Lease, terminate this Lease, or any right other options which Landlord has granted herein are particular to Tenant are not assignable or privilege appurtenant theretotransferable to any assignee or sublessee under this Lease, or allow any other person (the employees, agents, servants and invitees of Tenant excepted) except to occupy or use the said Demised Premises, or any portion thereof, without first obtaining the written consent of Landlorda Permitted Transferee. A consent to one In no event shall an assignment, sublettingsubletting or other transfer of the Lease, occupation other than a transfer to a Permitted Transferee, relieve Tenant of any of its obligations under this Lease. Consent to any such assignment, subletting or use by any other person transfer shall not be deemed to be operate as a waiver of the necessity for consent to any subsequent assignment, sublettingsubletting or transfer. If such consent is requested, occupation or use by another person. Consent Landlord reserves the right to any such assignment or terminate this Lease, or, if consent is requested for subletting shall in no way relieve Tenant of any liability under less than the entire Premises, to terminate this Lease or SunGard Data Systems Inc. under with respect to the Conditional Guaranty of Payment (as hereinafter defined). Any such assignment or subletting without portion for which such consent shall be void, and shallis requested, at the option proposed effective date of such subletting, in which event Landlord shall enter into the Landlordrelationship of Landlord and Tenant with any such subtenant or assignee, constitute a default under based on the rent (and/or other compensation) and the term agreed to by such subtenant or assignee and otherwise upon the terms and conditions of this Lease. Landlord If Tenant is a corporation, any transfer of this Lease by merger, consolidation or liquidation, or any change in the ownership of a majority of its outstanding voting stock, or power to vote a majority of its outstanding voting stock, shall constitute an assignment for the purpose of this Section 15; provided, however, for the purposes of this Section 15, a public offering of stock registered with the SEC, shall not constitute a transfer. If Tenant is a partnership, any transfer of this Lease by merger, consolidation, liquidation, dissolution, or any change in the ownership of a majority of the partnership interests shall constitute an assignment for the purpose of this Section 15. Tenant shall have the right, without Landlord's consent, to sublet or assign the Premises or any part thereof to any subsidiary of Tenant or to any entity which controls or is under the common control of Tenant ("Permitted Transferee"). Furthermore, provided that the successor to Tenant resulting from a merger, consolidation or other corporate restructuring has a net worth of at least Twenty Million Dollars ($20,000,000) or ten percent (10%) equity to total assets, Landlord's consent to any such subletting or assignment shall not be obligated to consider and respond to any request for consent under this paragraph unless such request is in writing, contains a full explanation of the proposal and provides sufficient information about the financial standing and experience of the proposed assignee or subtenant for Landlord to make an informed judgment. Tenant acknowledges that its sole remedy with respect to any assertion that Landlord’s failure to timely consent to any assignment or sublet is unreasonable shall be the remedy of specific performance and Tenant shall have no damage claim or further claim of any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 below. In the event of any approved assignment or sublease, all rents or other payments received by Tenant in excess of the payments due from Tenant to Landlord pursuant to this Lease may be retained by Tenant. On demand, any assignee or subtenant shall make payments directly to Landlord without, however, creating a direct Landlord-Tenant relation between them or releasing Tenant under this Lease. Landlord shall not unreasonably withhold or delay consent to an assignment or sublease, providing that Landlord determines in its reasonable discretion that such sublease or assignment does not lessen Landlord’s security, that the use of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible and is sufficiently experienced to operate the business from the Demised Premises successfully and in a manner which shall not detract from the value of the Demised Premises, that the proposed transaction does not present any environmental concernsrequired.

Assignment or Sublease. 17.1 Except with the prior written consent of Landlord, which consent Landlord may withhold in its sole di screti on, Tenant shall neither voluntarily, nor by operation of law, assign, transfer, mortgage, pledge, hypothecate not voluntarily (i) assign or encumber in any xxxxx transfer this Lease or any estate or interest therein, and shall not (ii) permit any assignment of this Lease or any estate or interest therein by operation of l aw or otherwise, (iii) sublet the said Demised Premises or any part thereof, (iv) grant any license, concession or other right of occupancy of any right or privilege appurtenant theretoportion of the Premises, or allow (v) permit the use of the Premises by any parties, other person (the employeesthan Tenant, its managers, agents, servants and invitees of Tenant excepted) to occupy or use the said Demised Premisesemployees, officers, licensees, or invitees. Any transfer of the Lease from Tenant by merger, consolidation, or dissolution or any portion thereofchange in ownership shall constitute an assignment for purposes of this Section. Tenant shall not mortgage, without first obtaining pledge, or otherwise encumber its interest in this Lease or in the written consent of LandlordPremises. A consent Consent by Landlord to one assignment, subletting, occupation or use by any other person more assignments or sublettings shall not be deemed to be a consent waiver of Landlord's rights as to any subsequent assignment, subletting, occupation or use by another person. Consent to any such assignment or subletting shall in no way relieve Tenant of any liability under this Lease or SunGard Data Systems Inc. under the Conditional Guaranty of Payment (as hereinafter defined)assignments and sublet ngs. Any such assignment or subletting without such consent approved transfer shall be void, and shall, at the option of the Landlord, constitute a default under expressly subject to the terms and conditions of this Lease. Landlord shall not be obligated to consider and respond to any request for consent under this paragraph unless such request is in writing, contains a full explanation of the proposal and provides sufficient information about the financial standing and experience of the proposed assignee or subtenant for Landlord to make an informed judgment. Tenant acknowledges that its sole remedy with respect to any assertion that Landlord’s failure to timely consent to any assignment or sublet is unreasonable shall be the remedy of specific performance and Tenant shall have no damage claim or further claim of any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 below. In the event of any approved assignment or subleasesubl etting, Tenant shall remain fully responsible and liable for the payment of Rent and for compliance with all of Tenant's other obligations under this Lease. If an event of default occurs followi ng any approved transfer, Landlord, in addition to any other avail able remedies, may coll ect directly from Xxxxxx's assignee or subtenant all rents becoming due to Tenant and apply such amount against any sums due to Landl ord from Tenant. Tenant authorizes and di rects any assignee or other payments received by Tenant in excess of the payments due from Tenant subtenant to pay rent directly to Landlord pursuant to this Lease may be retained upon receipt of noti ce of default from Landlord. No direct collecti on by Tenant. On demand, Xxxxx ord from any assignee or subtenant shall make payments directly to constitute a novation or a release of Tenant from the performance of its remaining obligations under thi s Lease, nor shall receipt by Landlord withoutof rent from any assignee, howeversubtenant, creating a direct Landlord-Tenant relation between them or releasing Tenant under this Lease. Landlord shall not unreasonably withhold or delay consent to an assignment or sublease, providing that Landlord determines in its reasonable discretion that such sublease or assignment does not lessen Landlord’s security, that the use occupant of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible and is sufficiently experienced to operate the business from the Demised Premises successfully and in be a manner which shall not detract from the value waiver of the Demised Premises, that the proposed transaction does not present any environmental concernscovenant in this Lease prohibiting assignment and subletng.

Assignment or Sublease. 17.1 Tenant Lessor shall neither voluntarily, nor by operation of law, have the right to transfer and assign, transferin whole or in part, mortgageits rights and obligation sin the building and property that are the subject of this Lease and its rights and obligations under this Lease. Upon such an assignment, pledge, hypothecate or encumber Lessor shall be fully and automatically released from all obligations and liabilities under this lease. Lessee shall not assign this Lease or any interest therein, and shall not sublet the said Demised Premises all or any part thereof, or any right or privilege appurtenant thereto, or allow any other person (of the employees, agents, servants and invitees of Tenant excepted) to occupy or use leased premises without the said Demised Premises, or any portion thereof, without first obtaining the prior written consent of Landlord. A Lessor which consent to one assignment, subletting, occupation or use by any other person shall not be deemed to be a unreasonably withheld. Lessor shall have the option, upon receipt from Lessee of written request for Lessor's consent to any subsequent subletting or assignment, subletting, occupation or use by another person. Consent to any such assignment or subletting shall in no way relieve Tenant of any liability under cancel this Lease or SunGard Data Systems Inc. under modify the Conditional Guaranty lease for a portion of Payment (the Premises in a sublease as hereinafter defined)of the date the requested subletting or assignment is to be effective. Any such assignment or subletting without such consent The option shall be voidexercised, and shallif at all, at within fifteen (15) days following Lessor's receipt of said written request from Lessee by delivery to Lessee of written notice of Lessor's intention to exercise the option of option. In the Landlordevent Lessor terminates this Lease pursuant to the preceding sentence, constitute a default under Lessor shall have the terms of this Lease. Landlord shall not be obligated right to consider and respond lease the premises to any request for consent under this paragraph unless such request is in writingentity whatsoever, contains a full explanation of the proposal and provides sufficient information about the financial standing and experience of the including without limitation Lessee's proposed assignee or subtenant for Landlord to make an informed judgment. Tenant acknowledges that its sole remedy with respect to any assertion that Landlord’s failure to timely consent to any assignment or sublet is unreasonable shall be the remedy of specific performance and Tenant shall have no damage claim or further claim of any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 belowsublessee. In the event of any approved assignment or subleasesubletting, Lessee shall nevertheless at all rents or other payments received by Tenant in excess times, remain fully responsible and liable for the payment of the payments due from Tenant to Landlord pursuant to this Lease may be retained by Tenant. On demandrent and for compliance with all of its other obligations under the terms, any assignee or subtenant shall make payments directly to Landlord without, however, creating a direct Landlord-Tenant relation between them or releasing Tenant under provisions and covenants of this Lease. Landlord shall not unreasonably withhold or delay consent In the event that Lessor consents to an any assignment or sublease, providing that Landlord determines in its reasonable discretion that such sublease or assignment does not lessen Landlord’s security, that the use of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible and is sufficiently experienced to operate the business from the Demised Premises successfully and in a manner which shall not detract from the value any portion of the Demised Premises, that Lessee shall pay Lessor, within five (5) days of receipt, seventy-five percent (75%) fifty percent (50%) of the proposed transaction does amount of rent payable by such sublessee or assignee in excess of the amount of rent payable by Lessee (net of costs associated with such sublease or assignment including but not present limited to tenant improvements, commissions, free rent, and other concessions) hereunder with respect to the portion of the Demised Premises sublet or assigned. Lessee covenants and agrees to provide Lessor with a quarterly statement, prepared and verified by a certified public accountants, stating the amount of rent paid in cash or other non-cash considerations by its sublessee(s) or assignee(s) during such quarterly period. If such statement shows Lessee failed to make the full payments required by this Paragraph, a late charge equal to tent percent (10%) of the amount due shall be paid by Lessee as additional rent hereunder. Upon the occurrence of any environmental concerns"event of default" as defined below, if all or any part of the leased premised are then assigned or sublet, Lessor, in addition to any other remedies provided by this Lease or provided by law, may at its option, collect directly from the assignee or sublessee all rents becoming due to Lessee by reason of the assignment or sublease and Lessor shall have a security interest in all properties on the leased premise to secure payment of such sums. Any collection directly by Lessor from the assignee or sublessee shall not be construed to constitute a novation or a release of Lessee from the further performance of its obligations under this Lease. Consent to one assignment or sublease shall not destroy or waive this provision, and all later assignments and sublease shall likewise be made only upon the prior written consent of Lessor. Sublessees or assignees shall become liable to Lessor for all obligations of the Lessee hereunder without relieving Lessee's liability hereunder. For purposes of this Paragraph 18, if Lessee is a corporation, a transfer of at least 50% of the voting shares of Lessee shall be deemed as assignment of this lease. If Lessee is a joint venture, general partnership or limited partnership, a transfer of 50% or more of the interests held by the general partner(s) of Lessee shall be deemed as assignment of this lease. See Special Stipulation #51.

Assignment or Sublease. 17.1 (a) Except for a Permitted Transfer (as defined in Subparagraph 19(f) below), Tenant shall neither voluntarily, nor by operation of law, assign, transfer, mortgage, pledge, hypothecate not assign or encumber its interest in this Lease or any interest therein, and shall not sublet portion of the said Demised Premises or sublease all or any part thereof, or any right or privilege appurtenant thereto, of the Premises or allow any other person or entity (the except Tenant's authorized representatives, employees, agentsinvitees, servants and invitees of Tenant exceptedor guests) to occupy or use the said Demised Premises, all or any portion thereof, part of the Premises without first obtaining the written Landlord's consent, which consent of Landlord. A consent to one assignment, subletting, occupation or use by any other person shall not be unreasonably withheld, conditioned or delayed. In addition to any other commercially reasonable grounds upon which Landlord may withhold its consent, Landlord shall be deemed reasonable in withholding its consent if it determines in its sole discretion that: (i) the intended use of the Premises by the proposed assignee or sublessee will be inconsistent with the typical office or warehouse improvements existing within the Premises or permitted to be constructed within the Premises pursuant to the terms of this Lease; or (ii) the intended uses of the Premises by the proposed assignee or sublessee will constitute a consent to any subsequent assignment, subletting, occupation or use by another person. Consent to any such assignment or subletting shall in no way relieve Tenant violation of any liability under this Lease or SunGard Data Systems Inc. under any governmental law, rule, ordinance or regulation governing the Conditional Guaranty Premises in violation of Payment (as hereinafter defined). Any such assignment or subletting without such consent shall be void, and shall, at the option of the Landlord, constitute a default under the terms of this Lease. Landlord Any assignment, encumbrance or sublease without Landlord's written consent shall not be obligated to consider voidable and respond to any request for consent under this paragraph unless such request is in writingat Landlord's election, contains shall constitute a full explanation of the proposal and provides sufficient information about the financial standing and experience of the proposed assignee default hereunder. Landlord's waiver or subtenant for Landlord to make an informed judgment. Tenant acknowledges that its sole remedy with respect to any assertion that Landlord’s failure to timely consent to any assignment or sublet is unreasonable subletting shall be the remedy of specific performance and not relieve Tenant shall have no damage claim or further claim of any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 below. In the event of any approved assignment or sublease, all rents or other payments received by Tenant in excess of the payments due from Tenant to Landlord pursuant to this Lease may be retained by Tenant. On demand, any assignee or subtenant shall make payments directly to Landlord without, however, creating a direct Landlord-Tenant relation between them or releasing Tenant sublessee from any obligation under this Lease. Landlord shall Lease whether or not unreasonably withhold or delay consent to an assignment or sublease, providing that Landlord determines in its reasonable discretion that such sublease or assignment does not lessen Landlord’s security, that the use of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible and is sufficiently experienced to operate the business from the Demised Premises successfully and in a manner which shall not detract from the value of the Demised Premises, that the proposed transaction does not present any environmental concernsaccrued.

Assignment or Sublease. 17.1 In the event Tenant shall neither voluntarily, nor by operation of law, assign, transfer, mortgage, pledge, hypothecate or encumber should desire to assign this Lease or any interest thereintherein including, and shall not without limitation, a pledge, mortgage or other hypothecation, except as provided in Article 7, or sublet the said Demised Premises or any part thereof, Tenant shall give Landlord written notice of such desire at least thirty (30) days in advance of the date on which Tenant desires to make such assignment or any right sublet. After Tenant has located a subtenant satisfactory to Tenant, it shall provide further notice to Landlord. This further notice shall give the name and current address of the proposed assignee/subtenant, proposed use of the Premises, rental rate and current financial statement; and upon request to Tenant, Landlord shall be given additional information as reasonably required to determine whether it will consent to the proposed assignment or privilege appurtenant theretosublease. Landlord shall then have a period of five (5) working days following receipt of such notice within which to notify Tenant in writing that Landlord elects (i) to terminate this Lease as to the space so affected as of the date so specified by Tenant in which event Tenant will be relieved of all further obligations hereunder as to such space, (ii) to permit Tenant to assign or sublet such space to the named assignee/subtenant on the terms and conditions set forth in the notice, or allow any other person (the employeesiii) refuse consent. If Landlord should fail to notify Tenant in writing of such election within said five (5) working day period, agents, servants and invitees of Tenant excepted) to occupy or use the said Demised Premises, or any portion thereof, without first obtaining the written consent of Landlord. A consent to one assignment, subletting, occupation or use by any other person Landlord shall not be deemed to be a consent to have elected option (ii) above. Except as provided below, any subsequent assignment, subletting, occupation rent or use other consideration realized by another person. Consent to Tenant under any such sublease and assignment in excess of the monthly rental installments payable hereunder, and all expenses payable under Article 11 less reasonable subletting and assignment costs, and costs payable by Tenant to modify the premises to suit the sub-tenant, shall be divided and paid fifty percent (50%) to Landlord and fifty percent (50%) to Tenant. Tenant's obligation to pay over Landlord's portion of the consideration shall constitute an obligation for additional rent hereunder. Tenant shall first receive its subletting and modification costs without interest before dividing any excess profits with Landlord. No assignment or subletting by Tenant shall in no way relieve Tenant of any liability under this Lease or SunGard Data Systems Inc. under the Conditional Guaranty of Payment (as hereinafter defined). Any such assignment or subletting without such consent shall be void, and shall, at the option of the Landlord, constitute a default under the terms of this Lease. Landlord shall not be obligated to consider and respond to any request for consent under this paragraph unless such request is in writing, contains a full explanation of the proposal and provides sufficient information about the financial standing and experience of the proposed assignee or subtenant for Landlord to make an informed judgment. Tenant acknowledges that its sole remedy with respect to any assertion that Landlord’s failure to timely consent to any assignment or sublet is unreasonable shall be the remedy of specific performance and Tenant shall have no damage claim or further claim of any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 below. In the event of any approved assignment or sublease, all rents or other payments received by Tenant in excess of the payments due from Tenant to Landlord pursuant to this Lease may be retained by Tenant. On demand, any assignee or subtenant shall make payments directly to Landlord without, however, creating a direct Landlord-Tenant relation between them or releasing Tenant obligation under this Lease. Any assignment or subletting which conflicts with the provisions hereof shall be void. If Landlord exercises its option to terminate this Lease in part in the event Tenant desires to sublet or assign part of the Premises, then (a) this Lease shall end and expire, with respect to such part of the Premises, on the date upon which the proposed sublease was to commence, and (b) from and after such date, the rent and Tenant's allocable share of all other costs and charges shall be adjusted, based upon the proportion that the rentable area of the Premises remaining bears to the total rentable area of the Premises. If Landlord does not exercise its option to terminate this Lease, Landlord's consent to the proposed assignment or sublease shall not be unreasonably withhold or delay consent to an assignment or sublease, providing that Landlord determines in its reasonable discretion that such sublease or assignment does not lessen Landlord’s security, that the use of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible withheld provided and is sufficiently experienced to operate the business from the Demised Premises successfully and in a manner which shall not detract from the value of the Demised Premises, that the proposed transaction does not present any environmental concerns.upon condition that:

Assignment or Sublease. 17.1 Except with the prior written consent of Landlord, which consent Landlord may withhold in its sole discretion, Tenant shall neither voluntarily, nor by operation of law, assign, transfer, mortgage, pledge, hypothecate not voluntarily (i) assign or encumber in any manner transfer this Lease or any estate or interest therein, and shall not (ii) permit any assignment of this Lease or any estate or interest therein by operation of law or otherwise, (iii) sublet the said Demised Premises or any part thereof, (iv) grant any license, concession or other right of occupancy of any right or privilege appurtenant theretoportion of the Premises, or allow (v) permit the use of the Premises by any parties, other person (the employeesthan Tenant, its managers, agents, servants and invitees employees, officers, licensees or invitees. Any transfer of the Lease from Tenant excepted) to occupy by merger, consolidation or use the said Demised Premises, dissolution or any portion thereofchange in ownership shall constitute an assignment for purposes of this Section. Tenant shall not mortgage, without first obtaining pledge or otherwise encumber its interest in this Lease or in the written consent of LandlordPremises. A consent Consent by Landlord to one assignment, subletting, occupation or use by any other person more assignments or sublettings shall not be deemed to be a consent waiver of Land lord 's rights as to any subsequent assignment, subletting, occupation or use by another person. Consent to any such assignment or subletting shall in no way relieve Tenant of any liability under this Lease or SunGard Data Systems Inc. under the Conditional Guaranty of Payment (as hereinafter defined)assignments and sublettings. Any such assignment or subletting without such consent approved transfer shall be void, and shall, at the option of the Landlord, constitute a default under expressly subject to the terms and conditions of this Lease. Landlord shall not be obligated to consider and respond to any request for consent under this paragraph unless such request is in writing, contains a full explanation of the proposal and provides sufficient information about the financial standing and experience of the proposed assignee or subtenant for Landlord to make an informed judgment. Tenant acknowledges that its sole remedy with respect to any assertion that Landlord’s failure to timely consent to any assignment or sublet is unreasonable shall be the remedy of specific performance and Tenant shall have no damage claim or further claim of any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 below. In the event of any approved assignment or subleasesubletting, Tenant shall remain fully responsible and liable for the payment of Rent and for compliance with all of Tenant's other obligations under this Lease. If an event of de fault occurs following any approved transfer, Landlord, in addition to any other available remedies, may collect d irectly from Tenant's assignee or subtenant all rents becoming due to Tenant and apply such amount against any sums due to Land lord from Tenant. Tenant authorizes and d irects any assignee or other payments received by Tenant in excess of the payments due from Tenant subtenant to pay rent d irectly to Landlord pursuant to this Lease may be retained upon receipt of notice of default from Landlord. No d irect collection by Tenant. On demand, Landlord from any assignee or subtenant shall make payments directly to Landlord without, however, creating constitute a direct Landlord-novation or a release of Tenant relation between them or releasing Tenant from the performance of its remaining obligations under this Lease. , nor shall receipt by Landlord shall not unreasonably withhold ofrent from any assignee, subtenant or delay consent to an assignment or sublease, providing that Landlord determines in its reasonable discretion that such sublease or assignment does not lessen Landlord’s security, that the use occupant of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible and is sufficiently experienced to operate the business from the Demised Premises successfully and in be a manner which shall not detract from the value waiver of the Demised Premises, that the proposed transaction does not present any environmental concernscovenant in this Lease prohibiting assignment and subletting.

Assignment or Sublease. 17.1 Tenant shall neither voluntarily, nor by operation of law, not assign, transfer, mortgage, pledgeencumber or otherwise transfer this Lease or sublet the whole or any part of the Premises without in each case first obtaining Landlord’s prior written consent. Such consent shall not be unreasonably withheld, hypothecate conditioned or encumber delayed. It shall not be deemed unreasonable for Landlord to withhold its consent if in Landlord’s reasonable judgment occupancy by any proposed assignee, subtenant or other transferee: (i) is not consistent with the maintenance and operation of a first class office building due to the proposed occupant’s nature or manner of conducting business, (ii) is likely to cause disturbance to the customary use and occupancy of the Buildings by other tenants, their employees, customers, clients or other guests or visitors, or (iii) is not reasonably deemed by Landlord to be financially responsible. Landlord may withhold, in its absolute and sole discretion, consent to any mortgage, hypothecation, pledge or other encumbrance of any interest in this Lease by Tenant or any subtenant, whereby this Lease or any interest therein, and shall not sublet the said Demised Premises therein becomes collateral for any obligation of Tenant or any part thereofother person. Further, Landlord may withhold its consent, in its absolute and sole discretion, for any assignment or sublease to an existing tenant in the Buildings or to any prospective tenant with whom Landlord had recently had negotiations regarding space in the Buildings, so long as Landlord has competing space available. Finally, Landlord may withhold its consent to the extent Landlord determines necessary to comply with a restriction on use of the Premises, the Buildings or the Property contained in any lease, mortgage, or other agreement or instrument that was in effect on the Effective Date of this Lease and by which the Landlord is bound or to which any right or privilege appurtenant thereto, or allow any other person (the employees, agents, servants and invitees of Tenant excepted) to occupy or use the said Demised Premises, or any portion thereof, without first obtaining the written consent of Landlordsuch property is subject. A consent to one No assignment, subletting, occupation subletting or use by any other person transfer shall not be deemed to be a consent to any subsequent assignment, subletting, occupation or use by another person. Consent to any such assignment or subletting shall in no way relieve Tenant of any liability under this Lease. Consent to any such assignment, subletting or transfer shall not operate as a waiver of the necessity for consent to any subsequent assignment, subletting or transfer. Notwithstanding anything to the contrary in this Article 19, Tenant may assign this Lease without Landlord’s consent as follows (each of which is a “Permitted Transfer”): (a) to an affiliate or SunGard Data Systems Inc. an entity under common ownership or control with Tenant, (b) to any entity with which Tenant is merging, or (c) to a person or entity that purchases all or substantially all of Tenant’s assets or all or substantially all of the Conditional Guaranty of Payment (as hereinafter defined)ownership interests in Tenant. Any such Landlord reserves the right to terminate this Lease in the event that Landlord receives from Tenant a written request for assignment or subletting without of this Lease or more than fifty percent (50%) of the Premises by Tenant, except that Landlord shall have no such right with respect to a Permitted Transfer. In the event more than fifty percent of the Premises but less than the entire Premises are to be subleased, Landlord retains the right to terminate this Lease with respect to the portion of the Premises for which such consent shall be void, and shallis requested, at the option proposed effective date of such subletting, in which event Landlord shall enter into the Landlordrelationship of Landlord and Tenant with any such subtenant or assignee as to the subleased portion, constitute a default under based on the rent (and/or other compensation) and the term agreed to by such subtenant or assignee and otherwise upon the terms and conditions of this Lease. Notwithstanding anything to the contrary herein, Landlord shall not be obligated may only exercise the termination right described in this Section upon delivery of written notice to consider and respond to any request for consent under this paragraph unless such request is in writing, contains a full explanation Tenant informing Tenant of the proposal and provides sufficient information about the financial standing and experience of the proposed assignee or subtenant for Landlord to make an informed judgment. Tenant acknowledges that its sole remedy with respect to any assertion that Landlord’s failure intent to timely consent to any assignment or sublet is unreasonable shall be the remedy of specific performance terminate and recapture. Tenant shall have no damage claim or further claim of any nature or cause of action against Landlord as a result ten (10) days after delivery of Landlord’s actions notice of same to rescind Tenant’s request from assignment or sublease in refusing writing delivered to Landlord. If Tenant sends a timely consent, except a claim for legal fees rescission then Landlord’s notice of termination and costs as provided in Section 51.1 belowrecapture shall be nullified and of no further force and effect. In the event of any approved assignment or sublease, all rents or other payments received by Tenant in excess of the payments due from Tenant to Landlord pursuant to this Lease may be retained by Tenant. On demand, any assignee or subtenant shall make payments directly to Landlord without, however, creating a direct Landlord-Tenant relation between them or releasing Tenant under this Lease. Landlord shall not unreasonably withhold or delay consent to connection with an assignment or sublease, providing that Landlord determines in its reasonable discretion that such sublease or assignment does not lessen subletting for which Landlord’s securityconsent is required, that Tenant shall pay the use reasonable cost of the Demised Premises will remain as the Permitted Use; that the proposed assignee processing such assignment or sublessee is financially responsible subletting, including attorneys’ fees, upon demand of Landlord. Tenant shall provide Landlord with copies of all assignments, subleases and is sufficiently experienced to operate the business from the Demised Premises successfully and in a manner which shall not detract from the value of the Demised Premises, that the proposed transaction does not present any environmental concernsassumption instruments.

Assignment or Sublease. 17.1 Tenant shall neither voluntarily, nor by operation of law, assign, transfer, mortgage, pledge, hypothecate In the event Lessee should desire to assign this lease or encumber this Lease or any interest therein, and shall not sublet the said Demised Premises or any part thereof, or any right or privilege appurtenant thereto, or allow any other person Lessee agrees to give Lessor written notice of such desire (and the employees, agents, servants and invitees proposed effective date thereof) at least THIRTY (30) days in advance of Tenant excepted) the date on which Lessee desires to occupy or use the said Demised Premises, or any portion thereof, without first obtaining the written consent of Landlord. A consent to one assignment, subletting, occupation or use by any other person shall not be deemed to be a consent to any subsequent assignment, subletting, occupation or use by another person. Consent to any make such assignment or subletting sublease. Lessor shall then have a period of FIFTEEN (15) days following receipt of such notice within which to notify Lessee in no way relieve Tenant of any liability under writing that Lessor elects either (i) to terminate this Lease or SunGard Data Systems Inc. under lease as to the Conditional Guaranty of Payment (space so affected as hereinafter defined). Any such assignment or subletting without such consent shall be void, and shall, at the option of the Landlorddate so specified by Lessee in which event Lessee will be relieved of all further obligation hereunder as to such space, constitute a default under the terms of or (ii) to permit Lessee to assign this Lease. Landlord shall not be obligated lease or sublet such space, subject, however, to consider and respond to any request for consent under this paragraph unless such request is in writing, contains a full explanation of the proposal and provides sufficient information about the financial standing and experience written approval of the proposed assignee or subtenant for Landlord sublessee by Lessor, and further subject to make an informed judgment. Tenant acknowledges the requirement that its sole remedy Lessee enter into written agreements with respect to Lessor, and with Assignee or Sublessee, that any assertion that Landlord’s failure to timely consent to any assignment or sublet is unreasonable shall be the remedy of specific performance and Tenant shall have no damage claim or further claim of any nature or cause of action against Landlord profit realized by Lessee as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 below. In the event of any approved such assignment or sublease, all rents sublease (meaning the consideration agreed upon between Lessee and Assignee or other payments received the difference between the rental rate agreed upon between Lessee and Sublessee and the rent then required to be paid under this lease multiplied by Tenant the number of months in excess the term of the payments sublease) shall, to the extent such profit is immediate, be due from Tenant and payable by Lessee to Landlord pursuant to this Lease may be retained by Tenant. On demand, any assignee or subtenant shall make payments directly to Landlord without, however, creating a direct Landlord-Tenant relation between them or releasing Tenant under this Lease. Landlord shall not unreasonably withhold or delay consent to Lessor upon the execution of an assignment or sublease, providing that Landlord determines and, to the extent such profit is deferred, be payable to Lessor by Assignee or Sublessee as it accrues, or (iii) to refuse to consent to Lessee's assignment of this lease or sublease of such space and to continue this lease in its reasonable discretion that full force and effect as to the entire Premises. If Lessor should fail to notify Lessee in writing of such election within the stated FIFTEEN (15) day period, Lessor shall be deemed to have elected option (iii) above. No consent by Lessor to any assignment or sublease shall be deemed to be consent to a use not permitted under this lease, to any act in violation of this lease, or to any other or subsequent assignment does not lessen Landlord’s securityor sublease, that the use and no assignment or sublease by Lessee shall relieve Lessee of any obligation under this lease. Any attempted assignment or sublease by Lessee in violation of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible terms and is sufficiently experienced to operate the business from the Demised Premises successfully and in a manner which covenants of Section 18 shall not detract from the value of the Demised Premisesbe void. LESSOR SPECIFICALLY APPROVES THE ASSIGNMENT OR SUBLEASE OF ALL OR A PORTION OF THE PREMISES TO AN AFFILIATE OR SUBSIDIARY OF LESSEE AT ANY TIME DURING THE PRIMARY TERM, that the proposed transaction does not present any environmental concernsOR ANY RENEWAL PERIODS WITH WRITTEN NOTICE TO LESSOR PROVIDED (I) USE OF THE PREMISES IS IN KEEPING WITH THE QUALITY OF OTHER USAGES IN THE BUILDING AND (II) SUCH AFFILIATE OR SUBSIDIARY HAS AN EQUAL OR GREATER FINANCIAL STANDING AS DOES LESSEE. WHERE LESSOR'S CONSENT IS REQUIRED, LESSOR WILL NOT UNREASONABLY WITHHOLD OR DELAY SUCH CONSENT. SUBLESSEE'S AND ASSIGNEES SHALL HAVE ACCESS TO USE LESSEE'S DIRECTORY BOARD STRIPS, LESSEE'S ONTRACT PARKING SPACES (AS ALLOTTED) AND AN ADDITIONAL MAILBOX AT AN ADDITIONAL COST, IF AVAILABLE.

Assignment or Sublease. 17.1 Tenant shall neither voluntarilySubject to the rights of the Master Landlord and the restrictions contained in the Master Lease in connection with a Transfer, nor by operation of law, Subtenant is not entitled to assign, transfer, mortgage, pledge, hypothecate or encumber this Lease otherwise transfer all or any part of its interest thereinin this Sublease, and shall not nor sublet the said Demised Sublease Premises or any part thereof, or any right or privilege appurtenant nor enter into license agreements with respect thereto, or allow nor permit occupancy thereof by any person other person (the than Subtenant and its employees, agents, servants and invitees of Tenant excepted) to occupy or use the said Demised Premises, or any portion thereof, without in each case first obtaining procuring the written consent of Landlordconsent of Sublandlord. A That consent to one may be withheld by Sublandlord in its sole and absolute discretion. Any attempted assignment, subletting, occupation license, mortgage, hypothecation or use by other transfer of all or any other person shall not be deemed to be a consent to any subsequent assignment, subletting, occupation or use by another person. Consent to any such assignment or subletting shall part of Subtenant’s interest in no way relieve Tenant of any liability under this Lease or SunGard Data Systems Inc. under the Conditional Guaranty of Payment (as hereinafter defined). Any such assignment or subletting Sublease without such Sublandlord’s prior written consent shall be void, void and shall, at the option of Sublandlord, terminate this Sublease. Subtenant shall reimburse Sublandlord for Sublandlord’s reasonable attorneys’ fees incurred in connection with the Landlord, constitute a default under the terms processing and documentation of this LeaseSublease, including the cost of obtaining Master Landlord’s consent to this Sublease in an amount not to exceed Two Thousand Five Hundred Dollars ($2,500.00), and of any such requested assignment, subletting, license, mortgage, hypothecation or other transfer of all or any part of Subtenant’s interest in this Sublease. Landlord Notwithstanding the foregoing, Subtenant may assign this Sublease or sublet the Premises or any portion thereof, with Sublandlord’s prior written consent (which shall not be obligated to consider and respond unreasonably withheld) to any request for consent corporation which controls, is controlled by or is under this paragraph unless such request is in writingcommon control with Subtenant, contains a full explanation of the proposal and provides sufficient information about the financial standing and experience of the proposed assignee or subtenant for Landlord to make an informed judgment. Tenant acknowledges that its sole remedy with respect to any assertion that Landlord’s failure to timely consent corporation resulting from a merger or consolidation with Subtenant, or to any assignment person or sublet is unreasonable shall be entity which acquires all the remedy assets of specific performance and Tenant shall have no damage claim or further claim of any nature or cause of action against Landlord Subtenant’s business as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 below. In the event of any approved assignment or sublease, all rents or other payments received by Tenant in excess of the payments due from Tenant to Landlord pursuant to this Lease may be retained by Tenant. On demand, any assignee or subtenant shall make payments directly to Landlord withoutgoing concern; provided, however, creating a direct Landlord-Tenant relation between them that the assignee or releasing Tenant under this Lease. Landlord shall not unreasonably withhold or delay consent to an assignment or subleasesublessee assumes the obligations of Subtenant hereunder, providing that Landlord determines in its reasonable discretion that such sublease or assignment does not lessen Landlord’s securityand Subtenant remains fully liable hereunder, that and the use of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible and is sufficiently experienced to operate the business from the Demised Premises successfully and in a manner which shall not detract from the value of the Demised Premises, that the proposed transaction does not present any environmental concernsremains unchanged.

Assignment or Sublease. 17.1 Tenant shall neither voluntarily, nor by operation of law, assign, transfer, mortgage, pledge, hypothecate not assign or encumber its interest in this Lease or any interest therein, and shall not sublet portion of the said Demised Premises or sublease all or any part thereof, or any right or privilege appurtenant thereto, of the Premises or allow any other person or entity (the except Tenant’s authorized representatives, employees, agentsinvitees, servants and invitees of Tenant exceptedor guests) to occupy or use the said Demised Premises, all or any portion thereof, part of the Premises without first obtaining the written Landlord’s consent, which consent of Landlord. A consent to one assignment, subletting, occupation or use by any other person shall not be deemed to be a consent unreasonably withheld, conditioned or delayed. In addition to any subsequent assignmentother reasonable grounds upon which Landlord may withhold its consent, sublettingLandlord shall be deemed reasonable in withholding its consent if it determines in its sole discretion that: (i) the tangible net worth of the proposed assignee or sublessee, occupation as shown on its most recently published, audited financial statement (or, if no such statement exists, as certified by its chief financial officer), is not equal to or use greater than Two Hundred Million and No/100 Dollars ($200,000,000.00); (ii) the intended uses of the Premises by another person. Consent to any such assignment the proposed assignee or subletting shall in no way relieve Tenant sublessee will either (a) constitute a violation of any liability under this Lease or SunGard Data Systems Inc. under any governmental law, rule, ordinance or regulation governing the Conditional Guaranty Premises or (b) involve the storage, use or keeping of Payment (as hereinafter defined). Any such assignment Hazardous Materials in, on or subletting without such consent shall be void, and shall, at about the option Premises in violation of the Landlord, constitute a default under the terms of this Lease. Landlord shall not be obligated to consider and respond to any request for consent under this paragraph unless such request is in writing, contains a full explanation or (c) will require an alteration of the proposal and provides sufficient information about Premises in violation of the financial standing and experience terms of this Lease; or (iii) the proposed assignee or subtenant sublessee is a tenant of Landlord in the Project or has negotiated to be a tenant of Landlord in the Project any time in the six (6) months just preceding Tenant’s request for Landlord to make an informed judgment. Tenant acknowledges that its sole remedy with respect to any assertion that Landlord’s failure to timely consent. Any assignment, encumbrance or sublease without Landlord’s written consent shall be voidable and at Landlord’s election, shall constitute a default hereunder. Landlord’s waiver or consent to any assignment or sublet subletting shall not relieve Tenant or any assignee or sublessee from any obligation under this Lease whether or not accrued. If Tenant is unreasonable a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, or the dissolution of the partnership, shall be deemed a voluntary assignment. If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the remedy capital stock of specific performance and Tenant, or the sale of at least 50% of the value of the assets of Tenant shall have no damage claim or further claim be deemed a voluntary assignment. The phrase “controlling percentage” means ownership of and right to vote stock possessing at least 50% of the total combined voting power of all classes of Tenant’s capital stock issued, outstanding and entitled to vote for election of directors. The preceding two sentences of this paragraphs shall not apply to corporations the stock of which is traded through a public exchange. If Landlord shall consent to any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 below. In the event of any approved assignment or subleasesublease of this Lease, 50% of all rents sums and other consideration payable to or other payments received by for the benefit of the Tenant from its assignees or subtenants in excess of the payments due from rent payable by Tenant to Landlord pursuant to under this Lease may shall be retained by Tenantpaid to Landlord, as and when such sums are due and payable. On demand, any assignee or subtenant shall make payments directly to Landlord without, however, creating a direct If Tenant requests Landlord-Tenant relation between them or releasing Tenant under this Lease. Landlord shall not unreasonably withhold or delay ’s consent to an assignment or sublease, providing that Landlord determines Tenant shall submit to Landlord, in its reasonable discretion that such sublease or assignment does not lessen Landlord’s securitywriting, that the use name of the Demised Premises will remain as proposed assignee or subtenant and the Permitted Use; nature and character of the business of the proposed assignee or subtenant, the term, use, rental rate and all other material terms and conditions of the proposed assignment or sublease, including, without limitation, evidence satisfactory to Landlord that the proposed assignee or sublessee is financially responsible subtenant satisfies the financial criteria set forth in the first paragraph of this Paragraph 19, thirty (30) days prior to the proposed effective date of such assignment or sublease. Tenant shall also submit to Landlord a processing fee of One Thousand Dollars ($1,000.00) as a condition to Landlord reviewing Tenant’s proposed assignment or subletting materials. Landlord shall within ten (10) business days after Landlord’s receipt of such written request and is sufficiently experienced information either (i) consent to operate or refuse to consent to such assignment or sublease in writing (but no such consent to an assignment or sublease shall relieve Tenant or any guarantor of Tenant’s obligations under this Lease of any liability hereunder), (ii) in the business from the Demised Premises successfully and in event of a manner which shall not detract from the value proposed assignment of this Lease or a proposed sublease of the Demised Premisesentire Premises for the entire remaining Term of this Lease, terminate this Lease effective the first to occur of ninety (90) days following written notice of such termination or the date that the proposed transaction does assignment or proposed sublease would have come into effect. If Landlord should fail to notify Tenant in writing of its decision within such ten (10) business day period after the later of the date Landlord is notified in writing of the proposed assignment or sublease or the date Landlord has received all required information concerning the proposed assignee or subtenant and the proposed assignment or sublease, Landlord shall be deemed to have refused to consent to such assignment or sublease, and to have elected to keep this Lease in full force and effect; provided, however, if Landlord shall be deemed to have refused to consent to such assignment or sublease as stated in this sentence above, Tenant may deliver to Landlord an additional request for Landlord’s consent to such assignment or sublease (“Tenant’s Additional Assignment/Subletting Notice”). In the event Landlord fails to either approve or disapprove such assignment or sublease in accordance with the terms of this Lease within two (2) business days following Landlord’s receipt of Tenant’s Additional Assignment/Subletting Notice, Landlord shall be deemed to have granted its consent to such assignment or sublease. Tenant acknowledges that the Tenant’s Additional Assignment/Subletting Notice will not present be deemed given to Landlord unless the same contains the following language (in at least 12 point, bold face and all capital letters): "LANDLORD’S FAILURE TO EITHER APPROVE OR DISAPPROVE SUCH ASSIGNMENT OR SUBLEASE IN ACCORDANCE WITH THE TERMS OF THIS LEASE WITHIN TWO (2) BUSINESS DAYS FOLLOWING RECEIPT OF THIS NOTICE MAY RESULT IN LANDLORD BEING DEEMED TO HAVE CONSENTED TO SUCH ASSIGNMENT OR SUBLEASE PURSUANT TO PARAGRAPH 19 OF THE LEASE”. If Tenant requests Landlord’s consent to any environmental concernssuch assignment or sublease, the assignment shall be on a form reasonably acceptable to Landlord, and Tenant shall pay Landlord, whether or not consent is ultimately given, any reasonable attorneys’ fees and other costs incurred in connection with the preparation, review and/or approval of such documentation. No interest of Tenant in this Lease shall be assignable by involuntary assignment through operation of law (including, without limitation, the transfer of this Lease by testacy or intestacy). Each of the following acts shall be considered an involuntary assignment: (a) If Tenant is or becomes bankrupt or insolvent, makes an assignment for the benefit of creditors, or institutes proceedings under the Bankruptcy Act in which Tenant is the bankrupt; or if Tenant is a partnership or consists of more than one person or entity, if any partner of the partnership or other person or entity is or becomes bankrupt or insolvent, or makes an assignment for the benefit of creditors; or (b) If a writ of attachment or execution is levied on this Lease; or (c) If in any proceeding or action to which Tenant is a party, a receiver is appointed with authority to take possession of the Premises. An involuntary assignment shall constitute a default by Tenant and Landlord shall have the right to elect to terminate this Lease, in which case this Lease shall not be treated as an asset of Tenant. No assignment or subletting, occupancy or collection of rent from any proposed assignee or sublessee shall be deemed a waiver on the part of Landlord, or the acceptance of the applicable assignee or sublessee, as applicable, as Tenant, and no such assignment or subletting shall release Tenant of Tenant’s obligations under this Lease or alter the primary liability of Tenant to pay rent and to perform all other obligations to be performed by Tenant hereunder. Landlord may require that any assignee or sublessee remit directly to Landlord on a monthly basis, all monies due Tenant by said assignee or sublessee, and each sublease shall provide that if Landlord gives said sublessee written notice that Tenant is in default under this Lease, said sublessee will thereafter make all payments due under the sublease directly to or as directed by Landlord, which payments will be credited against any payments due under this Lease. Tenant hereby irrevocably and unconditionally assigns to Landlord all rents and other sums payable under any sublease of the Premises; provided, however, that Landlord hereby grants Tenant a license to collect all such rents and other sums so long as Tenant is not in default under this Lease. Consent by Landlord to one assignment or subletting shall not be deemed consent to any subsequent assignment or subletting. In the event of default by any assignee or sublessee of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee or sublessee or successor. Landlord may consent to subsequent assignments of the Lease or sublettings or amendments or modifications to the Lease with assignees of Tenant, without notifying Tenant, or any successor of Tenant, and without obtaining its or their consent thereto and any such actions shall not relieve Tenant of liability under this Lease; provided, however, the foregoing is not intended to render any such subsequent assignment or sublease effective, but rather to permit Landlord to execute any counterpart consent without first confirming that Tenant has consented to such assignment and/or sublease. Tenant hereby waives (for itself and all persons claiming under Tenant) the provisions of Civil Code Section 1995.310. Notwithstanding the terms of this Paragraph 19, Tenant may effect an assignment or subletting, without Landlord’s consent, to any parent, subsidiary or affiliate entity which controls, is controlled by, or is under common control with, Tenant, or to any entity resulting from a merger or consolidation of Tenant, or to any person or entity which acquires all or substantially all of the assets of Tenant’s business as a going concern (a “Permitted Transferee”), provided that (a) Tenant delivers to Landlord, at least thirty (30) days prior to such transfer, written notice of same (unless such notice would violate applicable security laws and Landlord is unwilling to sign a non-disclosure statement), (b) the assignee (if applicable) assumes in full the obligations of Tenant under this Lease arising after the effective date of the transfer, and (c) Tenant remains fully liable under this Lease (provided Tenant shall not be required to continue its existence for the sole purpose of complying with this clause (c) if this Lease would be Tenant’s only remaining liability and such transfer is not otherwise used as a subterfuge to avoid Tenant’ obligations hereunder).

Assignment or Sublease. 17.1 Tenant shall neither voluntarilynot assign or encumber its interest in this Lease or the Premises, nor sublease all or any part of the Premises, nor allow any other person or entity (except Tenant's authorized representatives, employees, invitees, or guests) to occupy or use all or any part of tile Premises, without first obtaining Landlord's written consent which Landlord shall not unreasonably withhold, condition or delay. Any such assignment or sublease shall not relieve Tenant of any obligation hereunder and Tenant shall remain liable for the performance of each term hereof. Any assignment, encumbrance or sublease without Landlord's written consent shall be voidable and, at Landlord's election, shall constitute a default. If Tenant is a partnership, withdrawal or change, voluntary, involuntary or by operation of law, assign, transfer, mortgage, pledge, hypothecate or encumber this Lease or of any interest therein, and shall not sublet the said Demised Premises or any part thereofpartner, or any right or privilege appurtenant theretothe dissolution of the partnership, or allow any other person (the employeesshall be deemed a voluntary assignment. If Tenant consists of more than one person, agents, servants and invitees of Tenant excepted) to occupy or use the said Demised Premises, or any portion thereof, without first obtaining the written consent of Landlord. A consent to one a purported assignment, subletting, occupation voluntary or use involuntary or by any operation of law from one person to the other person shall not be deemed to be a consent to any subsequent voluntary assignment, subletting, occupation or use by another person. Consent to any such assignment or subletting shall in no way relieve Tenant of any liability under this Lease or SunGard Data Systems Inc. under the Conditional Guaranty of Payment (as hereinafter defined). Any such assignment or subletting without such consent shall be void, and shall, at the option of the Landlord, constitute a default under the terms of this Lease. Landlord shall not be obligated to consider and respond to any request for consent under this paragraph unless such request is in writing, contains a full explanation of the proposal and provides sufficient information about the financial standing and experience of the proposed assignee or subtenant for Landlord to make an informed judgment. Tenant acknowledges that its sole remedy with respect to any assertion that Landlord’s failure to timely consent to any assignment or sublet is unreasonable shall be the remedy of specific performance and Tenant shall have no damage claim or further claim of any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 below. In the event of any approved assignment or sublease, all rents or other payments All rent received by Tenant from its subtenants in excess of the payments due from rent payable by Tenant to Landlord pursuant to under this Lease may shall be retained paid to Landlord, or any sums to be paid by Tenantan assignee to Tenant in consideration of the assignment of this Lease shall be paid to Landlord. On demandIf Tenant requests Xxxxxxxx to consent to a proposed assignment or subletting, Tenant shall pay to Landlord, whether or not consent is ultimately given, $100 or Landlord's reasonable attorney's fees incurred in connection with such request, whichever is greater. SEE ADDENDUM A-3 No interest of Tenant in this Lease shall be assignable by involuntary assignment through operation of law (including without limitation the transfer of this Lease by testacy or intestacy). Each of the following acts shall be considered an involuntary assignment: (a) If Tenant is or becomes bankrupt or insolvent, makes an assignment for the benefit of creditors, or institutes proceedings under the Bankruptcy Act in which Tenant is bankrupt; or if Tenant is a partnership or consists of more than one person or entity, if any assignee partner of the partnership or subtenant shall make payments directly to Landlord withoutother person or entity is or becomes bankrupt or insolvent, however, creating or makes an assignment for the benefit of creditors: or (b) if a direct Landlord-Tenant relation between them writ of attachment or releasing Tenant under execution is levied on this Lease; or (c) if in any proceeding or action to which Tenant is a party, a receiver is appointed with authority to take possession of the Premises. An involuntary assignment shall constitute a default by Tenant and Landlord shall not unreasonably withhold or delay consent have the right to an assignment or subleaseelect to terminate this Lease, providing that Landlord determines in its reasonable discretion that such sublease or assignment does not lessen Landlord’s security, that the use of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible and is sufficiently experienced to operate the business from the Demised Premises successfully and in a manner which case this Lease shall not detract from the value be treated as an asset of the Demised Premises, that the proposed transaction does not present any environmental concernsTenant.

Assignment or Sublease. 17.1 Tenant shall neither voluntarily, nor by operation of law, assign, transfer, mortgage, pledge, hypothecate not assign or encumber its interest in this Lease or any interest therein, and shall not sublet the said Demised Premises or sublease all or any part thereof, or any right or privilege appurtenant thereto, of the Premises or allow any other person or entity (the except a successor by merger or acquisition which is continuing Tenant’s use, Tenant's authorized representatives, employees, agentsinvitees, servants and invitees of Tenant exceptedor guests) to occupy or use the said Demised Premises, all or any portion thereof, part of the Premises without first obtaining the written Landlord's consent of Landlord. A which consent to one assignment, subletting, occupation or use by any other person shall not be deemed unreasonably withheld for tenants meeting Landlord’s then existing standards for creditworthiness and use. No assignment or sublease shall release Tenant from the obligation to be a consent to any subsequent perform all obligations under this Lease. Any assignment, subletting, occupation encumbrance or use by another person. Consent to any such assignment or subletting shall in no way relieve Tenant of any liability under this Lease or SunGard Data Systems Inc. under the Conditional Guaranty of Payment (as hereinafter defined). Any such assignment or subletting sublease without such Landlord's written consent shall be voidvoidable and at Landlord's election, and shallshall constitute a default. If Tenant is a partnership, at a withdrawal or change, voluntary, involuntary or by operation of law of any partner, or the option dissolution of the Landlordpartnership, constitute shall be deemed a default under voluntary assignment. If Tenant consists of more than one person, a purported assignment, voluntary or involuntary or by operation of law from one person to the terms other shall be deemed a voluntary assignment. If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of this LeaseTenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least 25% of the value of the assets of Tenant shall be deemed a voluntary assignment. Landlord The phrase "controlling percentage" means ownership of and right to vote stock possessing at least 25% of the total combined voting power of all classes of Tenant's capital stock issued, outstanding and entitled to vote for election of directors. This Section 19 shall not be obligated apply to consider and respond to any request for consent under this paragraph unless such request corporations the stock of which is in writing, contains a full explanation of traded through an exchange or over the proposal and provides sufficient information about the financial standing and experience of the proposed assignee or subtenant for Landlord to make an informed judgmentcounter. Tenant acknowledges that its sole remedy with respect to any assertion that Landlord’s failure to timely consent to any assignment or sublet is unreasonable shall be the remedy of specific performance and Tenant shall have no damage claim or further claim of any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 below. In the event of any approved assignment or sublease, all rents or other payments All rent received by Tenant from its subtenants in excess of the payments due from Rent payable by Tenant to Landlord pursuant to under this Lease shall be paid to Landlord (provided that Tenant may amortize the costs of leasing commissions and improvements made for the new tenant over the term of the assignment or sublease in equal monthly installments without interest, and such amortization may be retained deducted from the excess rent otherwise due Landlord), or any sums to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be paid to Landlord. In lieu of granting consent to any proposed Transfer for which Tenant is required to obtain Landlord’s consent, Landlord reserves the right to terminate this Lease or, in the case of subletting of less than all the Premises, to terminate this Lease with respect to such portion of the Premises, as of the proposed effective date of such Transfer, in which event Landlord may enter into the relationship of landlord and tenant with such proposed Transferee. Notwithstanding the foregoing, Xxxxxxxx’s recapture right shall not apply to a sublease if (a) the term of the sublease ends at least 1 year prior to the end of the term of the Lease and contains no extension rights, and (b) the total area subleased, including the sublease at issue, will be less than 80% of the Premises. If Tenant requests Xxxxxxxx to consent to a proposed assignment or subletting, Tenant shall pay to Landlord, whether or not consent is ultimately given, $100 or Landlord's reasonable attorney's fees incurred in connection with such request, whichever is greater. No interest of Tenant in this Lease shall be assignable by involuntary assignment through operation of law (including without limitation the transfer of this Lease by testacy or intestacy). Each of the following acts shall be considered an involuntary assignment: (a) if Tenant is or becomes bankrupt or insolvent, makes an assignment for the benefit of creditors, or institutes proceedings under the Bankruptcy Act in which Tenant is the bankrupt; or if Tenant is a partnership or consists of more than one person or entity, if any partner of the partnership or other person or entity is or becomes bankrupt or insolvent, or makes an assignment for the benefit of creditors; or (b) if a writ of attachment or execution is levied on this Lease; or (c) if in any proceeding or action to which Tenant is a party, a receiver is appointed with authority to take possession of the Premises. An involuntary assignment shall constitute a default by Tenant and Landlord shall have the right to elect to terminate this Lease, in which case this Lease shall not be treated as an asset of Tenant. On demand, any assignee or subtenant shall make payments directly to Landlord without, however, creating a direct Landlord-Tenant relation between them or releasing Tenant under this Lease. Landlord shall not unreasonably withhold or delay consent to an assignment or sublease, providing that Landlord determines in its reasonable discretion that such sublease or assignment does not lessen Landlord’s security, that the use of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible and is sufficiently experienced to operate the business from the Demised Premises successfully and in a manner which shall not detract from the value of the Demised Premises, that the proposed transaction does not present any environmental concerns20.

Assignment or Sublease. 17.1 Tenant shall neither voluntarily, nor by operation of law, assign, transfer, mortgage, pledge, hypothecate not assign or encumber its interest in this Lease or any interest therein, and shall not sublet the said Demised Premises or sublease all or any part thereof, or any right or privilege appurtenant thereto, of the Premises or allow any other person or entity (the except Tenant’s authorized representatives, employees, agentsinvitees, servants and invitees of Tenant exceptedor guests) to occupy or use the said Demised Premises, all or any portion thereof, part of the Premises without first obtaining the written Landlord’s consent of Landlord. A consent to one assignment, subletting, occupation or use by any other person which Landlord shall not be deemed to be a consent to any subsequent assignment, subletting, occupation or use by another person. Consent to any such assignment or subletting shall in no way relieve Tenant of any liability under this Lease or SunGard Data Systems Inc. under the Conditional Guaranty of Payment (as hereinafter defined). Any such assignment or subletting without such consent shall be void, and shall, at the option of the Landlord, constitute a default under the terms of this Leaseunreasonably withhold. Landlord shall not be obligated to consider and respond to any request for deemed reasonable in withholding its consent under this paragraph unless such request is if it determines in writing, contains a full explanation of the proposal and provides sufficient information about its sole discretion that: (i) the financial standing and experience net worth of the proposed assignee or subtenant for Landlord sub lessee is not equal to make an informed judgmentor greater than Tenant’s financial net worth as of the date of this Lease as increased by the increase in the Consumer Price Index, if any, between the date of this Lease and the date of the assignment or sublease; (ii) the intended use of the Premises by the proposed assignee or sub lessee is inconsistent, incompatible or competes with other uses in the Project; (iii) the intended use of the Premises by the proposed assignee or sub lessee will require more than insignificant alteration of the Premises; (iv) the intended use of the Premises by the proposed assignee or sub lessee will constitute a violation of this Lease or any governmental law, rule, ordinance or regulation governing the Premises or would involve the storage, use or keeping of Hazardous Materials (as defined in Exhibit H attached hereto) in, on or about the Premises, the Common Areas or any other portion of the Project. Tenant acknowledges that its sole remedy with respect to any assertion that Any assignment, encumbrance or sublease without Landlord’s failure to timely written consent shall be voidable and at Landlord’s election, shall constitute a default. Landlord’s waiver or consent to any assignment or sublet subletting shall not relieve Tenant or any assignee or sub lessee from any obligation under this Lease whether or not accrued. If Tenant is unreasonable a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, or the dissolution of the partnership, shall be deemed a voluntary assignment. If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the remedy capital stock of specific performance and Tenant, or the sale of at least 25% of the value of the assets of Tenant shall have no damage claim or further claim be deemed a voluntary assignment. The phrase “controlling percentage” means ownership of and right to vote stock possessing at least 25% of the total combined voting power of all classes of Tenant’s capital stock issued, outstanding and entitled to vote for election of directors. The preceding two sentences of this paragraph shall not apply to corporations the stock of which is traded through a public exchange. If Landlord shall consent to any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 below. In the event of any approved assignment or subleasesublease of this Lease, one-half (50%) of all rents sums and other consideration payable to or other payments received by for the benefit of the Tenant from its assignee or subtenant in excess of the payments due from rent payable by Tenant to Landlord pursuant to this Lease may be retained by Tenant. On demand, any assignee or subtenant shall make payments directly to Landlord without, however, creating a direct Landlord-Tenant relation between them or releasing Tenant under this Lease, or in the case of a sublease, in excess of the rent fairly allocable to such subleased portion as reasonably determined by Landlord, shall be paid to Landlord, as and when such sums are due and payable. If Tenant requests Landlord to consent to a proposed assignment or subletting Tenant shall pay to Landlord, whether or not consent is ultimately given, $500.00 or Landlord’s reasonable attorneys’ fees incurred in connection with such request, whichever is greater. No interest of Tenant in this Lease shall be assignable by involuntary assignment through operation of law (including, without limitation, the transfer of this Lease by testacy or intestacy). Each of the following acts shall be considered an involuntary assignment: (a) If Tenant is or becomes bankrupt or insolvent, makes an assignment for the benefit of creditors, or institutes proceedings under the Bankruptcy Act in which Tenant is the bankrupt; or if Tenant is a partnership or consists of more than one person or entity, if any partner of the partnership or other person or entity is or becomes bankrupt or insolvent, or makes an assignment for the benefit of creditors; or (b) If a writ of attachment or execution is levied on this Lease; or (c) If in any proceeding or action to which Tenant is a party, a receiver is appointed with authority to take possession of the Premises. An involuntary assignment shall constitute a default by Tenant and Landlord shall not unreasonably withhold or delay consent have the right to an assignment or subleaseelect to terminate this Lease, providing that Landlord determines in its reasonable discretion that such sublease or assignment does not lessen Landlord’s security, that the use of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible and is sufficiently experienced to operate the business from the Demised Premises successfully and in a manner which case this Lease shall not detract from the value be treated as an asset of the Demised Premises, that the proposed transaction does not present any environmental concernsTenant.

Assignment or Sublease. 17.1 Tenant shall neither voluntarily, nor by operation of law, not assign, transfer, mortgage, pledge, hypothecate hypothecate, encumber or encumber otherwise transfer this Lease or any interest therein, and shall not sublet nor sublease the said Demised Premises whole or any part thereofof the Leased Premises, nor shall this Lease or any interest hereunder be assignable or transferable by any process or proceeding of any court, or any right or privilege appurtenant thereto, or allow any other person (the employees, agents, servants and invitees of Tenant excepted) to occupy or use the said Demised Premises, or any portion thereofotherwise, without in each case first obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld. A Any such transaction undertaken without Landlord’s prior written consent shall be null and void. In determining whether to grant consent to one assignmentTenant’s sublease or assignment request, sublettingLandlord may consider any factor, occupation including but not limited to the experience and business reputation of the proposed assignee or sublessee in operating a business for the uses set forth in the Lease; whether the clientele, personnel and foot traffic generated by such proposed assignee or sublessee is satisfactory to Landlord; notwithstanding that Tenant and/or others remain liable under the Lease, whether the proposed assignee or sublessee has a net worth, and financial strength and credit record, reasonably satisfactory to Landlord; use of the Leased Premises by the proposed assignee or sublessee must be identical to the use permitted by the Lease; use of the Leased Premises by the proposed assignee or sublessee will not violate or create any potential violation of any laws; whether the quality of the business to be operated or likely to be operated by the proposed assignee or sublessee is satisfactory to Landlord; and whether Landlord’s consent might result in a breach of any other person lease or agreement to which Landlord is a party; and whether the product mix and target customer base of the proposed assignee or sublessee is consistent with the product mix and target customer base that Landlord is trying to maintain or achieve within Bellevue Place. No assigmnent, subleasing or other transfer shall relieve Tenant of any liability under this Lease. The prohibition set forth in this Section 20 includes, without limitation (and the following shall be deemed to be “assignments”): (i) a consolidation or merger of Tenant; (ii) a change in the ownership or voting rights of more than twenty-five percent (25%) of the issued and outstanding stock of any corporate tenant; (iii) any subleasing or assignment which would otherwise occur by operation of law, merger, consolidation, reorganization, transfer or other significant change in corporate or proprietary structure; (iv) the sale, assignment or transfer of all or substantially all of the assets of Tenant, with or without the specific assignment of this Lease; and (v) a change in control in any partnership tenant. The acceptance by Landlord of any amounts following any transaction prohibited hereunder shall not be deemed to be a consent by Landlord nor shall the same be deemed to be a waiver of any right or remedy of Landlord hereunder. Consent to any such assignment, subleasing or other transfer shall not operate as a waiver of the necessity for consent to any subsequent assignment, sublettingsubleasing or transfer. If Landlord’s consent is requested for an assignment or sublease of all or a portion of the Leased Premises, occupation or use by another person. Consent Landlord shall have the right to any terminate this Lease with respect to that portion of the Leased Premises for which such consent is requested, at the proposed effective date of such assignment or subletting shall in no way relieve Tenant of any liability under this Lease or SunGard Data Systems Inc. under the Conditional Guaranty of Payment (as hereinafter defined). Any such assignment or subletting without such consent shall be voidsubleasing, and shall, at enter into the option relationship of the Landlord, constitute a default under the terms of this Lease. Landlord shall not be obligated to consider and respond to any request for consent under this paragraph unless such request is in writing, contains a full explanation of the proposal and provides sufficient information about the financial standing and experience of Tenant with the proposed assignee or subtenant for Landlord based on the rent (and/or other compensation) and term agreed to make an informed judgment. Tenant acknowledges that its sole remedy with respect to any assertion that Landlord’s failure to timely consent to any assignment or sublet is unreasonable shall be the remedy of specific performance and Tenant shall have no damage claim or further claim of any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 below. In the event of any approved assignment or sublease, all rents or other payments received by Tenant in excess of the payments due from Tenant to Landlord pursuant to this Lease may be retained by Tenant. On demand, any such assignee or subtenant shall make payments directly to Landlord without, however, creating a direct Landlord-Tenant relation between them or releasing Tenant under and otherwise upon the terms and conditions of this Lease. Landlord shall not unreasonably withhold or delay consent to an assignment or sublease, providing that Landlord determines in its reasonable discretion that such In connection with any sublease or assignment does not lessen Landlord’s securityassignment, that the use Tenant shall promptly provide Landlord with fully executed copies of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible all assignment, sublease and is sufficiently experienced to operate the business from the Demised Premises successfully and in a manner which shall not detract from the value of the Demised Premises, that the proposed transaction does not present any environmental concernsassumption instruments.

Assignment or Sublease. 17.1 Tenant shall neither voluntarily, nor by operation of law, not assign, transfer, mortgage, pledge, hypothecate hypothecate, encumber or encumber otherwise transfer this Lease or any interest therein, and shall not sublet nor sublease the said Demised Premises whole or any part thereofof the Leased Premises, nor shall this Lease or any interest hereunder be assignable or transferable by any process or proceeding of any court, or any right or privilege appurtenant thereto, or allow any other person (the employees, agents, servants and invitees of Tenant excepted) to occupy or use the said Demised Premises, or any portion thereofotherwise, without in each case first obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld. A Any such transaction undertaken without Landlord's prior written consent shall be null and void. In determining whether to grant consent to one Tenant's sublease or assignment request, Landlord may consider any factor, including but not limited to the experience and business reputation of the proposed assignee or sublessee in operating a business for the uses set forth in the Lease; whether the clientele, personnel and foot traffic generated by such proposed assignee or sublessee is satisfactory to Landlord; notwithstanding that Tenant and/or others remain liable under the Lease, whether the proposed assignee or sublessee has a net worth, and financial strength and credit record, reasonably satisfactory to Landlord; use of the Leased Premises by the proposed assignee or sublessee must be identical to the use permitted by the Lease; use of the Leased Premises by the proposed assignee or sublessee will not violate or create any potential violation of any laws; whether the quality of the business to be operated or likely to be operated by the proposed assignee or sublessee is satisfactory to Landlord; and whether Landlord's consent might result in a breach of any other lease or agreement to which Landlord is a party; and whether the product mix and target customer base of the proposed assignee or sublessee is consistent with the product mix and target customer base that Landlord is trying to maintain or achieve within Bellevue Place. No assignment, sublettingsubleasing or other transfer shall relieve Tenant of any liability under this Lease. The prohibition set forth in this Section 20 includes, occupation without limitation (and the following shall be deemed to be “assignments”): (i) a consolidation or use merger of Tenant; (ii) a change in the ownership or voting rights of more than twenty-five percent (25%) of the issued and outstanding stock of any corporate tenant; (iii) any subleasing or assignment which would otherwise occur by operation of law, merger, consolidation, reorganization, transfer or other significant change in corporate or proprietary structure; (iv) the sale, assignment or transfer of all or substantially all of the assets of Tenant, with or without the specific assignment of this Lease; and (v) a change in control in any other person partnership tenant. The acceptance by Landlord of any amounts following any transaction prohibited hereunder shall not be deemed to be a consent by Landlord nor shall the same be deemed to be a waiver of any right or remedy of Landlord hereunder. Consent to any such assignment, subleasing or other transfer shall not operate as a waiver of the necessity for consent to any subsequent assignment, sublettingsubleasing or transfer. If Landlord's consent is requested for an assignment or sublease of all or a portion of the Leased Premises, occupation or use by another person. Consent Landlord shall have the right to any terminate this Lease with respect to that portion of the Leased Premises for which such consent is requested, at the proposed effective date of such assignment or subletting shall in no way relieve Tenant of any liability under this Lease or SunGard Data Systems Inc. under the Conditional Guaranty of Payment (as hereinafter defined). Any such assignment or subletting without such consent shall be voidsubleasing, and shall, at enter into the option relationship of the Landlord, constitute a default under the terms of this Lease. Landlord shall not be obligated to consider and respond to any request for consent under this paragraph unless such request is in writing, contains a full explanation of the proposal and provides sufficient information about the financial standing and experience of Tenant with the proposed assignee or subtenant for Landlord based on the rent (and/or other compensation) and term agreed to make an informed judgment. Tenant acknowledges that its sole remedy with respect to any assertion that Landlord’s failure to timely consent to any assignment or sublet is unreasonable shall be the remedy of specific performance and Tenant shall have no damage claim or further claim of any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 below. In the event of any approved assignment or sublease, all rents or other payments received by Tenant in excess of the payments due from Tenant to Landlord pursuant to this Lease may be retained by Tenant. On demand, any such assignee or subtenant shall make payments directly to Landlord without, however, creating a direct Landlord-Tenant relation between them or releasing Tenant under and otherwise upon the terms and conditions of this Lease. Landlord shall not unreasonably withhold or delay consent to an assignment or sublease, providing that Landlord determines in its reasonable discretion that such In connection with any sublease or assignment does not lessen Landlord’s securityassignment, that the use Tenant shall promptly provide Landlord with fully executed copies of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible all assignment, sublease and is sufficiently experienced to operate the business from the Demised Premises successfully and in a manner which shall not detract from the value of the Demised Premises, that the proposed transaction does not present any environmental concernsassumption instruments.

Assignment or Sublease. 17.1 Tenant shall neither voluntarilynot, nor by operation of lawdirectly or indirectly, assign, transfer, mortgage, pledge, hypothecate or encumber this Lease or any interest therein, and shall not nor permit the Leased Premises to be occupied by anyone other than Tenant or sublet the said Demised Premises whole or any part thereofof the Leased Premises, nor shall this Lease or any interest hereunder be assignable or transferable by operation of law or by any process or proceeding of any court, or any right or privilege appurtenant theretootherwise, without the prior written consent of Landlord. Notwithstanding the foregoing, Tenant shall be permitted to assign this Lease, or allow any other person (sublet the employees, agents, servants and invitees Leased Premises without landlord’s consent to an affiliate of Tenant excepted) (affiliate meaning an entity which controls Tenant, is controlled by tenant, or under common control with Tenant, including any subsidiary or parent of Tenant), or to occupy a corporation resulting from a merger or use consolidation with Tenant, or to any person or entity which acquires substantially all of the said Demised Premisesassets of Tenant, or to any person or entity which acquires substantially all of the stock of Tenant. Following any assignment or sublease pursuant to this paragraph, Tenant will remain liable hereunder. The public sale or transfer of the common stock of Tenant shall not constitute an assignment under this Lease. If Tenant desires at any time to enter an assignment of this Lease or a sublease of the Leased Premises or any portion thereof, without where Landlord’s consent is required, Tenant shall first obtaining give written notice to Landlord of Tenant’s desire to do so, which notice shall contain (a) the written consent of Landlord. A consent to one assignment, subletting, occupation or use by any other person shall not be deemed to be a consent to any subsequent assignment, subletting, occupation or use by another person. Consent to any such assignment or subletting shall in no way relieve Tenant of any liability under this Lease or SunGard Data Systems Inc. under the Conditional Guaranty of Payment (as hereinafter defined). Any such assignment or subletting without such consent shall be void, and shall, at the option of the Landlord, constitute a default under the terms of this Lease. Landlord shall not be obligated to consider and respond to any request for consent under this paragraph unless such request is in writing, contains a full explanation of the proposal and provides sufficient information about the financial standing and experience name of the proposed assignee or subtenant subtenant, (b) the proposed merchandising plan for the assignee’s or subtenant’s business to be carried on in the Leased Premises in accordance with the uses permitted under Section 5 hereof, (c) the terms and provisions of the proposed assignment or sublease, (d) such financial information and past merchandising experience as Landlord may reasonably request concerning the proposed assignee or subtenant, including a resume of the principals of the proposed assignee or subtenant, and (e) a check made payable to make an informed judgmentthe order of Landlord for Seven Hundred Fifty and No/100 Dollars ($750.00) as a deposit toward Landlord’s costs incurred in conjunction with the processing and documentation of the proposed assignment or sublease. Tenant acknowledges that its sole remedy with respect agrees to any assertion that reimburse Landlord for Landlord’s failure reasonable attorneys’ fees incurred in conjunction with the processing and documentation of any such requested transfer, assignment, subletting, licensing or concession agreement, change of ownership or hypothecation of this Lease or Tenant’s interest in the Leased Premises, such costs and attorneys’ fees not to timely exceed $1,000. Tenant shall provide Landlord promptly with fully executed copies of all assignments, subleases and related instruments. No consent by Landlord to any assignment or sublet is unreasonable shall be the remedy of specific performance and sublease by Tenant shall have no damage claim or further claim relieve Tenant of any nature or cause of action against Landlord as a result of Landlord’s actions in refusing obligation to timely consent, except a claim for legal fees and costs as provided in Section 51.1 below. In the event of any approved assignment or sublease, all rents or other payments received be performed by Tenant in excess of the payments due from Tenant to Landlord pursuant to this Lease may be retained by Tenant. On demand, any assignee or subtenant shall make payments directly to Landlord without, however, creating a direct Landlord-Tenant relation between them or releasing Tenant under this Lease. Landlord shall not unreasonably withhold , whether arising before or delay consent to an after the assignment or sublease, providing that . The consent by Landlord determines in its reasonable discretion that such to any assignment or sublease or assignment does shall not lessen relieve Tenant of the obligation to obtain Landlord’s security, that the use of the Demised Premises will remain as the Permitted Use; that the proposed assignee express written consent to any other assignment or sublessee is financially responsible and is sufficiently experienced to operate the business from the Demised Premises successfully and in a manner which shall not detract from the value of the Demised Premises, that the proposed transaction does not present any environmental concernssublease.

Assignment or Sublease. 17.1 Tenant shall neither voluntarily, nor by operation of law, assign, transfer, mortgage, pledge, hypothecate not assign or encumber its interest in this Lease or any interest therein, and shall not sublet the said Demised Premises or sublease all or any part thereof, or any right or privilege appurtenant thereto, of the Premises or allow any other person or entity (the except Tenant's authorized representatives, employees, agentsinvitees, servants and invitees of Tenant exceptedor guests) to occupy or use the said Demised Premises, all or any portion thereof, part of the Premises without first obtaining the written consent of Landlord. A consent to one assignment's consent, subletting, occupation or use by any other person which shall not be deemed unreasonably withheld, delayed or conditioned. In determining whether to be a consent to a proposed assignment or subletting, Landlord may consider any subsequent commercially reasonable basis for approving or disapproving the proposed subletting or assignment, subletting, occupation or use by another person. Consent to including without limitation any such assignment or subletting shall in no way relieve Tenant of any liability under this Lease or SunGard Data Systems Inc. under the Conditional Guaranty of Payment (as hereinafter defined). Any such assignment or subletting without such consent shall be void, and shall, at the option of the Landlordfollowing: (i) whether the clientele, constitute a default under personnel or foot traffic which will be generated by the terms business of this Lease. Landlord shall not be obligated to consider and respond to any request for consent under this paragraph unless such request is in writing, contains a full explanation of the proposal and provides sufficient information about the financial standing and experience of the proposed assignee or subtenant for Landlord to make an informed judgment. Tenant acknowledges that its sole remedy with respect to any assertion that Landlord’s failure to timely consent to any assignment or sublet is unreasonable shall be the remedy of specific performance and Tenant shall have no damage claim or further claim of any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 below. In the event of any approved assignment or sublease, all rents or other payments received by Tenant in excess of the payments due from Tenant to Landlord pursuant to this Lease may be retained by Tenant. On demand, any assignee or subtenant shall make payments directly to Landlord without, however, creating a direct Landlord-Tenant relation between them or releasing Tenant under this Lease. Landlord shall not unreasonably withhold or delay consent to an assignment or sublease, providing that Landlord determines in its reasonable discretion that such sublease or assignment does not lessen Landlord’s security, that the use of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible consistent in Landlord's reasonable opinion with the businesses of other tenants of the Building or the Project, (ii) whether the proposed assignee has a net worth and financial strength and credit record reasonably satisfactory to Landlord, and (iii) whether the use of the Premises by the proposed assignee or sublessee will violate or create any potential violation of any laws or a breach or violation of any other lease or agreement by which Landlord is sufficiently experienced to operate the business bound. No assignment or sublease shall release Tenant from the Demised Premises successfully obligation to perform all obligations under this Lease unless otherwise agreed in writing by Landlord. Any assignment, encumbrance or sublease without Landlord's written consent shall be voidable and in at Landlord's election, shall constitute a manner which default. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, or the dissolution of the partnership, shall not detract be deemed a voluntary assignment. If Tenant consists of more than one person, a purported assignment, voluntary or involuntary or by operation of law from one person to the other shall be deemed a voluntary assignment. If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least 25% of the value of the Demised Premisesassets of Tenant shall be deemed a voluntary assignment. The phrase "controlling percentage" means ownership of and right to vote stock possessing at least 25% of the total combined voting power of all classes of Tenant's capital stock issued, that outstanding and entitled to vote for election of directors. The two proceeding sentences shall not apply to corporations the stock of which is traded through an exchange or over the counter. One half (1/2) of any rent received by Tenant from its subtenants or assignees in excess of the Rent payable by Tenant to Landlord under this Lease and of any sums to be paid by an assignee to Tenant in which is attributable to the leasehold interest, prepayment of rent or "buying down" rent (less the costs and expenses incurred by Tenant in connection with any such sublease or assignment) shall be paid to Landlord. If at the time of the proposed transaction does assignment or subletting, the Project is more than 15% vacant, then Tenant shall not present charge less on the proposed assignment or subletting than 95% of the rents being charged by Landlord for similar spaces in the Project. For purposes of this Section 19, the term "similar spaces in the Project" shall mean similar as to (i) location of the floors(s) within the Project, (ii) views, (iii) types of tenant improvements and (iv) use. If Tenant requests Landlord to consent to a proposed assignment or subletting, Tenant shall pay to Landlord, whether or not consent is ultimately given, $100 or Landlord's reasonable out of pocket attorney's fees incurred in connection with such request, whichever is greater. Notwithstanding any environmental concernsother provision of this Section 19, Tenant may sublet all or part of the Premises to its parent corporation, if any; any subsidiary corporation of Tenant or its parent corporation; or any corporation or other entity owned or controlled by Tenant, its parent corporation of any subsidiary of Tenant (each an "Affiliate"). Furthermore, Tenant may assign this Lease to any Affiliates, or to any entity resulting from a merger or consolidation with Tenant, provided the assignee's financial condition (i.e., net worth and liquidity) is comparable to that of Tenant immediately preceding the date of the assignment. No interest of Tenant in this Lease shall be assignable by involuntary assignment through operation of law (including without limitation the transfer of this Lease by testacy or intestacy). Each of the following acts shall be considered an involuntary assignment: (a) if Tenant is or becomes bankrupt or insolvent, makes an assignment for the benefit of creditors, or institutes proceedings under the Bankruptcy Act in which Tenant is the bankrupt party; or if Tenant is a partnership or consists of more than one person or entity, if any partner of the partnership or other person or entity is or becomes bankrupt or insolvent, or makes an assignment for the benefit of creditors; or (b) if a writ of attachment or execution is levied on this Lease; or (c) if in any proceeding or action to which Tenant is a party, a receiver is appointed with authority to take possession of the Premises. An involuntary assignment shall constitute a default by Tenant and Landlord shall have the right to elect to terminate this Lease, in which case this Lease shall not be treated as an asset of Tenant.

Assignment or Sublease. 17.1 Tenant shall neither voluntarily, nor by operation of law, assign, transfer, mortgage, pledge, hypothecate not assign or encumber its interest in this Lease or any interest therein, and shall not sublet the said Demised Premises or sublease all or any part thereof, or any right or privilege appurtenant thereto, of the Premises or allow any other person or entity (the except Tenant's authorized representatives, employees, agentsinvitees, servants and invitees of Tenant exceptedor guests) to occupy or use the said Demised Premises, all or any portion thereof, part of the Premises without first obtaining the written Landlord's consent of Landlord. A consent to one assignment, subletting, occupation or use by any other person shall not be deemed to be a consent to any subsequent assignment, subletting, occupation or use by another person. Consent to any such assignment or subletting shall in no way relieve Tenant of any liability under this Lease or SunGard Data Systems Inc. under the Conditional Guaranty of Payment (as hereinafter defined). Any such assignment or subletting without such consent shall be void, and shall, at the option of the Landlord, constitute a default under the terms of this Lease. Landlord shall not be obligated to consider and respond to any request for consent under this paragraph unless such request is in writing, contains a full explanation of the proposal and provides sufficient information about the financial standing and experience of the proposed assignee or subtenant for Landlord to make an informed judgment. Tenant acknowledges that its sole remedy with respect to any assertion that Landlord’s failure to timely consent to any assignment or sublet is unreasonable shall be the remedy of specific performance and Tenant shall have no damage claim or further claim of any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 below. In the event of any approved assignment or sublease, all rents or other payments received by Tenant in excess of the payments due from Tenant to Landlord pursuant to this Lease may be retained by Tenant. On demand, any assignee or subtenant shall make payments directly to Landlord without, however, creating a direct Landlord-Tenant relation between them or releasing Tenant under this Lease. which Landlord shall not unreasonably withhold or delay withhold. Landlord shall be deemed reasonable in withholding its consent to an assignment or sublease, providing that Landlord if it determines in its reasonable sole discretion that such sublease or assignment does not lessen Landlord’s security, that that: (i) the use financial net worth of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible not equal to or greater than Tenant's financial net worth as of the date of this Lease as increased by the increase in the Consumer Price Index, if any, between the date of this Lease and the date of the assignment or sublease, (ii) (NOTE: PREVIOUSLY TYPED LANGUAGE DELETED); (iii) the intended use of the Premises by the proposed assignee or sublessee will require more than insignificant alteration of the Premises; (iv) the intended use of the Premises by the proposed assignee or sublessee will constitute a violation of this Lease or any governmental law, rule, ordinance or regulation governing the Premises or would involve the storage, use or keeping of Hazardous Materials (as defined in Exhibit H attached hereto) in, on or about the Premises, the Common Areas or any other portion of the Project; or if (v) the proposed rent for the proposed assignee is sufficiently experienced less than the Rent then in effect under the Lease; or (vi) the proposed assignee or sublessee is a tenant in the Project or has negotiated to operate be a tenant in the business from Project any time in the Demised Premises successfully six (6) months just preceding Tenant's request for Landlord's consent AND LANDLORD IS THEN LEASING A SIMILAR AMOUNT OF SPACE IN THE PROJECT. Any assignment, encumbrance or sublease without Landlord's written consent shall be voidable and in at Landlord's election, shall constitute a manner which default. Landlord's waiver or consent to any assignment or subletting shall not detract relieve Tenant of any assignee or sublessee from any obligation under this Lease whether or not accrued. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, or the dissolution of the partnership, shall be deemed a voluntary assignment. If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least 25% of the value of the Demised Premisesassets of Tenant shall be deemed a voluntary assignment. The phase "controlling percentage" means ownership of and right to vote stock possessing at least 25% of the total combined voting power of all classes of Tenant's capital stock issued, that outstanding and entitled to vote for election of directors. The preceding two sentences of this paragraph shall not apply to corporations the stock of which is traded through a public exchange. If Landlord shall consent to any assignment or sublease of this Lease, three-quarters (3/4) of all sums and other consideration payable to or for the benefit of the Tenant from its assignee or subtenant in excess of the rent payable by Tenant to Landlord under this Lease, or in the case of a sublease, in excess of the rent fairly allocable to such subleased portion as reasonably determined by Landlord PLUS, IN EITHER CASE, THE LEGAL FEES, BROKERAGE COMMISSIONS AND TENANT-PAID ALTERATIONS REQUIRED TO CONSUMMATE SUCH ASSIGNMENT, shall be paid to Landlord, as and when such sums are due and payable. If Tenant requests Landlord to consent to a proposed transaction does assignment or subletting Tenant shall pay to Landlord, whether or not present any environmental concernsconsent is ultimately given, $100 or Landlord's reasonable attorneys' fees incurred in connection with such request, whichever is greater.

Assignment or Sublease. 17.1 In the event Tenant shall neither voluntarily, nor by operation of law, assign, transfer, mortgage, pledge, hypothecate or encumber desires to assign this Lease or any interest thereintherein including, and shall not without limitation, a pledge, mortgage or other hypothecation, or sublet the said Demised Premises or any part thereof, Tenant shall deliver to Landlord executed counterparts of any such agreement and of all ancillary agreements with the proposed assignee or subtenant, financial statements, and any right additional information as reasonably required to determine whether it will consent to the proposed assignment or privilege appurtenant theretosublease. The notice shall give the name and current address of the proposed assignee/subtenant, proposed use of the Premises, rental rate and current financial statement and upon request to Tenant, Landlord shall be given additional information as reasonably required to determine whether it will consent to the proposed assignment or sublease. Landlord shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects (i) to terminate this Lease as to the space to affected as of the date so specified by Tenant in which event Tenant will be relieved of all further obligations hereunder as to such space, (ii) to permit Tenant to assign or sublet such space to the named assignee/subtenant on the terms and conditions set forth in the notice, or allow any other person (the employees, agents, servants and invitees of Tenant exceptediii) to occupy or use the refuse consent. If Landlord should fail to notify Tenant in writing of such election within said Demised Premisesthirty (30) day period, or any portion thereof, without first obtaining the written consent of Landlord. A consent to one assignment, subletting, occupation or use by any other person Landlord shall not be deemed to be a consent to any subsequent assignment, subletting, occupation have elected option (ii) above. Any rent or use other economic consideration realized by another person. Consent to Tenant under any such sublease and assignment in excess of the rent payable hereunder (including an allocation of the purchase price attributable to Tenant's leasehold interest in the event of a sale of the Tenant's business), after the net unamortized cost of the Tenant Improvements for which Tenant has itself paid, and reasonable subletting and assignment costs, shall be divided and paid sixty-seven percent (67%) to Landlord and thirty-three percent (33%) to Tenant. Tenant's obligation to pay over Landlord's portion of the consideration shall constitute an obligation for additional rent hereunder. The above provisions relating to Landlord's right to terminate the Lease and relating to the allocation of bonus rent are independently negotiated terms of the Lease, constitute a material inducement for the Landlord to enter into the Lease, and are agreed as between the parties to be commercially reasonable. No assignment or subletting by Tenant shall in no way relieve Tenant of any liability under this Lease or SunGard Data Systems Inc. under the Conditional Guaranty of Payment (as hereinafter defined). Any such assignment or subletting without such consent shall be void, and shall, at the option of the Landlord, constitute a default under the terms of this Lease. Landlord shall not be obligated to consider and respond to any request for consent under this paragraph unless such request is in writing, contains a full explanation of the proposal and provides sufficient information about the financial standing and experience of the proposed assignee or subtenant for Landlord to make an informed judgment. Tenant acknowledges that its sole remedy with respect to any assertion that Landlord’s failure to timely consent to any assignment or sublet is unreasonable shall be the remedy of specific performance and Tenant shall have no damage claim or further claim of any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 below. In the event of any approved assignment or sublease, all rents or other payments received by Tenant in excess of the payments due from Tenant to Landlord pursuant to this Lease may be retained by Tenant. On demand, any assignee or subtenant shall make payments directly to Landlord without, however, creating a direct Landlord-Tenant relation between them or releasing Tenant obligation under this Lease. Any assignment or subletting which conflicts with the provisions hereof shall be void. If Landlord exercises its option to terminate this Lease in part in the event Tenant desires to sublet or assign part of the Premises, then (a) this Lease shall end and expire, with respect to such part of the Premises, on the date upon which the proposed sublease was to commence, and (b) from and after such date, the rent and Tenant's allocable share of all other costs and charges shall be adjusted, based upon the proportion that the rentable area of the Premises remaining bears to the total rentable area of the Premises. If Landlord does not exercise its option to terminate this Lease, Landlord's consent (which must be in writing and in form reasonably satisfactory to Landlord) to the proposed assignment or sublease shall not be unreasonably withhold withheld or delay consent to an assignment or subleasedelayed, providing that Landlord determines in its reasonable discretion that such sublease or assignment does not lessen Landlord’s security, that the use of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible provided and is sufficiently experienced to operate the business from the Demised Premises successfully and in a manner which shall not detract from the value of the Demised Premises, that the proposed transaction does not present any environmental concerns.upon condition that:

Assignment or Sublease. 17.1 Tenant shall neither voluntarily, nor by operation of law, assign, transfer, mortgage, pledge, hypothecate or encumber this Lease or any interest thereininstallments payable hereunder, and shall not sublet the said Demised Premises or any part thereofall expenses payable under Paragraph 11 less reasonable subletting and assignment costs, or any right or privilege appurtenant theretoAND COSTS PAYABLE BY TENANT TO MODIFY THE PREMISES TO SUIT THE SUB-TENANT, or allow any other person SHALL BE DIVIDED AND PAID FIFTY PERCENT (the employees, agents, servants and invitees of Tenant excepted50%) to occupy or use Landlord and fifty percent (50%) to Tenant. Tenant's obligation to pay over Landlord's portion of the said Demised Premises, or any portion thereof, without first obtaining the written consent of Landlordconsideration shall constitute an obligation for additional rent hereunder. A consent to one assignment, subletting, occupation or use by any other person shall not be deemed to be a consent to any subsequent assignment, subletting, occupation or use by another personTENANT SHALL FIRST RECEIVE ITS SUBLETTING AND MODIFICATION COSTS WITHOUT INTEREST BEFORE DIVIDING ANY EXCESS PROFITS WITH LANDLORD. Consent to any such No assignment or subletting by Tenant shall in no way relieve Tenant of any liability under this Lease or SunGard Data Systems Inc. under the Conditional Guaranty of Payment (as hereinafter defined). Any such assignment or subletting without such consent shall be void, and shall, at the option of the Landlord, constitute a default under the terms of this Lease. Landlord shall not be obligated to consider and respond to any request for consent under this paragraph unless such request is in writing, contains a full explanation of the proposal and provides sufficient information about the financial standing and experience of the proposed assignee or subtenant for Landlord to make an informed judgment. Tenant acknowledges that its sole remedy with respect to any assertion that Landlord’s failure to timely consent to any assignment or sublet is unreasonable shall be the remedy of specific performance and Tenant shall have no damage claim or further claim of any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 below. In the event of any approved assignment or sublease, all rents or other payments received by Tenant in excess of the payments due from Tenant to Landlord pursuant to this Lease may be retained by Tenant. On demand, any assignee or subtenant shall make payments directly to Landlord without, however, creating a direct Landlord-Tenant relation between them or releasing Tenant obligation under this Lease. Any assignment or subletting which conflicts with the provisions hereof shall be void. If Landlord exercises its option to terminate this Lease in part in the event Tenant desires to sublet or assign part of the Premises, then (a) this Lease shall end and expire, with respect to such part of the Premises, on the date upon which the proposed sublease was to commence, and (b) from and after such date, the rent and Tenant's allocable share of all other costs and charges shall be adjusted, based upon the proportion that the rentable area of the Premises remaining bears to the total rentable return of the Premises. If Landlord does not exercise its option to terminate this Lease, Landlord's consent to the proposed assignment or sublease shall not unreasonably withhold or delay consent to an assignment or sublease, providing that Landlord determines in its reasonable discretion that such sublease or assignment does not lessen Landlord’s security, that the use of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible withheld provided and is sufficiently experienced to operate the business from the Demised Premises successfully and in a manner which shall not detract from the value of the Demised Premises, that the proposed transaction does not present any environmental concerns.upon condition that:

Assignment or Sublease. 17.1 A. Consent by Landlord: Except as specifically provided in Section 18.E below, Tenant shall neither may not voluntarily, nor involuntarily or by operation of law, assign, transfer, mortgage, pledge, hypothecate sell or encumber otherwise transfer all or any part of Tenant’s interest in this Lease or in the Premises, cause or permit any part of the Premises to be sublet, occupied or used by anyone other than Tenant, or permit any person to succeed to any interest therein, and shall not sublet in this Lease or the said Demised Premises or any part thereof, or any right or privilege appurtenant thereto, or allow any other person (all of the employees, agents, servants and invitees of Tenant exceptedforegoing being a “Transfer”) to occupy or use without the said Demised Premises, or any portion thereof, without first obtaining the express written consent of Landlord. A In the event Tenant desires to effectuate a Transfer, Tenant shall deliver to Landlord (i) executed counterparts of any agreement and of all ancillary agreements with the proposed transferee, (ii) current financial statements of the transferee covering the preceding three (3) years if available, (iii) the nature of the proposed transferee’s Exhibit 10.6 business to be carried on in the Premises, (iv) a statement outlining all consideration to be given on account of the Transfer, and (v) a current financial statement of Tenant unless publicly available. Landlord may condition its approval of any Transfer on receipt of a certification from both Tenant and the proposed transferee of all consideration to be paid to Tenant in connection with such Transfer. At Landlord’s request, Tenant shall also provide additional information reasonably required by Landlord to determine whether it will consent to one assignmentthe proposed Transfer. Landlord shall have a fifteen (15) day period following receipt of all the foregoing within which to notify Tenant in writing that Landlord elects to: (i) terminate this Lease as to the portion of the Premises proposed to be transferred (other than with respect to a Permitted Transfer), sublettingif the portion of the Premises proposed for Transfer, occupation together with any portion of the affected floor within the Building then subject to another Transfer, is for more than seventy five percent (75%) (cumulatively, for the proposed Transfer and all other Transfers then in effect with respect to such floor) of the rentable square footage of such floor, or use by any other person the Transfer then under consideration is for more than seventy five percent (75%) of the remaining Lease Term (not taking into account Option Terms which have not yet commenced); (ii) permit Tenant to Transfer such space to the named transferee on the terms and conditions set forth in the notice; or (iii) refuse consent. If Landlord should fail to notify Tenant in writing of such election within the 15-day period described in the immediately prior sentence, Landlord shall not be deemed to be a consent to any subsequent assignment, subletting, occupation or use by another person. Consent to any such assignment or subletting shall in no way relieve Tenant of any liability under this Lease or SunGard Data Systems Inc. under the Conditional Guaranty of Payment have elected option (as hereinafter defined). Any such assignment or subletting without such consent shall be void, and shall, at the option of the Landlord, constitute a default under the terms of this Lease. Landlord shall not be obligated to consider and respond to any request for consent under this paragraph unless such request is in writing, contains a full explanation of the proposal and provides sufficient information about the financial standing and experience of the proposed assignee or subtenant for Landlord to make an informed judgment. Tenant acknowledges that its sole remedy with respect to any assertion that Landlord’s failure to timely consent to any assignment or sublet is unreasonable shall be the remedy of specific performance and Tenant shall have no damage claim or further claim of any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 belowiii) above. In the event of any approved assignment or subleaseLandlord elects option (i) above, all rents or other payments received by Tenant in excess this Lease shall expire with respect to such part of the payments due Premises on the date upon which the proposed Transfer was to commence, and from Tenant such date forward, Base Monthly Rent shall be adjusted based on the proportion that the rentable area of the Premises remaining bears to the total rentable area of the Premises before exercise of Landlord’s election to terminate, and Tenant’s Allocable Share of all other costs and charges shall be adjusted in accordance with Section 9.E based upon the remaining rentable area of the Premises. In the event Landlord pursuant does not elect option (i) above, Landlord’s consent to this Lease may the proposed Transfer shall not be retained by Tenant. On demandunreasonably withheld, any assignee conditioned or subtenant shall make payments directly delayed, provided and upon the condition that: (i) the proposed transferee is engaged in a business that is limited to Landlord without, however, creating a direct Landlord-Tenant relation between them or releasing Tenant the use expressly permitted under this Lease; (ii) the proposed transferee is a company with sufficient financial worth and management ability to undertake the financial obligation of this Lease in the case of an assignment (or in the case of a Transfer of less than all of Tenant’s interest in this Lease or a sublease, the financial obligations under such Transfer) and Landlord has been furnished with reasonable proof thereof; (iii) the proposed transfer agreement, if it is a sublease, conforms to the requirements of Section 18.I below or if it is an assignment, is in a form reasonably satisfactory to Landlord; (iv) the proposed Transfer will not result in there being greater than two (2) subtenants or other occupants (not including employees) within the Premises at any time during the Lease Term; and (v) Tenant reimburses Landlord on demand for all costs that may be incurred by Landlord in connection with said Transfer, including the costs of making investigations as to the acceptability of the proposed transferee and legal costs incurred in connection with the granting or denial of any requested consent, not to exceed Two Thousand Five Hundred Dollars ($2,500) per Transfer request. Landlord Tenant shall not unreasonably hypothecate, mortgage, pledge or otherwise encumber Tenant’s interest in this Lease or the Premises or otherwise use the Lease as a security device in any manner without the consent of Landlord, (all of the foregoing being an “Hypothecation”) which consent Landlord may withhold in its sole and absolute discretion. Tenant shall reimburse Landlord on demand for all costs that may be incurred by Landlord in connection with an Hypothecation, including legal costs incurred in connection with the granting or delay denial of any requested consent, not to exceed Two Thousand Five Hundred Dollars ($2,500) per Hypothecation request. Landlord’s consent to one or more Transfers or Hypothecations shall not operate to waive Tenant’s obligation to obtain Landlord’s consent to other Transfers or Hypothecations nor constitute consent to an assignment or subleaseother Transfer following foreclosure of any permitted lien, providing that Landlord determines mortgage or other encumbrance. If Tenant is a corporation, limited liability company, unincorporated association, partnership or other legal entity, the sale, assignment, cancellation, surrender, exchange, conversion or any other transfer or hypothecation of any stock, membership or other ownership interest in such entity (whether occurring at one time or over a period of time) in the aggregate of more than fifty percent (50%) (determined cumulatively) shall be deemed an assignment of this Lease; in the case of a partnership, any withdrawal or substitution (whether occurring at one time or over a period of time) of any partners owning fifty percent (50%) or more (cumulatively) of the partnership, or the dissolution of the partnership shall be deemed an assignment of this Lease; provided that, subject to Section 18.E below, the foregoing provisions of this sentence shall not apply to a transfer of stock in a corporation whose stock is publicly traded on a public stock exchange if the transfer of stock is not in connection with a transaction or series of transactions which would result in Tenant no longer being publicly traded on a public stock exchange. If Tenant is an entity, any sale of all or substantially all of its reasonable discretion that such sublease assets shall be deemed an assignment of this Lease. Subject to Section 18.E below, if Tenant is a corporation whose stock is not publicly traded on a public stock exchange, any dissolution, merger, consolidation or assignment does not lessen Landlord’s security, reorganization of Tenant shall be deemed a Transfer. Tenant acknowledges and agrees that the use provision of this Section 18 are not unreasonable standards or conditions for purposes of Section 1951.4 of the Demised Premises will remain California Civil Code, as the Permitted Use; that the proposed assignee amended from time to time, under bankruptcy laws, or sublessee is financially responsible and is sufficiently experienced to operate the business from the Demised Premises successfully and in a manner which shall not detract from the value of the Demised Premises, that the proposed transaction does not present for any environmental concernsother purpose.

Assignment or Sublease. 17.1 Tenant Lessee shall neither not, voluntarily, nor by operation of law, or otherwise, assign, transfer, mortgage, pledge, hypothecate or encumber this Lease or any interest therein, and shall not sublet sublease the said Demised Leased Premises or any part thereof, or any right or privilege appurtenant thereto, or allow any person other person (the than Lessee, its employees, agents, servants and invitees of Tenant excepted) invitees, to occupy or use the said Demised Premises, Leased Premises or any portion thereof, without first obtaining the express prior written consent of LandlordLessor, such consent not to be unreasonably withheld, conditioned or delayed, and any attempt to do any of the foregoing without such written consent shall be null and void and shall constitute a default under this Lease. A Lessor's consent to one any assignment or sublease hereunder does not constitute a waiver of its right to consent to any further assignment or sublease. An assignment, sublettingwith or without the express consent of the Lessor, occupation or use by any other person shall not release the Lessee from its obligations pursuant to this Lease. If Lessee desires to assign this Lease or sublet the Leased Premises or any part thereof, Lessee shall give Lessor written notice of such desire at least fifteen (15) days in advance of the date on which Lessee desires to make such assignment or sublease. Lessor shall then have a period of ten (10) days following receipt of such notice within which to notify Lessee in writing that Lessor elects (a) to permit Lessee to assign this Lease or sublet such space (provided, however, if the rent agreed upon between Lessee and sub-lessee is greater than the Monthly Base Rent that Lessee must pay Lessor, fifty percent (50%) of such excess rent (less applicable expenses attributable to sub-leasing the Leased Premises) shall be deemed additional rent owed by Lessee and payable to Lessor in the same manner that Lessee pays the Rent hereunder), or (b) to refuse to consent to Lessee's assignment or subleasing such space and to continue this Lease in full force and effect as to the entire Leased Premises. If Lessor should fail to notify Lessee in writing of such election within the ten (10) day period, Lessor shall be deemed to be a consent have elected option (b) above. In the event (and only in the event) the Lessor consents to an assignment by Lessee pursuant to this Paragraph, Lessee agrees to pay Lessor's actual reasonable attorney's fees associated with Lessor's review and documentation of any subsequent assignment, subletting, occupation requested assignment or use by another person. Consent sublease hereunder regardless of whether Lessor consents to any such assignment or subletting sublease. The acquisition of a controlling interest in the common stock of Lessee by a credit-worthy third- party shall in no way relieve Tenant not require the consent of any liability under this Lease or SunGard Data Systems Inc. under the Conditional Guaranty of Payment (as hereinafter defined)Lessor. Any such assignment or subletting without such consent shall be void, and shall, at the option The acquisition of the Landlord, constitute all or a default under material portion of the terms assets of this Lease. Landlord Lessee by a credit-worthy third-party shall not be obligated to consider and respond to any request for require the consent under this paragraph unless such request is in writingof Lessor, contains a full explanation provided the third-party assumes all the obligations of the proposal and provides sufficient information about the financial standing and experience of the proposed assignee or subtenant for Landlord to make an informed judgment. Tenant acknowledges that its sole remedy with respect to any assertion that Landlord’s failure to timely consent to any assignment or sublet is unreasonable shall be the remedy of specific performance and Tenant shall have no damage claim or further claim of any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 below. In the event of any approved assignment or sublease, all rents or other payments received by Tenant in excess of the payments due from Tenant to Landlord Lessee pursuant to this Lease may and agree to be retained bound by Tenantthe terms and conditions hereof in writing. On demand, any assignee or subtenant shall make payments directly to Landlord without, however, creating A merger of the Lessee with a direct Landlordcredit-Tenant relation between them or releasing Tenant under this Lease. Landlord worthy third-party with the Lessee being the surviving entity shall not unreasonably withhold or delay require the consent of the Lessor. A merger of the Lessee with a credit-worthy third-party with the third-party being the surviving entity shall not require the consent of the Lessor, provided the third-party assumes all the obligations of Lessee pursuant to an this Lease and agree to be bound by the terms and conditions hereof in writing. In addition, the following shall apply to any such consensual assignment or sublease, providing that Landlord determines in its reasonable discretion that such sublease or assignment does not lessen Landlord’s security, that the use of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible and is sufficiently experienced to operate the business from the Demised Premises successfully and in a manner which shall not detract from the value of the Demised Premises, that the proposed transaction does not present any environmental concerns.subletting by Lessee:

Assignment or Sublease. 17.1 Tenant shall neither not voluntarily, nor involuntarily or by operation of law, assign, transfer, mortgage, pledge, hypothecate law assign or encumber this Lease lease, in whole or any interest thereinin part, and shall not or sublet the said Demised Premises whole or any part thereofof the demised premises, or any right or privilege appurtenant thereto, or allow permit any other person (the employees, agents, servants and invitees of Tenant excepted) persons to occupy or use same without the said Demised Premises, or any portion thereof, without first obtaining the prior express written consent of Landlordthe Landlord which consent shall not be unreasonably withheld, references elsewhere in this lease to assignees, subtenants or other persons notwithstanding. A consent to one assignment, Any assignment or subletting, occupation even with the consent of Landlord, shall not relieve Tenant from liability for payment of rent or use other sums herein provided or from the obligation to keep and be bound by the terms, conditions and covenants of this lease. The acceptance of rent from any other person shall not be deemed to be a waiver of any of the provisions of this lease or to be a consent to any subsequent assignmentthe assignment of this lease or subletting of the demised premises. The referenced assignment or sublease provision shall remain in effect should the Tenant renew the Lease. Tenant shall have the right without Landlord's consent to sublet at no profit, subletting, occupation or use by another person. Consent to any such assignment venture owned 50% or subletting shall in no way relieve more by Tenant. If Tenant of is a corporation other than a corporation whose stock is listed on a national stock exchange, then any liability under this Lease or SunGard Data Systems Inc. under the Conditional Guaranty of Payment (as hereinafter defined). Any such assignment or subletting without such consent shall be void, and shall, at the option of the Landlord, constitute a default under the terms transfer of this Leaselease from Tenant by merger, consolidation or liquidation, shall constitute an assignment for the purpose of this lease. Landlord An assignment for the benefit of creditors or by operation of law shall not be obligated effective to consider and respond transfer any rights to any request for the assignee without the prior express written consent under this paragraph unless such request is in writing, contains a full explanation of the proposal Landlord having been obtained. Notwithstanding any provision above to the contrary, before Tenant may assign this lease or sublet said premises, Tenant must first offer to relinquish its lease of said premises, and provides sufficient information about to surrender same, to the financial standing Landlord; and experience Tenant agrees that if Landlord accepts said offer within ten (10) days of receipt thereof, this lease shall terminate and become null and void upon a date designated by Landlord, not less than thirty (30) nor more than sixty(60) days after the date of Landlord's acceptance. Upon such acceptance and termination, all account and interests of the proposed assignee or subtenant for Landlord to make an informed judgment. Tenant acknowledges that its sole remedy with respect to any assertion that Landlord’s failure to timely consent to any assignment or sublet is unreasonable parties shall be settled to the remedy date of specific performance and Tenant termination. Any profits net of reasonable subleasing expenses shall have no damage claim or further claim of any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 below. In the event of any approved assignment or sublease, all rents or other payments received by Tenant in excess of the payments due from Tenant to Landlord pursuant to this Lease may be retained by Tenant. On demand, any assignee or subtenant shall make payments directly to Landlord without, however, creating a direct Landlord-Tenant relation between them or releasing Tenant under this Lease. Landlord shall not unreasonably withhold or delay consent to an assignment or sublease, providing that Landlord determines in its reasonable discretion that such sublease or assignment does not lessen Landlord’s security, that the use of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible and is sufficiently experienced to operate the business from the Demised Premises successfully and in a manner which shall not detract from the value of the Demised Premises, that the proposed transaction does not present any environmental concerns.split 50/50 with

Assignment or Sublease. 17.1 In the event Tenant shall neither voluntarily, nor by operation of law, assign, transfer, mortgage, pledge, hypothecate or encumber desires to assign this Lease or any interest thereintherein including, and shall not without limitation, a pledge, mortgage or other hypothecation, or sublet the said Demised Premises or any part thereof, Tenant shall deliver to Landlord executed counterparts of any such agreement and of all ancillary agreements with the proposed assignee or subtenant, financial statements, and any right additional information as reasonably required to determine whether Landlord will consent to the proposed assignment or privilege appurtenant theretosublease. Landlord shall then have a period of ten (10) days following receipt of such notice within which to notify Tenant in writing that Landlord elects (i) to permit Tenant to assign or sublet such space to the named assignee/subtenant on the terms and conditions set forth in the notice, or allow any other person (the employees, agents, servants and invitees of Tenant exceptedii) to occupy or use the refuse consent. If Landlord should fail to notify Tenant in writing of such election within said Demised Premises10-day period, or any portion thereof, without first obtaining the written consent of Landlord. A consent to one assignment, subletting, occupation or use by any other person Landlord shall not be deemed to be a consent to any subsequent assignment, subletting, occupation have elected option (i) above. Any rent or use other economic consideration realized by another person. Consent to Tenant under any such sublease and assignment in excess of the rent payable hereunder, after the net unamortized cost of the Tenant Extra Improvements for which Tenant has itself paid, and reasonable subletting and assignment costs including brokerage commissions, shall be divided and paid fifty percent (50%) to Landlord and fifty percent (50%) to Tenant. Tenant's obligation to pay over Landlord's portion of the consideration shall constitute an obligation for additional rent hereunder. The above provisions relating to Landlord's right to terminate the Lease and relating to the allocation of bonus rent are independently negotiated terms of the Lease, constitute a material inducement for the Landlord to enter into the Lease, and are agreed as between the parties to be commercially reasonable. No assignment or subletting by Tenant shall in no way relieve Tenant of any liability obligation under this Lease or SunGard Data Systems Inc. under the Conditional Guaranty except for obligations created by any subsequent amendment of Payment (as hereinafter defined)this Lease to which Tenant is not a party. Any such assignment or subletting without such consent which conflicts with the provisions hereof shall be void, . Landlord's consent (which must be in writing and shall, at in form reasonably satisfactory to Landlord and Tenant) to the option of the Landlord, constitute a default under the terms of this Lease. Landlord proposed assignment or sublease shall not be obligated unreasonably withheld or delayed, provided and upon condition that: (i) in Landlord's reasonable judgment, the proposed assignee or subtenant is engaged in such a business, and the Premises, or the relevant part thereof, will be used in such a manner, that is limited to consider and respond to any request for consent the use expressly permitted under this paragraph unless such request Lease; (ii) the proposed assignee or subtenant is a reputable company with sufficient financial worth and management ability to undertake the responsibility involved, and Landlord has been furnished with reasonable proof thereof; (iii) the proposed assignment or sublease shall be in writingform reasonably satisfactory to Landlord; (iv) Tenant shall reimburse Landlord on demand for any costs that may be incurred by Landlord in connection with said assignment or sublease, contains a full explanation including the costs of making investigations as to the proposal and provides sufficient information about the financial standing and experience acceptability of the proposed assignee or subtenant and legal costs incurred in connection with the granting of any requested consent not to exceed $1500 per request for assignment or sublease; and (v) Tenant shall not have advertised or publicized in any way the availability of the Premises without prior notice to Landlord. Any assignment or transfer shall be made only if and shall not be effective until the assignee shall execute, acknowledge and deliver to Landlord an agreement, in form and substance satisfactory to make an informed judgmentLandlord, whereby the assignee shall assume all of the obligations of this Lease on the part of Tenant to be performed or observed following the date of the assignment and shall be subject to all of the covenants, agreements, terms, provisions and conditions contained in this Lease. Notwithstanding any such sublease or assignment and the acceptance of rent or additional rent by Landlord from any subtenant or assignee, Tenant acknowledges that its sole remedy shall and will remain fully liable for the payment of the rent and additional rent due, and to become due hereunder, for the performance of all of the covenants, agreements, terms, provisions and conditions contained in this Lease on the part of Tenant to be performed except with respect to obligations of Tenant created by subsequent amendments of this Lease to which Tenant is not a party, and for all acts and omissions of any assertion licensee, subtenant, assignee or any other person claiming under or through any subtenant that Landlord’s failure shall be in violation of any of the obligations of this Lease, and any such violation shall be deemed to timely consent to be a violation by Tenant. Tenant shall further indemnify, defend and hold Landlord harmless from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorney fees) resulting from any claims by any real estate brokers or other persons claiming a commission or similar compensation in connection with the proposed assignment or sublet is unreasonable shall be the remedy of specific performance and Tenant shall have no damage claim or further claim of any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 belowsublease. In the event of Tenant's default, Tenant hereby assigns all rents due from any approved assignment or sublease, all rents or other payments received by Tenant in excess of the payments due from Tenant subletting to Landlord pursuant to as security for performance of its obligations under this Lease and Landlord may be retained by collect such rents as Tenant's Attorney-in-Fact, except that Tenant may collect such rents unless a default occurs as described in paragraph 22 above and Tenant has failed to cure such default within ten (10) days following notice of such default from Landlord. On demandThe termination of this Lease due to Tenant's default shall not automatically terminate any assignment or sublease then in existence. At the election of Landlord, any the assignee or subtenant shall make payments directly attorn to Landlord without, however, creating a direct Landlord-Tenant relation between them or releasing and Landlord shall undertake the obligations of the Tenant under this Lease. the sublease or assignment; provided the Landlord shall not unreasonably withhold be liable for prepaid rent, security deposits or delay consent to an assignment or sublease, providing that Landlord determines in its reasonable discretion that such sublease or assignment does not lessen Landlord’s security, that the use other defaults of the Demised Premises will remain as Tenant to the Permitted Use; that the proposed assignee subtenant or sublessee is financially responsible and is sufficiently experienced to operate the business from the Demised Premises successfully and in a manner which shall not detract from the value of the Demised Premises, that the proposed transaction does not present any environmental concernsassignee.

Assignment or Sublease. 17.1 Tenant Lessor shall neither voluntarily, nor by operation of law, have the right to transfer and assign, transferin whole or in part, mortgage, pledge, hypothecate or encumber this Lease or any interest therein, its rights and shall not sublet obligations in the said Demised Premises or any part thereof, or any right or privilege appurtenant thereto, or allow any other person (Building and property that are the employees, agents, servants and invitees of Tenant excepted) to occupy or use the said Demised Premises, or any portion thereof, without first obtaining the written consent of Landlord. A consent to one assignment, subletting, occupation or use by any other person shall not be deemed to be a consent to any subsequent assignment, subletting, occupation or use by another person. Consent to any such assignment or subletting shall in no way relieve Tenant of any liability under this Lease or SunGard Data Systems Inc. under the Conditional Guaranty of Payment (as hereinafter defined). Any such assignment or subletting without such consent shall be void, and shall, at the option of the Landlord, constitute a default under the terms subject of this Lease. Landlord Lessee shall not be obligated to consider and respond to assign this lease or sublet all or any part of the Leased Premises without the prior written consent of Lessor.* Lessor shall have the option, upon receipt from Lessee of written request for Lessor's consent under to subletting or assignment, to cancel this paragraph unless such request is in writing, contains a full explanation Lease as of the proposal and provides sufficient information about date the financial standing and experience of the proposed assignee requested subletting or subtenant for Landlord assignment is to make an informed judgmentbe effective. Tenant acknowledges that its sole remedy with respect to any assertion that Landlord’s failure to timely consent to any assignment or sublet is unreasonable The option shall be exercised, if at all, within fifteen (15) days following Lessor's receipt of written notice by delivery to Lessee of written notice of Lessor's intention to exercise the remedy of specific performance and Tenant shall have no damage claim or further claim of any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 belowoption. In the event of any approved assignment or subletting, Lessee shall nevertheless at all times remain fully responsible and liable for the payment of the rent and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. Upon the occurrence of an "event of default" as defined below, if all or any part of the Leased Premises are then assigned or sublet, Lessor, in addition to any other remedies provided by this Lease or provided by law, may, at its option, collect directly from the assignee or subtenant all rents becoming due to Lessee by reason of the assignment or sublease, and Lessor shall have a security interest in all rents or other payments received properties on the Leased Premises to secure payment of such sums. Any collection directly by Tenant in excess of lessor from the payments due from Tenant to Landlord pursuant to this Lease may be retained by Tenant. On demand, any assignee or subtenant shall make payments directly not be construed to Landlord without, however, creating constitute a direct Landlord-Tenant relation between them novation or releasing Tenant a release of Lessee from the further performance of its obligations under this Lease. Landlord .* Such consent shall not be unreasonably withhold or delay consent to an assignment or sublease, providing that Landlord determines in its reasonable discretion that such sublease or assignment does not lessen Landlord’s security, that the use of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible and is sufficiently experienced to operate the business from the Demised Premises successfully and in a manner which shall not detract from the value of the Demised Premises, that the proposed transaction does not present any environmental concernswithheld.

Assignment or Sublease. 17.1 A. Consent by Landlord: Except for the AOL Sublease and Hewlett Packard Sublease or as specifically provided in this Section 17, Tenant shall neither voluntarily, nor by operation of law, may not assign, transfersublet, mortgagehypothecate, pledgeor allow a third party to use the Premises without the express written consent of Landlord, hypothecate which consent shall not be unreasonably withheld or encumber delayed. In the event Tenant desires to assign this Lease or any interest therein, and shall not herein or sublet the said Demised Premises or any part thereof, or Tenant shall deliver to Landlord (i) executed counterparts of any right or privilege appurtenant theretoagreement and of all ancillary agreements with the proposed assignee/subtenant, or allow any other person (ii) current financial statements of the employeestransferee covering the preceding three years, agents, servants and invitees (iii) the nature of Tenant excepted) the proposed transferee's business to occupy or use be carried on in the said Demised Premises, (iv) a statement outlining all consideration to be given on account of the Transfer, and (v) a current financial statement of Tenant. Landlord may condition its approval of any Transfer on receipt of a certification from both Tenant and the proposed transferee of all consideration to be paid to Tenant in connection with such Transfer. At Landlord's request, Tenant shall also provide additional information reasonably required by Landlord to determine whether it will consent to the proposed assignment or sublease. Landlord shall have a eight (8) business-day period following receipt of all the foregoing within which to notify Tenant in writing that Landlord elects to: (i) terminate this Lease in the event the proposed sublease or assignment is for substantially all of space in the Premises (provided, however, that Landlord shall not have the right to terminate on any portion thereofsublease or assignment expiring, without first obtaining including any options in favor of sublessee/assignee, more than three (3) years prior to the Lease Expiration Date, including any options under this Lease which have been exercised by Tenant); (ii) permit Tenant to assign or sublet such space to the named assignee/subtenant on the terms and conditions set forth in the notice; or (iii) refuse consent. If Landlord should fail to notify Tenant in writing of such election within the 8-business day period, Landlord shall be deemed to have elected option (ii) above. In the event Landlord elects option (i) above, this Lease shall expire with respect to such part of the Premises on the date upon which the proposed sublease or transfer was to commence, and from such date forward, Base Monthly Rent and all other costs and charges shall be adjusted based upon the proportion that the rentable area of the Premises remaining bears to the total rentable area of the Buildings. In the event Landlord elects option (ii) above, Landlord's written consent of Landlord. A consent to one assignment, subletting, occupation the proposed assignment or use by any other person sublease shall not be deemed unreasonably withheld, provided and upon the condition that: (i) the proposed assignee or subtenant is engaged in a business that is limited to be a consent to any subsequent assignment, subletting, occupation or the use by another person. Consent to any such expressly permitted under this Lease; (ii) the proposed assignment or subletting shall sublease is in no way relieve form reasonably satisfactory to Landlord; (iii) the proposed sublease will not result in there being more than two (2) subtenants within the Premises at any time during the Lease Term; (iv) Tenant of reimburses Landlord on demand for any liability under this Lease or SunGard Data Systems Inc. under the Conditional Guaranty of Payment (as hereinafter defined). Any such reasonable costs that may be incurred by Landlord in connection with said assignment or subletting without such consent shall be voidsublease, and shall, at including the option costs of making investigations as to the Landlord, constitute a default under the terms of this Lease. Landlord shall not be obligated to consider and respond to any request for consent under this paragraph unless such request is in writing, contains a full explanation of the proposal and provides sufficient information about the financial standing and experience acceptability of the proposed assignee or subtenant for Landlord and legal costs (not to make an informed judgment. Tenant acknowledges that its sole remedy exceed $2,000.00 per occurance) incurred in connection with respect to the granting of any assertion that Landlord’s failure to timely consent to any assignment or sublet is unreasonable shall be the remedy of specific performance requested consent; and (v) Tenant shall not have no damage claim advertised or further claim publicized in any way the availability of any nature or cause of action against Landlord as a result of the Premises without prior notice to Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 below. In the event of all or any approved assignment or sublease, all rents or other payments received by Tenant in excess one of the payments due from Tenant to Landlord pursuant to this Lease may be retained by Tenant. On demandforegoing conditions are not satisfied, any assignee or subtenant shall make payments directly to Landlord without, however, creating a direct Landlord-Tenant relation between them or releasing Tenant under this Lease. Landlord shall not unreasonably withhold or delay consent be considered to an assignment or sublease, providing that Landlord determines in have acted reasonably if it withholds its reasonable discretion that such sublease or assignment does not lessen Landlord’s security, that the use of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible and is sufficiently experienced to operate the business from the Demised Premises successfully and in a manner which shall not detract from the value of the Demised Premises, that the proposed transaction does not present any environmental concernsconsent.

Assignment or Sublease. 17.1 Tenant shall neither voluntarily, nor by operation of law, not assign, transfer, mortgage, pledgeencumber or otherwise transfer this Lease or sublet the whole or any part of the Premises without in each case first obtaining Landlord's prior written consent. Such consent shall not be unreasonably withheld or delayed and shall be considered given if not denied in writing with 10 business days of Tenant's request. Notwithstanding the foregoing, hypothecate landlord may withhold its consent if in Landlord's judgment occupancy by any proposed assignee, subtenant or encumber other transferee: (i) is not consistent with the maintenance and operation of a first-class office building due to the nature of the proposed occupant's business or the manner of conducting its BUSINESS OR ITS EXPERIENCE or reputation in the community, or (ii) is likely to cause disturbance to the normal use and occupancy of the Building, (2) Landlord may withhold in its absolute and sole discretion, consent to any mortgage, hypothecation, pledge or other encumbrance of any interest in this Lease or the Premises by Tenant or any subtenant, whereby this Lease or any interest thereintherein becomes collateral for any obligation of Tenant; and (3) Landlord may withhold its consent to the extent Landlord determines necessary to comply with a restriction on use of the Premises, and shall not sublet the said Demised Premises Building or the Land contained in any part thereoflease, mortgage, or other recorded agreement or instrument by which the landlord is bound or to which any right or privilege appurtenant thereto, or allow any other person (the employees, agents, servants and invitees of Tenant excepted) to occupy or use the said Demised Premises, or any portion thereof, without first obtaining the written consent of Landlordsuch property is subject. A consent to one No such assignment, subletting, occupation subletting or use by any other person transfer shall not be deemed to be a consent to any subsequent assignment, subletting, occupation or use by another person. Consent to any such assignment or subletting shall in no way relieve Tenant of any liability under this Lease or SunGard Data Systems Inc. under the Conditional Guaranty of Payment (as hereinafter defined)Lease. Any subleasing profits, after deducting Tenant's reasonable costs of subletting, shall be the property of Landlord, Consent to any such assignment assignment, subletting or shall not operate as a waiver of the necessity for consent to any subsequent assignment, subletting without or transfer. In lieu of granting any such consent shall be void, and shall, at for subleasing or assignment for the option balance of the LandlordLease term, constitute for a default under full floor, Landlord reserves the right to terminate this Lease or, in the case of a subletting of less than all the Premises, to terminate this Lease with respect to such portion of the Premises, as of the proposed effective date of such subletting or assignment, in which event Landlord may enter into the relationship of landlord and tenant with such proposed assignee or subtenant based upon the Rent and other compensation and terms agreed to by such subtenant or assignee and otherwise upon the terms and conditions of this Lease. Landlord shall not be obligated to consider and respond to any In connection with each request for consent under this paragraph unless such request is in writing, contains a full explanation of the proposal and provides sufficient information about the financial standing and experience of the proposed assignee or subtenant for Landlord to make an informed judgment. Tenant acknowledges that its sole remedy with respect to any assertion that Landlord’s failure to timely consent to any assignment or sublet is unreasonable shall be the remedy of specific performance and Tenant shall have no damage claim or further claim of any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 below. In the event of any approved assignment or sublease, all rents or other payments received by Tenant in excess of the payments due from Tenant to Landlord pursuant to this Lease may be retained by Tenant. On demand, any assignee or subtenant shall make payments directly to Landlord without, however, creating a direct Landlord-Tenant relation between them or releasing Tenant under this Lease. Landlord shall not unreasonably withhold or delay consent to an assignment or subleasesubletting, providing that Tenant shall pay $300.00 for the cost of processing such assignment or subletting, including attorneys fees, upon demand of Landlord. Tenant shall provide Landlord determines in its reasonable discretion that such sublease or assignment does not lessen Landlord’s securitywith copieS of all assignments, that the use of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible subleases and is sufficiently experienced to operate the business from the Demised Premises successfully and in a manner which shall not detract from the value of the Demised Premises, that the proposed transaction does not present any environmental concernsassumption instruments.

Assignment or Sublease. 17.1 Tenant shall neither voluntarily, nor by operation of law, not assign, transfer, mortgage, pledge, hypothecate mortgage or encumber this Lease or any interest therein, and shall not nor sublet the said Demised Premises whole or any part thereof, or any right or privilege appurtenant thereto, or allow any other person (of the employees, agents, servants and invitees of Tenant excepted) to occupy or use the said Demised Premises, or any portion thereof, Premises without in each case first obtaining the Landlord’s written consent of Landlord. A consent to one assignmentconsent, sublettingwhich shall not be unreasonably withheld or delayed, occupation or use by any other person provided however it shall not be deemed unreasonable for Landlord to withhold its consent if (i) the business, proposed use, reputation or financial condition of the proposed assignee or subtenant is not satisfactory to Landlord in the exercise of its reasonable judgment, or (ii) the proposed rental under a sublease is for less than the then asking Rent in the Building unless such sublease is to an affiliate of Tenant, or the Building is then 95% occupied. Any of the foregoing acts without such consent of Landlord shall be void and shall, at the option of Landlord, constitute a default that entitles Landlord to terminate this Lease. Should Landlord grant such consent to no such assignment or subletting shall relieve Tenant of any subsequent assignment, subletting, occupation or use by another personliability under this Lease. Consent to any such assignment or subletting shall in no way relieve Tenant not operate as a waiver of the necessity for consent to any liability under this Lease or SunGard Data Systems Inc. under the Conditional Guaranty of Payment (as hereinafter defined). Any such subsequent assignment or subletting without subletting, and the terms of such consent shall be voidbinding upon any person holding by, under or through Tenant. In addition to and shall, at the option not in limitation of the Landlord, constitute a default under foregoing in the terms of this Lease. event Landlord shall not be obligated to consider and respond to any request for consent under this paragraph unless such request is in writing, contains a full explanation of the proposal and provides sufficient information about the financial standing and experience of the proposed assignee or subtenant for Landlord to make an informed judgment. grants Tenant acknowledges that its sole remedy with respect to any assertion that Landlord’s failure to timely consent to any assignment sublease all or sublet is unreasonable shall be the remedy of specific performance and Tenant shall have no damage claim or further claim of any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 below. In the event of any approved assignment or sublease, all rents or other payments received by Tenant in excess of the payments due from Tenant to Landlord pursuant to this Lease may be retained by Tenant. On demand, any assignee or subtenant shall make payments directly to Landlord without, however, creating a direct Landlord-Tenant relation between them or releasing Tenant under this Lease. Landlord shall not unreasonably withhold or delay consent to an assignment or sublease, providing that Landlord determines in its reasonable discretion that such sublease or assignment does not lessen Landlord’s security, that the use of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible and is sufficiently experienced to operate the business from the Demised Premises successfully and in a manner which shall not detract from the value portion of the Demised Premises, that the proposed transaction does terms of such lease shall not present permit rental or other payments for such use or occupancy to be based in whole or in part on the net income or profit derived by any environmental concernsperson from the premises subleased, used or occupied.

Assignment or Sublease. 17.1 Tenant shall neither voluntarilynot assign the Lease or sublet the Premises or any part thereof without the prior written consent of Landlord, nor which consent shall not be unreasonably withheld. Any attempted assignment or sublease by operation Tenant in violation of law, assign, transfer, mortgage, pledge, hypothecate or encumber the terms and conditions of this paragraph shall be void and of no effect. If Tenant desires to assign this Lease or any interest therein, and shall not sublet the said Demised Premises or any part thereof, or any right or privilege appurtenant thereto, or allow any other person Tenant shall deliver to Landlord written notice thereof (the employees, agents, servants and invitees of Tenant excepted) to occupy or use the said Demised Premises, or any portion thereof, without first obtaining the written consent of Landlord. A consent to one assignment, subletting, occupation or use by any other person shall not be deemed to be a consent to any subsequent assignment, subletting, occupation or use by another person. Consent to any such assignment or subletting shall in no way relieve Tenant of any liability under this Lease or SunGard Data Systems Inc. under the Conditional Guaranty of Payment (as hereinafter defined). Any such assignment or subletting without such consent shall be void, and shall, at the option of the Landlord, constitute a default under together with all the terms of this Lease. Landlord shall not be obligated to consider and respond to any request for consent under this paragraph unless such request is in writing, contains a full explanation of the proposal and provides sufficient information about the financial standing and experience of the proposed assignee or subtenant for Landlord to make an informed judgment. Tenant acknowledges that its sole remedy with respect to any assertion that Landlord’s failure to timely consent to any assignment or sublet is unreasonable shall be the remedy of specific performance and Tenant shall have no damage claim or further claim of any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 below. In the event of any approved assignment or sublease, all rents or other payments received by Tenant in excess the identity of the payments due from proposed transferee and sufficient financial information regarding the proposed transferee to permit Landlord to evaluate the creditworthiness thereof) at least 30 days in advance of the date on which Tenant desires to Landlord pursuant to this Lease may be retained by Tenant. On demand, any assignee make such assignment or subtenant shall make payments directly to Landlord without, however, creating a direct Landlord-Tenant relation between them or releasing Tenant under this Leasesublease. Landlord shall not unreasonably withhold have 7 days following receipt of such notice and information within which to notify Tenant in writing that Landlord elects to (i) permit Tenant to assign this Lease or delay sublet such space; (ii) refuse to consent to an such assignment or subleasesublease and to continue this Lease in full force and effect as to the entire Premises, providing that Landlord determines in its reasonable discretion that such sublease or assignment does not lessen Landlord’s security(iii) terminate this Lease, that the use if Tenant desires to sublet all of the Demised Premises will remain or terminate this Lease only as the Permitted Use; that to the proposed assignee or sublessee is financially responsible and is sufficiently experienced to operate the business from the Demised Premises successfully and in a manner which shall not detract from the value of the Demised Premisessubleased space, that if the proposed transaction does not present any environmental concernssubleased space is less than the entire Premises. If Landlord fails to notify Tenant of its election within such 7 day period, Landlord shall be deemed to have elected option (ii) above.