Common use of Landlord’s Consent Required Clause in Contracts

Landlord’s Consent Required. Subject to the remaining provisions of this Article 11, but notwithstanding anything to the contrary contained elsewhere in this Lease, Tenant shall not assign, transfer or encumber any interest in this Lease (either absolutely or collaterally) or sublease or allow any third party to use any portion of the Premises (collectively or individually, a “Transfer”) without the prior written consent of Landlord, which consent shall not be unreasonably withheld. Without limitation, Tenant agrees that Landlord’s consent shall not be considered unreasonably withheld if: (1) the proposed transferee’s financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee is a governmental organization or present occupant of the Property, or Landlord is otherwise engaged in lease negotiations with the proposed transferee for other premises in the Property; (3) any uncured event of default exists under this Lease (or a condition exists which, with the passage of time or giving of notice, would become an event of default); (4) any portion of the Building or Premises would likely become subject to additional or different Laws as a consequence of the proposed Transfer; (5) the proposed transferee’s use of the Premises conflicts with the Permitted Use or any exclusive usage rights granted to any other tenant in the Building; (6) the use, nature, business, activities or reputation in the business community of the proposed transferee (or its principals, employees or invitees) does not meet Landlord’s standards for Building tenants; (7) either the Transfer or any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any of its Affiliates. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Any attempted Transfer in violation of this Article is voidable at Landlord’s option.

Landlord’s Consent Required. Subject to the remaining provisions of this Article 11, but notwithstanding anything to the contrary contained elsewhere Except as provided in this LeaseSection 11.02, Tenant shall not voluntarily or by operation of law assign, transfer, mortgage, sublet, license or otherwise transfer or encumber all or any part of Tenant’s interest in this Lease (either absolutely or collaterally) or sublease or allow any third party to use any portion of in the Premises or any part thereof (collectively or individuallyeach, a “Transfer”) ), without the Landlord’s prior written consent of Landlordconsent; provided, which consent however, Landlord shall not unreasonably withhold its consent to an assignment of this Lease or a subletting of all or a portion of the Premises, and if Landlord has not provided Tenant its written consent within thirty (30) days of written notice from Tenant of any proposed Transfer, Landlord will be unreasonably withhelddeemed to have disapproved such Transfer. Without limitationlimiting the foregoing, the parties acknowledge that each of the following shall be reasonable factors for Landlord to consider when deciding to withhold its consent from or approve to any proposed Transfer: (i) whether, in Landlord’s opinion, the finances, credit, and business track record and capabilities of the proposed transferee are satisfactory, but taking into consideration the terms of Section 11.03 below, and (ii) whether the Transfer is to an existing or potential Tenant agrees that of Landlord or any Landlord Party, and (iii) whether the transferee has agreed to make, at its sole cost and expense, any improvements required by law or otherwise necessary for its occupancy, as determined by Landlord in its reasonable discretion. Any attempted Transfer without Landlord’s consent shall not be considered unreasonably withheld if: (1) the proposed transferee’s financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee is void, and shall constitute a governmental organization or present occupant breach of the Property, or Landlord is otherwise engaged in lease negotiations with the proposed transferee for other premises in the Property; (3) any uncured event of default exists under this Lease (or a condition exists which, with the passage of time or giving of notice, would become an event of default); (4) any portion of the Building or Premises would likely become subject to additional or different Laws as a consequence of the proposed Transfer; (5) the proposed transferee’s use of the Premises conflicts with the Permitted Use or any exclusive usage rights granted to any other tenant in the Building; (6) the use, nature, business, activities or reputation in the business community of the proposed transferee (or its principals, employees or invitees) does not meet Landlord’s standards for Building tenants; (7) either the Transfer or any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any of its AffiliatesLease. Tenant shall not be entitled to receive monetary damages based reimburse Landlord upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Any attempted Transfer in violation of this Article is voidable at demand for Landlord’s optionreasonable costs and expenses (including reasonable out-of-pocket attorneys’ fees, architect fees and engineering fees) involved in reviewing any request for consent whether or not such consent is granted.

Landlord’s Consent Required. Subject to the remaining provisions of this Article 11, but notwithstanding anything to the contrary contained elsewhere Except as otherwise provided in this LeaseXxxxxxxxx 00, Tenant Xxxxxx shall not directly or indirectly, voluntarily or by operation of law, sell, assign, encumber, pledge or otherwise transfer or encumber hypothecate all or any interest in this Lease part of the Premises or Tenant’s leasehold estate hereunder (either absolutely collectively, “Assignment”), or collaterally) permit the Premises to be occupied by anyone other than Tenant or sublet the Premises or any portion thereof (the foregoing, including without limitation any license or use agreement, any sub-sublease or allow subsequent subletting by any third party to use subtenant, sub-subtenant or other occupant of any portion of the Premises (collectively or individuallyPremises, a and similar occupancy rights, collectively, “TransferSublease”) ), without the Landlord’s prior written consent of Landlordin each instance, which consent shall not be unreasonably withheld, conditioned or delayed. Without limitationotherwise limiting the criteria upon which Landlord may withhold its consent to any proposed Sublease or Assignment, Tenant agrees that Landlord’s withholding of consent shall not be considered unreasonably withheld ifpresumptively reasonable where either: (1i) the creditworthiness of the proposed sublessee or assignee is not acceptable to Landlord, in Landlord’s reasonable discretion, or to any Mortgagee; or (ii) the proposed transfereesublessee’s financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee is a governmental organization or present occupant of the Property, or Landlord is otherwise engaged in lease negotiations with the proposed transferee for other premises in the Property; (3) any uncured event of default exists under this Lease (or a condition exists which, with the passage of time or giving of notice, would become an event of default); (4) any portion of the Building or Premises would likely become subject to additional or different Laws as a consequence of the proposed Transfer; (5) the proposed transfereeassignee’s use of the Premises conflicts is not in compliance with the Permitted Use or any exclusive usage rights granted to any other tenant as described in the BuildingBasic Lease Information or may violate or create a potential violation of Laws or third party agreements (including leases) affecting the Project, or will involve the storage, use or disposal of Hazardous Substances other than as expressly allowed by this Lease; or (iii) if at the time of Tenant’s request for consent the Landlord either has available space for lease in the Project or anticipates that there will be available space in the Project within the subsequent six (6) months, and if the useproposed subtenant or assignee is a then-existing tenant or occupant of the Project, nature, business, activities or reputation is a prospective tenant with whom Landlord is dealing with regard to leasing space in the business community Project or with whom Landlord has had any dealings within the past six months with regard to leasing space in the Project, or is an affiliate of any such tenant, occupant or prospective tenant; (iv) if the proposed transferee (form of Sublease or its principals, employees or invitees) Assignment does not meet Landlord’s standards for Building tenants; (7) either include the Transfer provisions expressly required to be included in any Sublease or any consideration payable Assignment pursuant to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliatesthis Paragraph 10; or (8) v) if such Assignment or Sublease is not consented to by the proposed transferee is or has been involved in litigation with Landlord Ground Lessor or any Mortgagee, to the extent such consent is required. Notwithstanding any contrary provision of its Affiliates. law, including California Civil Code Section 1995.310, Tenant shall not be entitled have no right, and Tenant hereby waives and relinquishes any right, to receive monetary damages based upon a claim that cancel or terminate this Lease in the event Landlord is determined to have unreasonably withheld or delayed its consent to a proposed Transfer Transfer. If Landlord consents to the Sublease or Assignment, Tenant may thereafter enter into a valid Sublease or Assignment upon the terms and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Any attempted Transfer conditions set forth in violation of this Article is voidable at Landlord’s optionParagraph 10.

Landlord’s Consent Required. Subject to the remaining provisions of this Article 11, but notwithstanding anything to the contrary contained elsewhere Except as otherwise provided in this LeaseParaxxxxx 0, Tenant shall Xxxxxx xxxll not directly or indirectly, voluntarily or by operation of law, sell, assign, encumber, pledge or otherwise transfer or encumber hypothecate all or any interest in this Lease part of the Premises or Tenant's leasehold estate hereunder (either absolutely collectively, "Assignment"), or collaterally) permit the Premises to be occupied by anyone other than Tenant or sublet the Premises or any portion thereof (the foregoing, including without limitation any license or use agreement, any sub-sublease or allow subsequent subletting by any third party to use subtenant, sub-subtenant or other occupant of any portion of the Premises (collectively or individuallyPremises, a “Transfer”) and similar occupancy rights, collectively, "Sublease"), without the Landlord's prior written consent of Landlordin each instance, which consent shall not be unreasonably withheld. Without limitationotherwise limiting the criteria upon which Landlord may withhold its consent to any proposed Sublease or Assignment, Tenant agrees that if Landlord withholds its consent where either (i) the creditworthiness of the proposed Sublessee or Assignee is not acceptable to Landlord’s consent shall not be considered unreasonably withheld if: , in Landlord's reasonable discretion, or to any Mortgagee, or (1ii) the proposed transferee’s financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee is a governmental organization Sublessee's or present occupant of the Property, or Landlord is otherwise engaged in lease negotiations with the proposed transferee for other premises in the Property; (3) any uncured event of default exists under this Lease (or a condition exists which, with the passage of time or giving of notice, would become an event of default); (4) any portion of the Building or Premises would likely become subject to additional or different Laws as a consequence of the proposed Transfer; (5) the proposed transferee’s Assignee's use of the Premises conflicts is not in compliance with the Permitted Use or any exclusive usage rights granted to any other tenant as described in the Building; (6) the useBasic Lease Information, nature, business, activities or reputation in the business community such withholding of the proposed transferee (or its principals, employees or invitees) does not meet Landlord’s standards for Building tenants; (7) either the Transfer or any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any of its Affiliates. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer and Tenant’s sole remedy shall be an action presumptively reasonable. If Landlord consents to enforce any such provision through specific performance the Sublease or declaratory judgment. Any attempted Transfer Assignment, Tenant may thereafter enter into a valid Sublease or Assignment upon the terms and conditions set forth in violation of this Article is voidable at Landlord’s optionParagraph 9.

Landlord’s Consent Required. Subject to the remaining provisions of this Article 11, but notwithstanding anything to the contrary contained elsewhere in this Lease, Tenant shall not voluntarily or by operation of law assign, transfer, hypothecate, mortgage, sublet, or otherwise transfer or encumber all or any part of Tenant’s interest in this Lease (either absolutely or collaterally) or sublease or allow any third party to use any portion of in the Premises (hereinafter collectively or individually, a “Transfer”) ), without the Landlord’s prior written consent of Landlordconsent, which consent shall not be unreasonably withheld. Without limitation, Tenant agrees that Landlord shall respond to Tenant’s written request for consent hereunder within fifteen (15) days after Landlord’s receipt of the written request from Tenant. Any attempted Transfer without such consent shall be void and shall constitute a default and breach of this Lease. Tenant’s written request for Landlord’s consent shall include, and Landlord’s within fifteen (15) day response period referred to above shall not commence, unless and until Landlord has received from Tenant, all of the following information: (a) financial statements for the proposed assignee or subtenant prepared in accordance with accounting principles consistently applied for the lesser of (i) the past three (3) years or (ii) the time period the assignee or subtenant has been in existence, (b) a detailed description of the business the assignee or subtenant intends to operate at the Premises, (c) the proposed effective date of the assignment or sublease, (d) a copy of the proposed sublease or assignment agreement which includes all of the terms and conditions of the proposed assignment or sublease, (e) a detailed description of any ownership or commercial relationship between Tenant and the proposed assignee or subtenant and (f) a detailed description of any Alterations the proposed assignee or subtenant desires to make to the Premises. Notwithstanding anything to the contrary contained in this Lease, an assignment or subletting of all or a portion of the Premises: (x) to a corporation or other business entity (“Successor Entity”) into or with which Tenant shall be merged or consolidated, or to which substantially all of the assets of Tenant may be transferred, and provided that the successor corporation shall assume in writing all of the obligations and liabilities of Tenant under this Lease; or (y) to a corporation or other business entity (herein sometimes referred to as a “Related Entity”) which shall control, be controlled by or be under common control with Tenant (any such assignee or sublessee described in items (x) and (y) of this Section 12.1 hereinafter referred to as a “Permitted Transferee”), shall not be considered unreasonably withheld if: a Transfer, provided that (1i) Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such transfer or transferee as set forth above, (ii) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, it being understood that such Transferee shall thereafter become liable under this Lease, on a joint and several basis, with Tenant, (iii) any Permitted Transferee shall be of a character and reputation consistent with the proposed transfereequality of the Building, (iv) in the case of an assignment, such Successor Entity or Related Entity, as applicable, together with the original Tenant, shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (excluding goodwill as an asset) at least equal to that of original Tenant as of the date of this Lease, and, in Landlord’s reasonable judgment, is otherwise equally able as Tenant to meet the Tenant’s financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee is a governmental organization or present occupant of the Property, or Landlord is otherwise engaged in lease negotiations with the proposed transferee for other premises in the Property; (3) any uncured event of default exists obligations under this Lease as and when they are due and payable, and (or a condition exists which, with the passage of time or giving of notice, would become an event of default); (4v) any portion lender of Landlord’s which is required to give consent to the transfer does so. “Control,” as used in this Section 12.1, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the Building voting securities of, or Premises would likely become subject to additional or different Laws as a consequence possession of the proposed Transfer; right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (551%) the proposed transferee’s use of the Premises conflicts with the Permitted Use voting interest in, any person or any exclusive usage rights granted to any other tenant in the Building; (6) the use, nature, business, activities or reputation in the business community of the proposed transferee (or its principals, employees or invitees) does not meet Landlord’s standards for Building tenants; (7) either the Transfer or any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any of its Affiliates. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Any attempted Transfer in violation of this Article is voidable at Landlord’s optionentity.

Landlord’s Consent Required. Subject to the remaining provisions of this Article 11, but notwithstanding anything to the contrary contained elsewhere Except as provided in this LeaseSection 11.02, Tenant shall not voluntarily or by operation of law assign, transfer, mortgage, sublet, license or otherwise transfer or encumber any interest in this Lease (either absolutely or collaterally) or sublease or allow any third party to use any portion of the Premises (collectively or individuallycollectively, a “Transfer”) all or any part of Tenant’s interest in this Lease or in the Premises or any part thereof to another party (a “Transferee”), without Landlord’s prior written consent; provided, however, Landlord shall not unreasonably withhold, condition (including, but not limited to CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. requesting an increase in the Letter of Credit or additional security for this Lease) or delay its consent to an assignment of this Lease or a subletting of all or a portion of the Premises. Notwithstanding the preceding sentence, any proposed Transfer that would require a Recognition Agreement or agreement of similar import to Landlord and Landlord’s Lender (defined in Section 15.01 below), Landlord’s consent may be conditioned upon an increase in the Letter of Credit or additional security for this Lease. Tenant’s notice to Landlord requesting consent to an assignment or subletting must comply with Section 11.05 below and contain the following inscription in bold-faced type: “FIRST NOTICE DELIVERED PURSUANT TO ARTICLE 11 OF LEASE – FAILURE TO RESPOND MAY RESULT IN DEEMED APPROVAL OF ASSIGNMENT OR SUBLEASE.” Landlord shall respond in writing to Tenant’s written request for consent hereunder within fifteen (15) business days and any attempted assignment, transfer, mortgage, encumbrance, subletting or licensing without obtaining Landlord’s prior written consent shall be void, and shall constitute a breach of this Lease. If Landlord fails to respond to Tenant’s request for consent to any proposed assignment or subletting, Tenant may send a second (2nd) notice to Landlord, which consent shall not be unreasonably withheld. Without limitation, Tenant agrees that notice must contain the following inscription in bold-faced type: “SECOND NOTICE DELIVERED PURSUANT TO ARTICLE 11 OF LEASE - FAILURE TO TIMELY RESPOND WITHIN TEN (10) BUSINESS DAYS SHALL RESULT IN DEEMED APPROVAL OF ASSIGNMENT OR SUBLEASE.” If Landlord fails to deliver notice of Landlord’s consent shall not be considered unreasonably withheld if: (1) to, or the withholding of Landlord’s consent, to the proposed transferee’s financial condition does not meet assignment or sublease within such ten (10) business day period, Landlord shall be deemed to have approved the criteria assignment or sublease in question. If Landlord uses at any time timely delivers notice to select Building tenants having similar leasehold obligations; (2) the proposed transferee is a governmental organization or present occupant Tenant of the Property, or Landlord is otherwise engaged in lease negotiations with the proposed transferee for other premises in the Property; (3) any uncured event of default exists under this Lease (or a condition exists which, with the passage of time or giving of notice, would become an event of default); (4) any portion of the Building or Premises would likely become subject to additional or different Laws as a consequence of the proposed Transfer; (5) the proposed transferee’s use of the Premises conflicts with the Permitted Use or any exclusive usage rights granted to any other tenant in the Building; (6) the use, nature, business, activities or reputation in the business community of the proposed transferee (or its principals, employees or invitees) does not meet Landlord’s standards for Building tenants; (7) either the Transfer or any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any withholding of its Affiliates. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer assignment or sublease, Landlord shall specify in reasonable detail in such notice the basis for such withholding of consent. Tenant shall reimburse Landlord upon demand for Landlord’s reasonable costs and Tenant’s sole remedy expenses (including attorneys’ fees, architect fees and engineering fees) incurred by Landlord involved in reviewing any request for consent whether or not such consent is granted; provided, however, that the maximum aggregate amount of attorneys’ fees which Tenant may be obligated to pay in connection with any Tenant request for consent shall be an action $5,000 for each such request, unless the request includes a proposed recognition agreement for the subtenant. Notwithstanding anything herein to enforce the contrary, Tenant hereby agrees that Tenant shall initially occupy a minimum of one hundred twenty thousand (120,000) square feet of Rentable Area in the Building. Without limitation as to other reasonable grounds for withholding consent, the parties hereby agree that it shall be reasonable under this Lease and under any such provision through specific performance Applicable Law for Landlord to withhold consent to any proposed Transfer where one or declaratory judgment. Any attempted Transfer in violation more of this Article is voidable at Landlord’s option.the following apply:

Landlord’s Consent Required. Subject to the remaining provisions of this Article 11, but notwithstanding anything to the contrary contained elsewhere in this Lease, Tenant shall not voluntarily or by operation of law assign, transfer license, franchise, transfer, mortgage, hypothecate, or otherwise encumber (collectively "Transfer") all or any part of this Lease or any interest in this Lease therein, and shall not sublet, franchise, change ownership or license (either absolutely also included as a "Transfer") all or collaterally) or sublease or allow any third party to use any portion part of the Premises (collectively or individuallyPremises, a “Transfer”) without first obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld. Without limitation, Tenant agrees that Landlord’s consent shall not be considered unreasonably withheld if: (1) the proposed transferee’s financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee is a governmental organization or present occupant of the Property, or Landlord is otherwise engaged in lease negotiations with the proposed transferee for other premises in the Property; (3) any uncured event of default exists under this Lease (or a condition exists which, with the passage of time or giving of notice, would become an event of default); (4) any portion of the Building or Premises would likely become subject to additional or different Laws as a consequence of the proposed Transfer; (5) the proposed transferee’s use of the Premises conflicts with the Permitted Use or any exclusive usage rights granted to any other tenant in the Building; (6) the use, nature, business, activities or reputation in the business community of the proposed transferee (or its principals, employees or invitees) does not meet Landlord’s standards for Building tenants; (7) either the Transfer or any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any of its Affiliates. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Any attempted Transfer without such consent being first had and obtained shall be wholly void and shall confer no rights upon any third parties. Without in violation any way limiting Landlord's right to refuse to give such consent for any other reason or reasons, Landlord hereby reserves the right to refuse to give such consent if in Landlord's sole discretion (i) the quality of the business operation conducted on the Premises is or may in any way be adversely affected during the Term of the Lease by such proposed Transfer, (ii) the financial net worth of a proposed new tenant is less than that of Tenant, or (iii) the proposed new tenant is a governmental agency or instrumentality thereof. Furthermore, Landlord hereby reserves the right to condition Landlord's consent to any Transfer upon Landlord's receipt from Tenant of a written agreement, in form and substance acceptable to Landlord, pursuant to which Tenant shall pay over to Landlord all rent or other consideration received by Tenant from any such subtenant or assignee, either initially or over the term of the assignment or sublease, in excess of the Rents called for hereunder, or, in case of the sublease of a portion of the Premises, in excess of such rent fairly allocable to such portion, after appropriate adjustments to assure that all other payments called for hereunder are taken into account (the "Transfer Premium"). Consent by Landlord to any Transfer of the Premises or any interest therein shall not be a waiver of Landlord's rights under this Article is voidable at Landlord’s optionSection 7.1 as to any subsequent Transfer.

Landlord’s Consent Required. Subject to the remaining provisions of this Article 11, but notwithstanding anything to the contrary contained elsewhere in this Lease, 14.1.1 Tenant shall not voluntarily, or by operation of law, assign, transfer, mortgage, sublet or otherwise transfer or encumber all or any part of Tenant’s interest in this Lease (either absolutely or collaterally) or sublease or allow any third party to use any portion of in the Premises (collectively or individually, a “Transfer”) without the Landlord’s prior written consent of Landlordconsent, which consent shall not be unreasonably withheld, conditioned or delayed. Without limitationAny attempted assignment, transfer, mortgage, encumbrance or subletting without such consent shall be void and shall constitute a breach of the Lease. Any transfer of Tenant’s interest in this Lease or in the Premises from Tenant agrees by merger, consolidation or liquidation, or by any subsequent change in the ownership of fifty percent (50%) or more of the capital stock of Tenant shall be deemed to be an assignment within the meaning of this Section 14; provided that Landlord’s consent shall not be considered unreasonably withheld if: (1) required if Tenant provides Landlord with reasonably satisfactory evidence that the proposed transfereetransferee of Tenant’s financial condition does not meet interest in this Lease or in the criteria Landlord uses Premises as the result of any such merger, consolidation or liquidation, or change in the ownership of a controlling interest in Tenant’s capital stock, has a net worth equal to select Building tenants having similar leasehold obligations; (2) the proposed transferee is a governmental organization or present occupant greater than Tenant’s net worth as of the PropertyLease Date. It is further understood and agreed that a transfer of Tenant’s capital stock as the result of open market transactions conducted through a recognized publically traded stock exchange (including, or Landlord is otherwise engaged in lease negotiations with the proposed transferee for other premises in the Property; (3without limitation, as part of an initial public offering) any uncured event shall not be deemed to be an assignment of default exists under this Lease within the meaning of this Section 14. Notwithstanding the foregoing, Landlord’s prior written consent to Tenant’s sublease of less than twenty-five percent (or 25%) of the rentable area of the Premises (on a condition exists which, with cumulative basis) shall not be required; provided that Tenant shall be required to give Landlord written notice of the passage name and contact information of time or giving any and all subtenants prior to their occupancy of notice, would become an event of default); (4) any portion of the Building or Premises would likely become subject to additional or different Laws as a consequence of the proposed Transfer; (5) the proposed transferee’s use of the Premises conflicts with the Permitted Use or any exclusive usage rights granted to any other tenant in the Building; (6) the use, nature, business, activities or reputation in the business community of the proposed transferee (or its principals, employees or invitees) does not meet Landlord’s standards for Building tenants; (7) either the Transfer or any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any of its Affiliates. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Any attempted Transfer in violation of this Article is voidable at Landlord’s optionPremises.

Landlord’s Consent Required. Subject to (a) Tenant shall not voluntarily or by operation of law assign, transfer, mortgage or otherwise transfer or encumber (collectively, “assign”) all or any part of Tenant’s interest in this Lease or in the remaining Premises without Landlord’s prior written consent, which consent will not unreasonably be withheld provided that (i) Tenant has complied with the provisions of this Article 11, but notwithstanding subparagraph and Landlord has declined to exercise its rights thereunder; (ii) the proposed assignee is engaged in a business in the Premises which will be used in a manner which is in keeping with the then standards of the Building Complex and does not conflict with any exclusive use rights granted to any other tenant; (iii) the proposed assignee has reasonable financial worth in light of the responsibilities involved and Tenant shall have provided Landlord with reasonable evidence thereof; (iv) there is no Event of Default hereunder at the time Tenant makes its request for such consent; (v) the proposed assignee is not a governmental or quasi-governmental agency; or (vi) the proposed assignee is not a tenant under or is not currently negotiating a lease with Landlord in any building owned by Landlord in the Denver metropolitan area (including in the Building Complex). Notwithstanding anything contained in Section 13 to the contrary contained elsewhere contrary, in the event Tenant requests Landlord’s consent to assign its interest in this Lease, Landlord shall have the right to (x) consent to such assignment in its reasonable discretion as described in the preceding sentences; (y) refuse to grant such consent in Landlord’s reasonable discretion based upon the criteria described above; or (z) refuse to grant such consent and terminate this Lease as to the portion of the Premises with respect to which such consent was requested; provided, however, if Landlord refuses to grant such consent and elects to terminate the Lease as to such portion of the Premises, Tenant shall have the right within fifteen (15) days after Landlord’s exercise of its right to terminate to withdraw Tenant’s request for such consent and remain in possession of the Premises under the terms and conditions hereof. In the event the Lease is terminated as set forth herein, such termination shall be effective as of the date set forth in a written notice from Landlord to Tenant, which date shall in no event be more than thirty (30) days following such notice. If Landlord exercises its right to recapture any or all of the Premises pursuant to this Section 13.1(a), in no event shall Tenant be entitled to any proceeds derived from or relating to (directly or indirectly) any assignment of this Lease, or any sublease or sub-sublease by Landlord of any or all of the Premises. Tenant hereby agrees that in the event it desires to assign this Lease to any party, in whole or in part, Tenant shall notify Landlord not assignless than thirty (30) days prior to the date Tenant desires to assign this Lease (“Tenant’s Notice”). Tenant’s Notice shall set forth a description of the Premises to be assigned and the terms and conditions on which Tenant desires to assign this Lease. Landlord shall have thirty (30) days following receipt of Tenant’s Notice to exercise Landlord’s rights pursuant to (x), transfer or encumber (y) and (z) above. If Landlord consents to such assignment, and if for any reason Tenant is unable to assign the applicable portion of its interest in this Lease on the terms and conditions contained in Tenant’s Notice within one hundred and twenty (either absolutely or collaterally120) or sublease or allow any third party days following its original notice to use any portion of the Premises (collectively or individually, a “Transfer”) without the prior written consent of Landlord, which consent shall not be unreasonably withheld. Without limitation, Tenant agrees that to reoffer the Premises to Landlord in accordance with the provisions hereof prior to assigning the same to any third party. Notwithstanding the foregoing, Landlord’s consent shall not be considered unreasonably withheld if: (1) required for an assignment to an assignee who meets all of the following conditions as reasonably determined by Landlord and established under generally accepted accounting principles consistently applied at the time of the proposed transferee’s financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligationsassignment (“Permitted Assignee”). The Permitted Assignee shall (i) have a tangible net worth of $150 million or more; (2ii) have on hand at the time of the proposed transferee assignment cash and cash equivalents of $20.6 million or more; (iii) have total debt of less than 15.6% of total assets; (iv) have a profit margin of 3.1% or greater; (v) have a return on assets of 2.6% or higher, and, (vi) if the Permitted Assignee is a governmental organization rated by S&P or present occupant Xxxxx’x, the long term debt rating must be investment grade. If the Permitted Assignee satisfies each of the Propertyforegoing criteria and executes an express assumption of liability hereunder, or Landlord is otherwise engaged in lease negotiations with the proposed transferee for other premises in the Property; (3) Tenant shall be released from any uncured event of default exists liability under this Lease (or a condition exists which, with arising after the passage effective date of time or giving of notice, would become an event of default); (4) any portion of the Building or Premises would likely become subject to additional or different Laws as a consequence of the proposed Transfer; (5) the proposed transferee’s use of the Premises conflicts with the Permitted Use or any exclusive usage rights granted to any such assignment. All other tenant in the Building; (6) the use, nature, business, activities or reputation in the business community of the proposed transferee (or its principals, employees or invitees) does not meet assignments shall require Landlord’s standards for Building tenants; (7) either the Transfer or any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any of its Affiliates. Tenant written consent, which shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance withheld, conditioned, or declaratory judgment. Any attempted Transfer delayed (as specified in violation of this Article is voidable at Landlord’s optionSection 13.1).

Landlord’s Consent Required. Subject to the remaining provisions of this Article 11, but notwithstanding anything to the contrary contained elsewhere in this Lease, (a) Tenant shall not voluntarily or by operation of law assign, pledge, hypothecate, mortgage, sublet, or otherwise transfer or encumber all or any part of Tenant’s interest in this Lease (either absolutely or collaterally) or sublease or allow any third party to use any portion of in the Premises (collectively or individually, any of the foregoing hereinafter may be referred to as a “Transfer”) ), or permit any Transfer to occur, without the Landlord’s prior written consent in each case. A “Transfer” requiring Landlord’s consent hereunder shall include, without limitation, the use or occupancy of the Premises or any part thereof by any party other than Tenant, and the granting of concessions, licenses and the like with respect to the Premises or any part thereof. Provided that Tenant’s request for consent reflects in prominent typeface that Landlord is required to respond within such period, Landlord shall respond to Tenant’s written request for consent hereunder within ten (10) business days after Landlord, which ’s receipt of the written request from Tenant. Any attempted Transfer without such consent shall not be unreasonably withheldvoid and shall constitute an Event of Default under this Lease. Without limitation, Tenant agrees that Tenant’s written request for Landlord’s consent shall include, and Landlord’s ten (10) business day response period referred to above shall not commence, unless and until Landlord has received from Tenant, all of the following information: (a) financial statements for the proposed assignee or subtenant (b) a detailed description of the business the assignee or subtenant intends to operate at the Premises, (c) the proposed effective date of the assignment or sublease, (d) a copy of the proposed sublease or assignment agreement which includes all of the material terms and conditions of the proposed assignment or sublease, (e) a reasonably detailed description of any ownership or commercial relationship between Tenant and the proposed assignee or subtenant; and (f) a description of any Alterations the proposed assignee or subtenant desires to make to the Premises. If the obligations of the proposed assignee or subtenant will be guaranteed by any person or entity, Tenant’s written request shall not be considered unreasonably withheld if: complete until the information described in (1a) the proposed transferee’s financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee is a governmental organization or present occupant of the Property, or Landlord is otherwise engaged in lease negotiations with the proposed transferee for other premises in the Property; (3) any uncured event of default exists under this Lease (or a condition exists which, with the passage of time or giving of notice, would become an event of default); (4) any portion of the Building or Premises would likely become subject to additional or different Laws as a consequence of the proposed Transfer; (5) the proposed transferee’s use of the Premises conflicts with the Permitted Use or any exclusive usage rights granted to any other tenant in the Building; (6) the use, nature, business, activities or reputation in the business community of the proposed transferee (or its principals, employees or invitees) does not meet Landlord’s standards for Building tenants; (7) either the Transfer or any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is or previous sentence has been involved in litigation provided with Landlord or any of its Affiliates. Tenant shall not be entitled respect to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a each proposed Transfer and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Any attempted Transfer in violation of this Article is voidable at Landlord’s optionguarantor.

Landlord’s Consent Required. Subject (a) Except for a Permitted Transfer, with respect to the remaining provisions of this Article 11, but notwithstanding anything to the contrary contained elsewhere in this Leasewhich Landlord’s consent is not required, Tenant shall not assign, transfer, mortgage or otherwise transfer or encumber (collectively, “assign”) or sublet all or any part of Tenant’s interest in this Lease (either absolutely or collaterally) or sublease or allow any third party to use any portion of in the Premises (collectively or individually, a “Transfer”) without the Landlord’s prior written consent of Landlord, (which consent shall not be unreasonably withheld). Without limitationTenant shall deliver to Landlord written notice (a “First Transfer Notice”) of any proposed assignment, Tenant agrees subletting or other transfer (other than a Permitted Transfer), and Landlord shall respond to any First Transfer Notice within twenty (20) days after Tenant’s delivery thereof; provided that Landlord’s consent failure to respond to any First Transfer Notice shall not be considered unreasonably withheld ifdeemed to be Landlord’s consent to any assignment, subletting or other transfer. If Landlord fails to respond to the First Transfer Notice within the 20-day period set forth above, Tenant may send Landlord a second written notice, which notice must include, in boldface, capitalized type, the following statement: “YOUR FAILURE TO RESPOND TO THIS REQUEST WITHIN TEN (10) DAYS WILL CONSTITUTE YOUR DEEMED CONSENT TO THE ASSIGNMENT, SUBLETTING OR OTHER TRANSFER DESCRIBED HEREIN” (a “Second Transfer Notice”). Landlord’s failure to respond to a Second Transfer Notice within ten (10) days after Tenant’s delivery thereof shall be deemed to be Landlord’s consent to the assignment, subletting or other transfer described in such Second Transfer Notice. Relevant criteria in determining the granting or withholding of Landlord’s consent include, but are not limited to, credit history of a proposed assignee or sublessee, references from prior landlords, any change or intensification of use of the Premises or the Common Areas and any limitations imposed by the Internal Revenue Code and the Regulations promulgated thereunder relating to Real Estate Investment Trusts. Except for a Permitted Transfer, unless otherwise expressly agreed to by Landlord in writing, an assignment or subletting by Tenant shall not release Tenant from its obligations hereunder. Tenant shall not (1) sublet or assign or enter into other arrangements such that the proposed transferee’s financial condition does not meet amounts to be paid by the criteria Landlord uses to select Building tenants having similar leasehold obligationssublessee or assignee thereunder would be based, in whole or in part on the income or profits derived by the business activities of the sublessee or assignee; (2ii) sublet the proposed transferee is a governmental organization Premises or present occupant assign this Lease to any person in which Landlord owns an interest, directly or indirectly (by applying the constructive ownership rules set forth in Section 856(d)(5) of the Property, Internal Revenue Code (the “Code”); or Landlord is otherwise engaged in lease negotiations with (iii) sublet the proposed transferee for other premises in the Property; (3) any uncured event of default exists under Premises or assign this Lease (or a condition exists which, with the passage of time or giving of notice, would become an event of default); (4) in any other manner which could cause any portion of the Building amounts received by Landlord pursuant to this Lease or Premises would likely become subject any sublease to additional or different Laws fail to qualify as a consequence “rents from real property” within the meaning of Section 856(d) of the proposed Transfer; (5Code, or which could cause any other income received by Landlord to fail to qualify as income described in Section 856(c)(2) the proposed transferee’s use of the Premises conflicts with the Permitted Use or any exclusive usage rights granted Code. The requirements of this Paragraph 13.1 shall apply to any other tenant in the Building; (6) the use, nature, business, activities or reputation in the business community of the proposed transferee (or its principals, employees or invitees) does not meet Landlord’s standards for Building tenants; (7) either the Transfer or further subleasing by any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any of its Affiliates. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Any attempted Transfer in violation of this Article is voidable at Landlord’s optionsubtenant.

Landlord’s Consent Required. Subject to the remaining provisions of this Article 11, but notwithstanding anything to the contrary contained elsewhere Except as set forth in this LeaseArticle, Tenant shall not assignassign this Lease, transfer or encumber Sublease the Premises or any interest in this Lease (either absolutely portion thereof, or collaterally) advertise the Premises for assignment or sublease Sublease, or allow any third party to use permit the occupancy of all or any portion of the Premises or the use of any portion of the Initial Tenant Work by any person other than Tenant, or assign or otherwise transfer or permit the assignment or transfer of any ownership interest (direct or indirect) in Tenant which effects a change of control of Tenant (whether in one transaction or in a series of related transactions), including transfer by mortgage, pledge or other encumbrance (whether of all or any portion of Tenant’s interest under this Lease, or of any such ownership interest (direct or indirect) in Tenant (each of the foregoing actions are collectively or individually, referred to as a “Transfer”) ), without obtaining, on each occasion, the prior written consent of Landlord, which consent shall not be unreasonably withheld. Without limitation, conditioned or delayed, provided that Tenant agrees complies with the provisions of this Article; provided, however, that Landlord’s consent Tenant shall not be considered unreasonably withheld if: (1) the proposed transferee’s financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee is mortgage, pledge, grant a governmental organization or present occupant of the Propertysecurity interest in, or Landlord is otherwise engaged in lease negotiations with the proposed transferee for other premises in the Property; (3) any uncured event of default exists under this Lease (encumber all or a condition exists which, with the passage of time or giving of notice, would become an event of default); (4) any portion of the Building Initial Tenant Work or Premises would likely become subject any equipment, machinery, trade fixture or other property paid for in whole or in part by any portion of Landlord’s Allowance without obtaining the prior written consent of Landlord in each instance, which consent may be withheld by Landlord in its sole and absolute discretion. Notwithstanding the foregoing, Tenant shall have the right to additional (x) obtain financing from institutional or different Laws as individual investors (including venture capital funding and corporate partners) which regularly invest in private biotechnology companies, provided that such transaction is not a consequence subterfuge to avoid the restrictions on Transfer otherwise set forth in this Article 12, (y) undergo a public offering, or (z) if Tenant is a public company, transfer shares of Tenant effected through any recognized exchange or through the “over the counter” market, any of which results in a change in control of Tenant without such change of control constituting an assignment under this Article 12 requiring Landlord consent, provided that (A) Tenant notifies Landlord in writing of the proposed Transfer; financing at least five (5) Business Days prior to the proposed transferee’s closing of the financing, (B) in no event shall such financing result in a change in the use of the Premises conflicts with from the Permitted Use or use contemplated by Tenant at the commencement of the Term, and (C) any exclusive usage rights granted such financing shall be subject to any other tenant the proviso set forth in the Building; (6) the useimmediately preceding sentence. An assignee, naturesubtenant, businesslicensee, activities or reputation in the business community of the proposed transferee (or its principals, employees or invitees) does not meet Landlord’s standards other occupant is referred to herein as a “Transferee”. It shall be reasonable for Building tenants; (7) either the Transfer or any consideration payable Landlord to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any of its Affiliates. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its withhold consent to a proposed Transfer (other than a Related Party Transfer) if, by way of illustration and not in limitation, the proposed Transferee of a Transfer other than a Sublease does not have a net worth equal to or in excess of that of Tenant at the Date of Lease or immediately prior to the proposed Transfer, whichever is greater (or, in the case of a proposed Sublease, the proposed Transferee thereunder does not have the financial resources (including liquid assets) sufficient to timely perform its obligations under the proposed Sublease), or if the use proposed to be made of the Premises (or the applicable portion thereof) by the proposed Transferee is not a Permitted Use hereunder; provided, however, that, subject to the limitations on Transfers set forth in this Lease, the Premises may be used for Non-Life Science Uses following an assignment of this Lease or (with respect to the applicable portion of the Premises, a Sublease ), so long as such assignment or Sublease (i) is to an entity not affiliated with Tenant; (ii) is for a valid business purpose; and (iii) is not a subterfuge to avoid the restrictions on use set forth in Section 9.01 above. A “Transfer” shall include any transfer of Tenant’s sole remedy interest in this Lease by operation of law, any “Related Party Transfer” (as defined below), and the grant of permission or license by Tenant to any other person or entity to use or occupy any portion of the Premises for any period of time or for any purpose whatsoever. Any Transfer shall be an action subject to enforce this Lease, all of the provisions of which shall be conditions to such Transfer and be binding on any Transferee. No Transferee shall have any right further to Transfer its interest in the Premises, and nothing herein shall impose any obligation on Landlord with respect to a further Transfer. Without limiting Landlord’s right to withhold its consent to any Transfer by Tenant, and regardless of whether Landlord shall have consented to any such provision through specific performance Transfer, neither Tenant nor any other person or declaratory judgmententity having an interest in the possession, use or occupancy of the Premises or any part thereof shall enter into any lease, Sublease, assignment or other Transfer or agreement for possession, use or occupancy of all or any portion of the Premises which provides for rent or other payment for such use, occupancy or utilization based, in whole or in part, on the net income or profits derived by any person or entity from the space so leased, used or occupied, and any such purported lease, Sublease, assignment or other Transfer or agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use or occupancy of all or any part of the Premises. Any attempted There shall be no deduction from the rent payable under any Sublease or other Transfer nor from the amount thereof passed on to any person or entity, for any expenses or costs related in violation any way to the subleasing or Transfer of this Article is voidable at Landlord’s optionsuch space.

Landlord’s Consent Required. Subject The purpose of this Lease is to transfer possession of the Premises to Tenant for Tenant's personal use and Tenant has not entered into this Lease for the purpose of obtaining the right to convey the leasehold to others. The ability of Tenant to assign or sublet the Premises is subsidiary and incidental to the remaining provisions underlying purpose of this Article 11Lease. Tenant will not, but notwithstanding anything to the contrary contained elsewhere in this Leaseeither voluntarily or by operation of law, Tenant shall not assign, transfer transfer, mortgage, pledge, hypothecate or encumber this Lease or any interest in this Lease (either absolutely herein, and will not sublet the Premises or collaterally) any part thereof or sublease any right or privilege appurtenant thereto, or allow any third party other person (the employees, agents, servants and invitees of Tenant excepted) to occupy or use the Premises or any portion of the Premises (collectively or individuallythereof, a “Transfer”) without the prior written consent of Landlord, which consent shall will not be unreasonably withheld. Without limitationProvided Tenant has received Landlord's consent herein, Tenant agrees that throughout the term of this Lease not to sublease to more than four (4) tenants total. Any cumulative transfer of more than thirty percent (30%) of the voting stock will be deemed to be an assignment by Tenant of this Lease which requires the prior written notice to Landlord provided the controlling entity has a consolidated net worth equal to or greater than Tenant's. If notice is given to Landlord’s , then the controlling entity shall submit to Landlord for its approval all reasonably required financial documentation to support the financial qualifications. Any transfer or subletting attempted or concluded without Landlord's prior written consent will be void and will constitute a default under this Lease. Consent by Landlord to any transfer (including, but not limited to, an assignment or subletting), shall be limited to the particular transfer approved by Landlord and shall not be considered unreasonably withheld if: (1) the proposed transferee’s financial condition does not meet the criteria Landlord uses deemed to select Building tenants having similar leasehold obligations; (2) the proposed transferee is a governmental organization or present occupant of the Property, or Landlord is otherwise engaged in lease negotiations with the proposed transferee for other premises in the Property; (3) any uncured event of default exists under this Lease (or a condition exists which, with the passage of time or giving of notice, would become an event of default); (4) any portion of the Building or Premises would likely become subject to additional or different Laws as a consequence of the proposed Transfer; (5) the proposed transferee’s use of the Premises conflicts with the Permitted Use or any exclusive usage rights granted be Landlord's consent to any other tenant in the Building; (6) the use, nature, business, activities or reputation in the business community of the proposed transferee (or its principals, employees or invitees) does not meet Landlord’s standards for Building tenants; (7) either the Transfer or any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any of its Affiliatessubsequent transfer. Tenant acknowledges Landlord shall not have no obligation to sublessees and Tenant agrees to be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer responsible for such parties' compliance with all rules, regulations, and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgmentother covenants. Any attempted Transfer in violation of this Article is voidable at Landlord’s option.Initials /s/ EJC -------- Initials --------

Landlord’s Consent Required. Subject to the remaining provisions of this Article 11, but notwithstanding anything to the contrary contained elsewhere Except as provided in this LeaseSection 3.8.8, Tenant shall not assignnot, transfer or encumber any interest in this Lease (either absolutely or collaterally) or sublease or allow any third party to use any portion of the Premises (collectively or individually, a “Transfer”) without the prior written consent of Landlord: (i) assign, convey, mortgage or otherwise transfer this Lease or any interest hereunder, or sublease the Premises, or any part thereof, whether voluntarily or by operation of law; or (ii) permit the use of the Premises or any part thereof by any person other than Tenant and its employees. Any such transfer, sublease or use described in the preceding sentence (herein referred to as a “Transfer”, which consent term shall not be unreasonably withheld. Without limitation, include any reassignment of Lease after any initial assignment of this Lease by the original Tenant agrees that Landlord’s consent shall not be considered unreasonably withheld if: (1) the proposed transferee’s financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee is a governmental organization or present occupant of the Propertynamed herein, or Landlord is otherwise engaged in lease negotiations any subsequent reassignment and any assignment of any sublease with the proposed transferee for other premises in the Property; (3) any uncured event of default exists under this Lease (respect to all or a condition exists which, with the passage of time or giving of notice, would become an event of default); (4) any portion of the Building or Premises would likely become subject to additional or different Laws as a consequence and any sub-subleasing of the proposed Transfer; (5) the proposed transferee’s use any portion of the Premises conflicts with previously subleased) occurring without the Permitted Use or any exclusive usage rights granted prior written consent of Landlord shall be void and of no effect. Landlord’s consent to any Transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future Transfer. Landlord’s consent to any Transfer or acceptance of rent from any party other tenant in the Building; (6) the usethan Tenant shall not release Tenant from any covenant or obligation under this Lease. Landlord may require as a condition to its consent to any assignment of this Lease, nature, business, activities or reputation in the business community to any subletting of the proposed transferee (Premises, that the assignee or its principals, employees or invitees) does not meet Landlord’s standards for Building tenants; (7) either the Transfer or any consideration payable sublessee execute an instrument in form and substance satisfactory to Landlord in connection therewith adversely affects which such assignee or sublessee assumes the real estate investment trust qualification tests applicable to Landlord obligations of Tenant hereunder. For the purposes of this paragraph, the transfer or its Affiliates; disposition (whether direct or indirect) of fifty percent (8) 50%) or more of the proposed transferee is capital stock of Tenant, or has been involved in litigation with Landlord the merger, consolidation or any reorganization of its Affiliates. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer and such Tenant’s sole remedy , shall be an action to enforce any such provision through specific performance or declaratory judgment. Any attempted Transfer in violation of this Article is voidable at Landlord’s optionconsidered a Transfer.

Landlord’s Consent Required. Subject to the remaining provisions of this Article 11, but notwithstanding anything to the contrary contained elsewhere Except as set forth in this LeaseArticle, Tenant shall not assigndirectly or indirectly assign this Lease, transfer or encumber sublet or license the Premises or any interest in this Lease (either absolutely portion thereof, or collaterally) advertise the Premises for assignment or sublease subletting or allow any third party to use permit the occupancy of all or any portion of the Premises by any person other than Tenant (each of the foregoing actions are collectively or individually, referred to as a “Transfer”) without obtaining, on each occasion, the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed provided that Tenant complies with the provisions of this Article. Without A Transfer shall include, without limitation, any transfer of Tenant’s interest in this Lease by operation of law, merger or consolidation of Tenant agrees that into any other firm or corporation, and the transfer or sale of a controlling interest in Tenant, whether by sale of its capital stock or otherwise or any sale of all or a substantial part of Tenant’s assets. Any Transfer shall be subject to this Lease, all of the provisions of which shall be conditions to such Transfer and be binding on any transferee. No transferee shall have any right further to transfer its interest in the Premises except in accordance with this Article 13. The foregoing restrictions shall be binding on any assignee or sublessee to which Landlord has consented, provided, notwithstanding anything else contained in this Lease, Landlord’s consent to any further assignment, subleasing or any sub-subleasing by any approved assignee or sublessee may be granted or withheld by Landlord in accordance with this Article 13. If Tenant does Transfer with (or without) Landlord’s consent, any option or other right that Tenant may have relating to the Premises, including any right to extend the Term or lease other premises, shall not automatically be considered unreasonably withheld if: (1) the proposed transferee’s financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee is a governmental organization or present occupant of the Property, or Landlord is otherwise engaged in lease negotiations with the proposed transferee for other premises terminated except in the Property; (3) any uncured event case of default exists under this Lease (or a condition exists which, with the passage of time or giving of notice, would become an event of default); (4) any portion of the Building or Premises would likely become subject to additional or different Laws as a consequence of the proposed Related Party Transfer; (5) the proposed transferee’s use of the Premises conflicts with the Permitted Use or any exclusive usage rights granted to any other tenant in the Building; (6) the use, nature, business, activities or reputation in the business community of the proposed transferee (or its principals, employees or invitees) does not meet Landlord’s standards for Building tenants; (7) either the Transfer or any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any of its Affiliates. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Any attempted Transfer in violation of this Article is voidable at Landlord’s option.

Landlord’s Consent Required. Subject to the remaining provisions of this Article 11Except (i) for Related Party Transfers, but notwithstanding anything to the contrary contained elsewhere and (ii) as set forth in this LeaseArticle, Tenant shall not assigndirectly or indirectly assign this Lease, transfer or encumber sublet or license the Premises or any interest in this Lease (either absolutely portion thereof, or collaterally) advertise the Premises for assignment or sublease subletting, or allow any third party to use permit the occupancy of all or any portion of the Premises or the use of any portion of the Initial Tenant Work by any person other than Tenant, including transfer by mortgage, pledge or other encumbrance (whether of all or any portion of Tenant’s interest under this Lease, or any ownership interest (direct or indirect) in Tenant, or any portion of the Initial Tenant Work or any equipment, machinery, trade fixture or other property paid for in whole or in part by any portion of Landlord’s Allowance) each of the foregoing actions are collectively or individually, referred to as a “Transfer”) ), nor advertise the availability of or market the Premises for a Transfer in whole or in part, without obtaining, on each occasion, the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, provided that Tenant complies with the provisions of this Article. Without limitationAn assignee, Tenant agrees that Landlord’s consent shall not be considered unreasonably withheld if: (1) the proposed transferee’s financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee is a governmental organization or present occupant of the Propertysubtenant, licensee, or Landlord other occupant is otherwise engaged in lease negotiations with the proposed transferee for other premises in the Property; (3) any uncured event of default exists under this Lease (or a condition exists which, with the passage of time or giving of notice, would become an event of default); (4) any portion of the Building or Premises would likely become subject referred to additional or different Laws herein as a consequence of the proposed Transfer; (5) the proposed transferee’s use of the Premises conflicts with the Permitted Use or any exclusive usage rights granted “Transferee”. It shall be reasonable for Landlord to any other tenant in the Building; (6) the use, nature, business, activities or reputation in the business community of the proposed transferee (or its principals, employees or invitees) does not meet Landlord’s standards for Building tenants; (7) either the Transfer or any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any of its Affiliates. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its withhold consent to a proposed Transfer and (other than a Related Party Transfer) if the proposed Transferee does not have a net worth equal to or in excess of that of Tenant at the Date of Lease or immediately prior to the proposed Transfer, whichever is greater, or if the use proposed to be made of the Premises (or the applicable portion thereof) by the proposed Transferee is not a Permitted Use hereunder. A “Transfer” shall include any transfer of Tenant’s sole remedy interest in this Lease by operation of law, the transfer or sale of a controlling interest in Tenant (whether direct or indirect, and whether in one transaction or in a series of related transactions), any “Related Party Transfer” (as defined below), and the grant of permission or license by Tenant to any other person or entity to use or occupy any portion of the Premises for any period of time or for any purpose whatsoever. Any Transfer shall be an action subject to enforce this Lease, all of the provisions of which shall be conditions to such Transfer and be binding on any such provision through specific performance or declaratory judgmentTransferee. Any attempted No Transferee shall have any right further to Transfer its interest in violation the Premises, and nothing herein shall impose any obligation on Landlord with respect to a further Transfer. For purposes of this Article Lease, the term “Transfer” shall not include any mortgage, pledge or other encumbrance on or of any equipment, machinery, trade fixture or other property owned or used by Tenant which is voidable at not paid for in whole or in part by any portion of Landlord’s optionAllowance.

Landlord’s Consent Required. Subject to the remaining provisions of this Article 11, but notwithstanding anything to the contrary contained elsewhere in this Lease, Tenant shall not assign, transfer assign this Lease or encumber any interest therein, or sublet or license or permit the use or occupancy of the Premises or any part thereof by or for the benefit of anyone other than Tenant, or in any other manner transfer all or any part of Tenant’s interest under this Lease (either absolutely or collaterally) or sublease or allow any third party to use any portion of the Premises (collectively or individually, each and all a “Transfer”) ), without the prior written consent of Landlord, which consent (subject to the other provisions of this Section 14) shall not be unreasonably withheld, conditioned or delayed. Without limitation, If Tenant agrees that Landlord’s consent shall not be considered unreasonably withheld if: (1) the proposed transferee’s financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee is a governmental organization business entity, any direct or present occupant indirect transfer of fifty percent (50%) or more of the Property, ownership interest of the entity (whether in a single transaction or Landlord is otherwise engaged in lease negotiations with the proposed transferee for other premises in the Property; aggregate through more than one transaction) shall be deemed a Transfer provided however, a private equity financing of the Tenant in which more than an aggregate of fifty (350%) any uncured event of default exists under this Lease (the voting shares of Tenant or a condition exists which, with the passage transfer between or among current shareholders of time or giving Tenant of notice, would become more than an event aggregate of default); fifty percent (450%) any portion of the Building or Premises would likely become subject to additional or different Laws as a consequence voting shares of the proposed Transfer; (5) the proposed transferee’s use of the Premises conflicts with the Permitted Use or any exclusive usage rights granted to any other tenant in the Building; (6) the use, nature, business, activities or reputation in the business community of the proposed transferee (or its principals, employees or invitees) does not meet Landlord’s standards for Building tenants; (7) either the Transfer or any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any of its Affiliates. Tenant shall not be entitled to receive monetary damages based upon deemed a claim transfer under this Article 14 provided that Landlord unreasonably withheld its consent to a proposed Transfer and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance sale or declaratory judgment. Any attempted Transfer in violation transfer was not consummated as a subterfuge to avoid the obligations of this Article 14. Notwithstanding any provision in this Lease to the contrary, Tenant shall not mortgage, pledge, hypothecate or otherwise encumber this Lease or all or any part of Tenant’s interest under this Lease. Lxxxxxxx’s initials Tenant’s initials Notwithstanding anything to the contrary in this Section, Tenant may assign this Lease or sublease the Premises to an affiliate of Tenant (as defined below) provided that Landlord determines in its reasonable discretion that, at the time of the assignment or sublease, the affiliate has a net worth no less than Five Million Dollars ($5,000,000). Tenant will provide to Landlord information to enable Landlord to make the determination of the net worth of Tenant and the affiliate. For purposes of this paragraph, an "affiliate" is voidable at Landlord’s optionan entity that (a) is majority owned by Tenant, owns a majority of Tenant or is majority owned by an entity that owns all the outstanding capital stock of Tenant; (b) is an entity that merges with Tenant to create a new entity or that results from a consolidation or non-bankruptcy reorganization; (c) acquires all or substantially all the assets or stock of Tenant; or (d) Tenant is merged into, with the result that Tenant ceases to exist after the merger.

Landlord’s Consent Required. Subject to the remaining provisions of this Article 11, but notwithstanding anything to the contrary contained elsewhere in this Lease, Tenant shall not assignmake any alterations, transfer decorations, installations, removals, additions or encumber any interest improvements (including, without limitation, Tenant’s Work) (collectively, “Alterations”) in this Lease (either absolutely or collaterally) or sublease or allow any third party to use any portion the Premises without Landlord’s prior written approval of the Premises (collectively or individuallycontractor(s), written plans and specifications, a “Transfer”time schedule therefor and the items listed in Exhibit 5 attached hereto and made a part hereof. Landlord reserves the right to require that Tenant use Landlord’s preferred vendor(s) for any Alterations that involve roof penetrations, alarm tie-ins, sprinklers, fire alarm and other life safety equipment. Tenant shall not make any amendments or additions to plans and specifications approved by Landlord without the Landlord’s prior written consent consent. Landlord’s approval of Landlord, which consent non-structural Alterations shall not be unreasonably withheld, conditioned or delayed. Without limitationNotwithstanding the foregoing, Tenant agrees that Landlord may withhold its consent in its sole discretion (a) to any Alteration to or affecting the roof and/or building systems, (b) with respect to matters of aesthetics relating to Alterations to or affecting the exterior of the Building, and (c) to any Alteration affecting the Building structure. Notwithstanding the foregoing, Landlord’s consent shall not be considered unreasonably withheld if: required with respect to non-structural Alterations costing less than $10,000 in any one instance (1and $50,000 in the aggregate per year) so long as such Alterations do not affect the proposed transferee’s financial condition does not meet the criteria roof, Building systems or Building exterior (each, a “Permitted Alteration”), provided Tenant shall provide Landlord uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee is a governmental organization or present occupant with written notice thereof. Tenant shall be responsible for all elements of the Propertydesign of Tenant’s plans (including, or Landlord is otherwise engaged in lease negotiations without limitation, compliance with Legal Requirements, functionality of design, the proposed transferee for other premises in the Property; (3) any uncured event of default exists under this Lease (or a condition exists which, with the passage of time or giving of notice, would become an event of default); (4) any portion structural integrity of the Building or Premises would likely become subject to additional or different Laws as a consequence of design, the proposed Transfer; (5) the proposed transferee’s use configuration of the Premises conflicts with and the Permitted Use or any exclusive usage rights granted to any other tenant placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in the Building; (6) the use, nature, business, activities or reputation in the business community no event relieve Tenant of the proposed transferee responsibility for such design. Landlord shall have no liability or responsibility for any claim, injury or damage alleged to have been caused by the particular materials (whether building standard or its principalsnon-building standard), employees appliances or invitees) does not meet Landlord’s standards for Building tenants; (7) either the Transfer or any consideration payable to Landlord equipment selected by Tenant in connection therewith adversely affects the real estate investment trust qualification tests applicable with any work performed by or on behalf of Tenant. Except as otherwise expressly set forth herein, all Alterations shall be done at Tenant’s sole cost and expense and at such times and in such manner as Landlord may from time to Landlord or its Affiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any of its Affiliatestime reasonably designate. Tenant shall not be entitled provide Landlord with reproducible record drawings (in CAD format) of all Alterations within sixty (60) days after completion thereof. If Tenant shall make any Alterations, then Landlord may elect to receive monetary damages based upon a claim that require Tenant at the expiration or sooner termination of the Term to restore the Premises to substantially the same condition as existed immediately prior to the Alterations. If requested by Tenant, Landlord unreasonably withheld its consent to a proposed Transfer and shall make such election at the time Landlord approves such Alteration or, for Permitted Alterations, at the time Tenant notifies Landlord of Tenant’s sole remedy intent to make such Permitted Alteration. If Landlord does not so elect, then any such Alteration shall become part of the Premises upon installation, and shall be an action to enforce any such provision through specific performance or declaratory judgment. Any attempted Transfer in violation surrendered with the Premises at the end of this Article is voidable at Landlord’s optionthe Term.

Landlord’s Consent Required. Subject to the remaining provisions of this Article 11, but notwithstanding anything to the contrary contained elsewhere in this Lease, Tenant shall not assignmake any alterations, transfer decorations, installations, removals, additions or encumber any interest improvements (collectively with Tenant’s Work, “Alterations”) in this Lease (either absolutely or collaterally) or sublease or allow any third party to use any portion the Premises without Landlord’s prior written approval of the Premises (collectively or individuallycontractor(s), written plans and specifications and a “Transfer”) without the prior written consent of Landlordtime schedule therefor, which consent approval of contractor(s) and schedule shall not be unreasonably withheld, conditioned or delayed (and shall not require Tenant to conduct such Alterations after normal business hours or on weekends except as otherwise expressly required pursuant to this Lease or as may be required pursuant to Section 11.3 below). Without limitationNotwithstanding anything to the contrary, in no event shall any Alterations involve the removal of any improvements made by, or paid for by, Landlord without Landlord’s prior approval in Landlord’s sole discretion. Landlord shall respond to any request for approval of Alterations within ten (10) Business Days after receipt of the foregoing required information and shall promptly notify Tenant agrees that Landlordif any submission is incomplete. Notwithstanding the foregoing, Xxxxxxxx’s consent shall not be considered required with respect to any Alterations that are purely decorative in nature nor with respect to non-structural Alterations costing less than $250,000 in any one instance (and $750,000 in the aggregate per year) so long as such Alterations do not materially adversely affect the roof, Building systems or Building exterior (each, a “Permitted Alteration”), provided Tenant shall provide Landlord with reasonably detailed written notice thereof. Landlord reserves the right to require that Tenant use Landlord’s preferred vendor(s) for any Alterations that involve roof penetrations, alarm tie-ins, sprinklers, fire alarm and other life safety equipment, provided that such vendors are available at commercially reasonable rates. Tenant shall not make any amendments or additions to plans and specifications (other than minor amendments in the nature of field changes) approved by Landlord without Landlord’s prior written consent (the standard of which consent shall be governed by the provisions of this Section 11). Xxxxxxxx’s approval of Alterations shall not be unreasonably withheld if: withheld, conditioned or delayed. Notwithstanding the foregoing, Landlord may withhold its consent in its sole discretion (1a) to any Alteration to or affecting the proposed transferee’s financial condition roof (other than the Rooftop Premises) and/or materially and adversely affecting any building systems, (b) with respect to matters of aesthetics relating to Alterations to or affecting the exterior of the Building, and (c) to any Alteration adversely affecting the Building structure, with Tenant being obligated to provide Landlord with reasonable evidence that such Alteration does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee is a governmental organization or present occupant of the Property, or Landlord is otherwise engaged in lease negotiations with the proposed transferee for other premises in the Property; (3) any uncured event of default exists under this Lease (or a condition exists which, with the passage of time or giving of notice, would become an event of default); (4) adversely affect any portion of the Building or Premises would likely become subject to additional or different Laws as a consequence structure. Tenant shall be responsible for all elements of the proposed Transfer; design of Tenant’s plans (5) including, without limitation, compliance with Legal Requirements, functionality of design, the proposed transferee’s use structural integrity of the design, the configuration of the Premises conflicts with and the Permitted Use or any exclusive usage rights granted to any other tenant placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Xxxxxx’s plans shall in the Building; (6) the use, nature, business, activities or reputation in the business community no event relieve Tenant of the proposed transferee (or its principals, employees or invitees) does not meet responsibility for such design. Landlord shall provide Tenant with copies of Landlord Work Plans and all other plans for the Building in Landlord’s standards possession or control. Landlord shall have no liability or responsibility for Building tenants; any claim, injury or damage alleged to have been caused by the particular materials (7) either the Transfer whether building standard or any consideration payable to Landlord non-building standard), appliances or equipment selected by Tenant in connection therewith adversely affects the real estate investment trust qualification tests applicable with any work performed by or on behalf of Xxxxxx. Except as otherwise expressly set forth herein, all Alterations shall be done at Tenant’s sole cost and expense and at such times and in such manner as Landlord may from time to Landlord or its Affiliates; or time reasonably designate (8) the proposed transferee is or has been involved in litigation with Landlord or any of its Affiliates. provided that Tenant shall not be entitled required to receive monetary damages based upon a claim conduct such Alterations after normal business hours or on weekends except as otherwise expressly required pursuant to Section 11.2 or as may be required pursuant to Section 11.3). If Tenant shall make any Alterations (other than Tenant’s Work, except to the extent set forth in the immediately following sentence) that are specialized Alterations inconsistent with first class office and laboratory improvements then-customarily found in similar buildings in the Town of Lexington, Massachusetts (“Specialty Alterations”) (and expressly excluding any non-structural Alterations to the office areas of the Premises and any matters identified as “Tenant” in the Matrix), then Landlord may elect to require Tenant at the expiration or sooner termination of the Term to remove such Specialty Alterations and repair any damage to the Premises caused by such removal (which election shall be made at the time of Landlord’s approval of such Alterations). In addition, Tenant acknowledges that Landlord unreasonably withheld its consent has the right to a proposed Transfer and designate any Specialty Alterations associated with Tenant’s sole remedy light manufacturing operations in the Premises for removal at the time that Landlord approves Tenant’s plans for Tenant’s Work (but Landlord shall have no right to require the removal of any other portion of Tenant’s Work to the extent the Final Construction Drawings are consistent with Exhibit 3C attached hereto). Tenant shall provide Landlord with reproducible record drawings (in CAD format) of all Alterations susceptible to the creation of record drawings within sixty (60) days after completion thereof. During the Term only, Tenant shall be an action treated as the owner of all Alterations for all purposes under this Lease, including but not limited to enforce any the depreciation of such provision through specific performance or declaratory judgment. Any attempted Transfer in violation of this Article is voidable at Landlord’s optionAlterations.

Landlord’s Consent Required. Subject to the remaining provisions of this Article 11, but notwithstanding anything to the contrary contained elsewhere Except as set forth in this LeaseArticle, Tenant shall not assigndirectly or indirectly assign this Lease, transfer or encumber sublet or license the Premises or any interest in this Lease (either absolutely portion thereof, or collaterally) advertise the Premises for assignment or sublease subletting or allow any third party to use permit the occupancy of all or any portion of the Premises by any person other than Tenant (each of the foregoing actions are collectively or individually, referred to as a “Transfer”) without obtaining, on each occasion, the prior written consent of Landlord, which consent shall not be unreasonably withheldwithheld provided that Tenant complies with the provisions of this Article. Without Subject to Section 13.04 herein, a Transfer shall include, without limitation, any transfer of Tenant’s interest in this Lease by operation of law, merger or consolidation of Tenant agrees that into any other firm or corporation, and the transfer or sale of a controlling interest in Tenant, whether by sale of its capital stock or otherwise or any sale of all or a substantial part of Tenant’s assets. Any Transfer shall be subject to this Lease, all of the provisions of which shall be conditions to such Transfer and be binding on any transferee. No transferee shall have any right further to transfer its interest in the Premises, and nothing herein shall impose any obligation on Landlord with respect to a further Transfer. The foregoing restrictions shall be binding on any assignee or sublessee to which Landlord has consented, provided, notwithstanding anything else contained in this Lease, Landlord’s consent to any further assignment, subleasing or any sub-subleasing by any approved assignee or sublessee may be withheld by Landlord at Landlord’s sole discretion. If Tenant does Transfer with (or without) Landlord’s consent, any option or other right that Tenant may have relating to the Premises, including any right to extend the Term or lease other premises, shall not automatically be considered unreasonably withheld if: (1) the proposed transferee’s financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee is a governmental organization or present occupant of the Property, or Landlord is otherwise engaged in lease negotiations with the proposed transferee for other premises terminated except in the Property; (3) any uncured event case of default exists under this Lease a Related Party Transfer. Landlord’s Managing Agent, Xxxx and Company, Inc. (or a condition exists which, with the passage of time or giving of notice, would become an event of default); (4) any portion such other manager of the Building or Premises would likely become subject appointed from time to additional or different Laws as time by Landlord) shall be Tenant’s exclusive broker for a consequence period of the proposed Transfer; (5) the proposed transferee’s use of the Premises conflicts with the Permitted Use or any exclusive usage rights granted to any other tenant in the Building; six (6) the use, nature, business, activities or reputation months with respect to any proposed transfer so long as such Managing Agent uses its good faith best efforts to market in the business community of the proposed transferee (or its principals, employees or invitees) does not meet accordance with Tenant’s directions; and after such period Tenant may appoint a co-exclusive broker to serve along with Landlord’s standards for Building tenants; (7) either the Transfer or any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any of its AffiliatesManaging Agent. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer and Tenant’s sole remedy Such Managing Agent shall be an action to enforce paid a brokerage fee for any transfer in accordance with such provision through specific performance or declaratory judgment. Any attempted Transfer Managing Agent’s commission schedule then in violation effect so long as such schedule is competitive with similar schedules of this Article is voidable at Landlord’s optionmajor Greater Boston brokerage firms.

Landlord’s Consent Required. Subject to Except as expressly set forth herein, Tenant shall not voluntarily or involuntarily assign, sublease, mortgage, encumber, or otherwise transfer all or any portion of the remaining Premises or its interest in this Lease (collectively, “Transfer”) without Landlord’s prior written consent, which consent Landlord shall not unreasonably withhold. Landlord may withhold its consent until Tenant has complied with the provisions of Sections 182 and 18.3. Any attempted Transfer without Landlord’s written consent shall be void and shall constitute a noncurable Event of Default under this Article 11Lease. If Tenant is a corporation, but notwithstanding any cumulative Transfer of more than fifty percent (50%) of the voting stock of such corporation shall constitute a Transfer requiring Landlord’s consent hereunder; provided, however, that this sentence shall not apply to any corporation whose stock is publicly traded. If Tenant is a partnership, limited liability company, trust or other entity, any cumulative Transfer of more than fifty percent (50%) of the partnership, membership, beneficial or other ownership interests therein shall constitute a Transfer requiring Landlord’s consent hereunder. Tenant shall not have the right to consummate a Transfer or to request Landlord’s consent to any Transfer if any Event of Default has occurred and is continuing or if Tenant or any affiliate of Tenant is in default under any lease of any other real property owned or managed (in whole or in part) by Landlord or any affiliate of Landlord. Notwithstanding anything to the contrary contained elsewhere in this LeaseSection 18, Tenant shall not assign, transfer an assignment or encumber any interest in this Lease (either absolutely subletting of all or collaterally) or sublease or allow any third party to use any a portion of the Premises to an affiliate (collectively or individually, a “TransferAffiliate”) without the prior written consent of LandlordTenant (an entity which is controlled by, which consent controls, or is under common control with, Tenant, or that becomes a parent, successor or affiliate of Tenant, or is a successor of Tenant by reason of merger, consolidation, public offering, reorganization, dissolution, or sale of stock, membership or partnership interests or assets) shall not be unreasonably withheld. Without limitationdeemed a Transfer under this Article 18, provided that (i) Tenant agrees that Landlord’s consent shall not be considered unreasonably withheld if: notifies Landlord of any such assignment or sublease prior to the effective date thereof and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such assignment or sublease to such Affiliate (1) Including, in the proposed transferee’s financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee is a governmental organization or present occupant event of an assignment, evidence of the Property, or Landlord is otherwise engaged in lease negotiations with the proposed transferee for other premises in the Property; (3) any uncured event assignee’s assumption of default exists Tenant’s obligations under this Lease (or a condition exists whichor, with in the passage of time or giving of notice, would become an event of default); (4) any a sublease, evidence of the sublessee’s assumption, in flit!, of the obligations of Tenant with respect to the portion of the Building Premises so subleased, other than the payment of rent), (ii) such assignment or Premises would likely become subject sublease is not a subterfuge by Tenant to additional avoid its obligations under this Lease, (iii) such assignment or different Laws sublease does not cause Landlord to be in default under any existing lease at the Center, and (iv) the net worth of such Affiliate is not less than reasonably required to fulfill the terms of this Lease. “Control,” as a consequence used in this Section 18.1, shall mean the ownership, directly or indirectly, of greater than fifty-one percent (51%) of the proposed Transfer; (5) the proposed transferee’s use voting securities of, or possession of the Premises conflicts with the Permitted Use or any exclusive usage rights granted right to any other tenant vote, in the Building; ordinary direction of its affairs, of greater than fifty-one percent (651%) the use, nature, business, activities or reputation in the business community of the proposed transferee (voting interest in, an entity. The raising of capital by an offering of stock or its principals, employees or invitees) does ownership interest in Tenant will not meet be deemed a transfer for purposes of this Lease and will not require Landlord’s standards for Building tenants; (7) either the Transfer or any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any of its Affiliates. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Any attempted Transfer in violation of this Article is voidable at Landlord’s optionconsent.

Landlord’s Consent Required. Subject to the remaining provisions of this Article 11, but notwithstanding anything to the contrary contained elsewhere in this Lease, Tenant shall not voluntarily or involuntarily, whether by operation of law or otherwise, assign, transfer transfer, mortgage, pledge, or encumber this Lease or any interest in this Lease (either absolutely or collaterally) or sublease or allow any third party to use any portion of therein, and shall not sublet the Premises (collectively or individually, a “Transfer”) any part thereof without the prior written consent of Landlord. Any attempt to do assign this Lease or sublet the Premises without such consent shall be voidable by Landlord in its sole discretion and, which consent at Landlord's, election, shall constitute a default under this Lease. Subject to the conditions of Landlord set forth in this Section, Landlord's -consent shall not be unreasonably withheld. Without limitation; provided, Tenant agrees however, that Landlord’s consent shall not Landlord may withhold its consent, in its sole and absolute discretion, if the Premises is to be considered unreasonably withheld if(i) used or occupied as AN APPROVED RESTAURANT, (ii) used for the sale of any of the following: (1) Food; or (iii) used for any prohibited use set form in Section 10. In determining whether or not to grant consent, Landlord may consider: (a) the financial worth of the proposed transferee’s financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligationssublessee or assignee; (2b) the proposed transferee is a governmental organization or present occupant character of the Propertysublessee or assignee (including, or Landlord whether its business is otherwise engaged in lease negotiations appropriate to a retail shopping center, whether its business is consistent with the use restriction contained in this Lease, whether the type of business is restricted under any existing leases, encumbrances or other existing agreements pertaining to the Shopping Center, whether the proposed transferee for other premises in sublessee's or assignee's business would further the Property; (3) any uncured event profitability of default exists under this Lease (the Shopping Center, whether the business of the proposed sublessee or a condition exists which, with assignee requires the passage use or disposal of time or giving of notice, would become an event of defaultHazardous Materials); (4c) any portion of the Building or Premises would likely become subject to additional or different Laws as a consequence business experience of the proposed Transfersublessee or assignee; and (5d) the proposed transferee’s use of the Premises conflicts with the Permitted Use or any exclusive usage rights granted to any other tenant in the Building; (6) the use, nature, business, activities or general business reputation in the business community of the proposed transferee sublessee or assignee (or including its principals, employees or invitees) does reputation and record for paying its obligations as they become due). The foregoing considerations are not meet Landlord’s standards for Building tenants; (7) either intended to be exclusive and Landlord may deny consent based on any other reasonable consideration. The Parties acknowledge and agree mat the Transfer or any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any of its Affiliates. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Any attempted Transfer in violation of this Article is voidable at Landlord’s optionforegoing considerations are reasonable.

Landlord’s Consent Required. Subject to the remaining provisions of this Article 11, but notwithstanding anything to the contrary contained elsewhere in this Lease, Tenant shall not assign, transfer or encumber any interest in this Lease (either absolutely or collaterally) or sublease or allow any third party to use any portion of the Premises (collectively or individually, a “Transfer”) without the prior written consent of Landlord, which consent shall not be unreasonably withheld. Without limitation, Tenant agrees that Landlord’s consent shall not be considered unreasonably withheld if: (1) the proposed transferee’s financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee is a governmental organization or present occupant of the PropertyProperty (unless Landlord is unable to accommodate such present occupant’s need for additional space in the Building of a size comparable to that portion of the Premises covered by the proposed Transfer), or Landlord is otherwise engaged in lease negotiations with the proposed transferee for other premises in the Property; (3) any uncured event of default exists under this Lease (or a condition exists which, with the passage of time or giving of notice, would become an event of default); (4) any portion of the Building or Premises would likely become subject to additional or different Laws as a consequence of the proposed Transfer; (5) the proposed transferee’s use of the Premises conflicts with the Permitted Use or any exclusive usage rights granted to any other tenant in the Building; (6) the use, nature, business, activities or reputation in the business community of the proposed transferee (or its principals, employees or invitees) does not meet Landlord’s standards for Building tenants; or (7) either the Transfer or any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any of its Affiliates. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgmentjudgment and to recover Tenant’s actual costs and expenses including reasonable attorneys’ fees if Tenant prevails in such action. Any attempted Transfer in violation of this Article is voidable at Landlord’s option.

Landlord’s Consent Required. Subject to the remaining provisions of this Article 11, but notwithstanding anything to the contrary contained elsewhere in this Lease, (a) Tenant shall not assign, transfer, mortgage, or otherwise transfer or encumber (collectively, “assign”) or sublet all or any part of Tenant’s interest in this Lease (either absolutely or collaterally) or sublease or allow any third party to use any portion of in the Premises (collectively or individually, a “Transfer”) without the Landlord’s prior written consent of Landlordconsent, which consent shall not be unreasonably withheld. Without limitationRelevant criteria in determining reasonability of consent include, Tenant agrees that Landlord’s consent but are not limited to, credit history of a proposed assignee or sublessee, references from prior landlords, any change or intensification of use of the Premises or the Common Areas, and any limitations imposed by the Internal Revenue Code and the Regulations promulgated thereunder relating to Real Estate Investment Trusts. Assignment or sublet shall not release Tenant from its obligations hereunder. Tenant shall not (i) sublet, assign, or enter into other arrangements in which the amounts to be considered unreasonably withheld if: (1) paid by the proposed transferee’s financial condition does not meet sublessee or assignee thereunder would be based, in whole or in part, on the criteria Landlord uses to select Building tenants having similar leasehold obligationsincome or profits derived by the business activities of the sublessee or assignee; (2ii) sublet the proposed transferee is a governmental organization Premises or present occupant assign this Lease to any person or entity in which Landlord owns an interest, directly or indirectly (by applying constructive ownership rules set forth in Section 856(d)(5) of the Property, Internal Revenue Code (the “Code”); or Landlord is otherwise engaged in lease negotiations with (iii) sublet the proposed transferee for other premises in the Property; (3) any uncured event of default exists under Premises or assign this Lease (or a condition exists which, with the passage of time or giving of notice, would become an event of default); (4) in any other manner which could cause any portion of the Building amounts received by Landlord pursuant to this Lease or Premises would likely become subject any sublease to additional or different Laws fail to qualify as a consequence “rents from real property” within the meaning of Section 856(d) of the proposed Transfer; Code, or which could cause any other income received by Landlord to fail to qualify as income described in Section 856(c)(2) of the Code. The requirements of this Section 12.1 shall apply to any further subleasing by any subtenant. Notwithstanding the foregoing, in the event of any assignment or subletting to which Landlord consents, Landlord shall receive fifty percent (550%), in the event of a sublease, of any rent received by Tenant above the rent then being paid by Tenant to Landlord less: (i) rent obligations paid by Tenant hereunder during any period when the proposed transferee’s use Premises were vacant following the marketing of the Premises conflicts with for such sublease; (ii) the Permitted Use costs of any tenant improvements made or allowance given to the subtenant for tenant improvements; (iii) any exclusive usage rights granted to free rent or other economic concessions given the subtenant; and (iv) any other tenant commissions or marketing expense paid by Tenant for such sublease. In addition, Landlord shall receive fifty percent (50%), in the Building; (6) event of an assignment, of any profit derived by Tenant from such assignment less any commissions or marketing expense paid by Tenant for such assignment. In the useevent of any assignment or subletting, nature, business, activities or reputation in the business community of the proposed transferee (or its principals, employees or invitees) does not meet Landlord’s standards for Building tenants; (7) either the Transfer or any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable Tenant shall pay to Landlord or its Affiliates; authorized managing agent (as directed by Landlord)a fee of $750.00 to cover Landlord’s costs of review, negotiation, preparation or (8) execution of any documentation regarding such assignment or subletting. Notwithstanding the proposed transferee is or has been involved in litigation with foregoing, Tenant may sublease up to 50% of the Premises, pursuant to this Section, and Landlord or any of its Affiliates. Tenant shall not be entitled to receive monetary damages based upon a claim that any portion of the profit derived from such sublease. Landlord unreasonably withheld its consent to shall approve or disapprove a proposed Transfer and sublease of up to 50% of the Premises within ten (10) days following receipt of Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Any attempted Transfer in violation of this Article is voidable at Landlord’s optionwritten request.

Landlord’s Consent Required. Subject to the remaining provisions of this Article 11, but notwithstanding anything to the contrary contained elsewhere in this Lease, Tenant shall not assign, transfer assign this Lease or encumber any interest therein, or sublet or license or permit the use or occupancy of the Premises or any part thereof by or for the benefit of anyone other than Tenant, or in any other manner transfer all or any part of Tenant’s interest under this Lease (either absolutely or collaterally) or sublease or allow any third party to use any portion of the Premises (collectively or individually, each and all a “Transfer”) ), without the prior written consent of Landlord, which consent (subject to the other provisions of this Section 14) shall not be unreasonably withheld, conditioned or delayed. Without limitation, If Tenant agrees that Landlord’s consent shall not be considered unreasonably withheld if: (1) the proposed transferee’s financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee is a governmental organization business entity, any direct or present occupant indirect transfer of fifty percent (50%) or more of the Property, ownership interest of the entity (whether in a single transaction or Landlord is otherwise engaged in lease negotiations with the proposed transferee for other premises in the Property; aggregate through more than one transaction) shall be deemed a Transfer provided however, a private equity financing of the Tenant in which more than an aggregate of fifty (350%) any uncured event of default exists under this Lease (the voting shares of Tenant or a condition exists which, with the passage transfer between or among current shareholders of time or giving Tenant of notice, would become more than an event aggregate of default); fifty percent (450%) any portion of the Building or Premises would likely become subject to additional or different Laws as a consequence voting shares of the proposed Transfer; (5) the proposed transferee’s use of the Premises conflicts with the Permitted Use or any exclusive usage rights granted to any other tenant in the Building; (6) the use, nature, business, activities or reputation in the business community of the proposed transferee (or its principals, employees or invitees) does not meet Landlord’s standards for Building tenants; (7) either the Transfer or any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any of its Affiliates. Tenant shall not be entitled to receive monetary damages based upon deemed a claim transfer under this Article 14 provided that Landlord unreasonably withheld its consent to a proposed Transfer and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance sale or declaratory judgment. Any attempted Transfer in violation transfer was not consummated as a subterfuge to avoid the obligations of this Article is voidable at 14. Notwithstanding any provision in this Lease to the contrary, Tenant shall not mortgage, pledge, hypothecate or otherwise encumber this Lease or all or any part of Tenant’s interest under this Lease. Landlord’s optioninitials Tenant’s initials Notwithstanding anything to the contrary in this Section, Tenant may assign this Lease or sublease the Premises to an affiliate of Tenant (as defined below) provided that Landlord determines in its reasonable discretion that, at the time of the assignment or sublease, the affiliate has a net worth no less than Five Million Dollars ($5,000,000). Tenant will provide to Landlord information to enable Landlord to make the determination of the net worth of Tenant and the affiliate. For purposes of this paragraph, an "affiliate" is an entity that (a) is majority owned by Tenant, owns a majority of Tenant or is majority owned by an entity that owns all the outstanding capital stock of Tenant; (b) is an entity that merges with Tenant to create a new entity or that results from a consolidation or non-bankruptcy reorganization; (c) acquires all or substantially all the assets or stock of Tenant; or (d) Tenant is merged into, with the result that Tenant ceases to exist after the merger.

Landlord’s Consent Required. Subject Tenant shall not voluntarily or by operation of law assign, transfer, hypothecate, mortgage, sublet, or otherwise transfer or encumber all or any part of Tenant's interest in this Lease or in the Premises (hereinafter collectively a "Transfer"), without Landlord's prior written consent, which shall not be unreasonably withheld. Landlord shall respond to Tenant's written request for consent hereunder within thirty (30) days after Landlord's receipt of the written request from Tenant. Any attempted Transfer without such consent shall be void and shall constitute a default and breach of this Lease. Tenant's written request for Landlord's consent shall include, and Landlord's thirty (30) day response period referred to above shall not commence, unless and until Landlord has received from Tenant, all of the following information: (a) financial statements for the proposed assignee or subtenant prepared in accordance with generally accepted accounting principles for the lesser of (i) the past three (3) years or (ii) the time period the assignee or subtenant has been in existence, (b) federal tax returns for the proposed assignee or subtenant for the lesser of (i) the past two (2) years or (ii) the time period the assignee or subtenant has been in existence, (c) a detailed description of the business the assignee or subtenant intends to operate at the Premises, (d) the proposed effective date of the assignment or sublease, (e) a copy of the proposed sublease or assignment agreement which includes all of the terms and conditions of the proposed assignment or sublease, (f) a detailed description of any ownership or commercial relationship between Tenant and the proposed assignee or subtenant, (g) a detailed description of any Alterations the proposed assignee or subtenant desires to make to the remaining provisions Premises, and (h) a Hazardous Materials Disclosure Certificate substantially in the form of Exhibit D attached hereto (the "Transferee HazMat Certificate"). If the obligations of the proposed assignee or subtenant will be guaranteed by any person or entity, Tenant's written request shall not be considered complete until the information described in (a) and (b) of the previous sentence has been provided with respect to each proposed guarantor. "Transfer" shall also include the transfer (a) if Tenant is a corporation, and Tenant's stock is not publicly traded over a recognized securities exchange, of more than twenty five percent (25%) of the voting stock of such corporation during the term of this Article 11Lease (whether or not in one or more transfers) or the dissolution, but notwithstanding anything to merger or liquidation of the contrary contained elsewhere corporation, or (b) if Tenant is a partnership, limited liability company, limited liability partnership or other entity, of more than twenty five percent (25%) of the profit and loss participation in such partnership or entity during the term of this LeaseLease (whether or not in one or more transfers) or the dissolution, merger or liquidation of the partnership, limited liability company, limited liability partnership or other entity. If Tenant is a limited or general partnership (or is comprised of two or more persons, individually or as co-partners), Tenant shall not assignbe entitled to change or convert to (i) a limited liability company, transfer (ii) a limited liability partnership or encumber (iii) any interest in this Lease (either absolutely or collaterally) or sublease or allow any third party to use any portion other entity which possesses the characteristics of the Premises (collectively or individually, a “Transfer”) limited liability without the prior written consent of Landlord, which consent may be given or withheld in Landlord's sole discretion. Tenant's sole remedy in the event that Landlord shall not wrongfully withhold consent to or disapprove any assignment or sublease shall be unreasonably withheldto obtain an order by a court of competent jurisdiction that Landlord grant such consent; in no event shall Landlord be liable for damages with respect to its granting or withholding consent to any proposed assignment or sublease. Without limitation, Tenant agrees that Landlord’s consent If Landlord shall not be considered unreasonably withheld if: (1) exercise any option to recapture the proposed transferee’s financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee is a governmental organization or present occupant of the PropertyPremises, or Landlord is otherwise engaged in lease negotiations with the proposed transferee shall deny a request for other premises in the Property; (3) any uncured event of default exists under this Lease (or a condition exists which, with the passage of time or giving of notice, would become an event of default); (4) any portion of the Building or Premises would likely become subject to additional or different Laws as a consequence of the proposed Transfer; (5) the proposed transferee’s use of the Premises conflicts with the Permitted Use or any exclusive usage rights granted to any other tenant in the Building; (6) the use, nature, business, activities or reputation in the business community of the proposed transferee (or its principals, employees or invitees) does not meet Landlord’s standards for Building tenants; (7) either the Transfer or any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any of its Affiliates. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer assignment or sublease, Tenant shall indemnify, defend and Tenant’s sole remedy shall hold Landlord harmless from and against any and all losses, liabilities, damages, costs and claims that may be an action to enforce made against Landlord by the proposed assignee or subtenant, or by any such provision through specific performance brokers or declaratory judgment. Any attempted Transfer other persons claiming a commission or similar compensation in violation of this Article is voidable at Landlord’s optionconnection with the proposed assignment or sublease.

Landlord’s Consent Required. Subject to the remaining provisions of this Article 11, but notwithstanding anything to the contrary contained elsewhere in Tenant shall not assign this Lease, Tenant shall not assignin whole or in part, transfer nor sublet all or encumber any interest in this Lease (either absolutely or collaterally) or sublease or allow any third party to use any portion part of the Premises (collectively Premises, nor license concessions, nor lease departments therein, nor pledge or individuallysecure by mortgage or other instruments this Lease, a “Transfer”) without first obtaining the prior written consent of Landlord, which consent may be withheld in Landlord's sole and absolute determination including, without limitation, the right to arbitrarily withhold such consent. The foregoing prohibition includes, without limitation, (i) any subletting or assignment which would otherwise occur by operation of law, merger, consolidation, reorganization, transfer, or other change of Tenant's corporate or proprietary structure; (ii) an assignment or subletting to or by a receiver or trustee in any federal or state bankruptcy, insolvency, or other proceedings; (iii) the sale, assignment or transfer of all, or substantially all, of the assets of Tenant, with or without specific assignment of Lease, or (iv) the change in control in a partnership, corporation, limited liability company or other business entity (provided, however, that nothing herein shall be construed to restrict transfers of shares of stock in any publicly traded corporation that is listed on any National Stock Exchange). Consent by Landlord to any assignment or subletting shall not constitute a waiver of the requirement for such consent to any attempted subsequent assignment or subletting. Notwithstanding any assignment or subletting, Tenant shall be and remain fully liable hereunder and shall not be unreasonably withheldreleased from performing any of the terms or provisions of this Lease. Without limitationShould Landlord permit any assignment or subletting by Tenant, and should the monies received as a result of such assignment or subletting (when compared to the monies still payable by Tenant agrees to Landlord) be greater than would have been received hereunder had not Landlord permitted such assignment or subletting, then the excess shall be payable by Tenant to Landlord as additional rental, it being the parties' intention that Landlord’s consent , and not the Tenant, shall not be considered unreasonably withheld if: (1) the proposed transferee’s financial condition does not meet the criteria Landlord uses party to select Building tenants having similar leasehold obligations; (2) the proposed transferee is a governmental organization receive any profit from any assignment or present occupant of the Property, subletting. Any such assignment or Landlord is otherwise engaged in lease negotiations with the proposed transferee for other premises in the Property; (3) any uncured event of default exists under this Lease (or a condition exists which, with the passage of time or giving of notice, would become an event of default); (4) any portion of the Building or Premises would likely become sublease shall be upon and subject to additional or different Laws as a consequence all the terms and provisions of this Lease, including but not limited to the proposed Transfer; (5) provisions which limit the proposed transferee’s use of the Premises conflicts with premises or the Permitted Use or any exclusive usage rights granted to any other tenant specified in the Building; (6) the use, nature, business, activities or reputation in the business community of the proposed transferee (or its principals, employees or invitees) does not meet Landlord’s standards for Building tenants; (7) either the Transfer or any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any of its Affiliates. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Any attempted Transfer in violation of this Article is voidable at Landlord’s optionSection 1.1.G. hereof.

Landlord’s Consent Required. Subject to the remaining provisions of this Except as provided in Section 8.2 and Article 11, but notwithstanding anything to the contrary contained elsewhere in this Lease9, Tenant shall not voluntarily, involuntarily, or by operation of law, assign, transfer transfer, hypothecate, or otherwise encumber any interest in this Lease (either absolutely or collaterally) Tenant’s interest therein or sublease sublet all or allow any third party to use any a substantial portion of the Premises Property (collectively or individuallyeach, a “Transfer”) ), without the prior first obtaining in each instance Landlord’s written consent of Landlordconsent, which consent shall will not be unreasonably withheld. Without limitationIf consent is once given by Landlord to any such Transfer, Tenant agrees that such consent shall not operate as a waiver of the necessity for obtaining Landlord’s consent to any subsequent Transfer. Any such Transfer without Landlord’s consent shall not be considered unreasonably withheld if: (1) void and shall, at Landlord’s option, constitute a Tenant Default under this Lease. This Lease shall not, nor shall Tenant’s interest therein, be assignable by operation of law, without Xxxxxxxx’s prior written consent. Tenant’s request for approval of Transfer shall be submitted in writing and shall include such documentation as may be reasonably required by Landlord to evaluate the proposed transaction and the proposed transferee’s financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) capability and management experience, including the proposed transferee is assignment and assumption (or sublease agreement) by which the assignee expressly agrees to assume all rights and obligations of Tenant under this Lease arising after the effective date of the assignment (or the subtenant agrees to assume those obligations pertaining to the subleased premises). Tenant acknowledges that, except as otherwise provided in Section 8.2 with respect to permitted Transfers, Landlord intends for Lease Area A and Lease Area B to remain under control of a governmental organization single Tenant and, therefore, any proposed sublease of a substantial portion of the Property which would result in Lease Area A and Lease Area B being under control of separate unaffiliated entities or present occupant persons, shall be subject to Landlord’s approval in its reasonable discretion. With respect to all other assignments of this Lease or subleases of all or a substantial portion of the Property, Landlord may not withhold consent to a Transfer if (i) the prospective assignee or Landlord is otherwise engaged subtenant has the financial capability and management experience to perform Tenant’s obligations under this Lease, including, with respect to the contemplated Development Project (if applicable at the time of the assignment and, in lease negotiations with the case of a sublease, to the extent such obligations are assumed by the subtenant), the Initial Rehabilitation Projects (if applicable at the time of the assignment and, in the case of a sublease, to the extent such obligations are assumed by the subtenant) and subsequent capital replacement projects to be undertaken during the Term as provided in Article 4 (in the case of a sublease, to the extent such obligations are assumed by the subtenant), and including the obligation to keep the marina on the Property in good order, repair and condition throughout the remaining Term (in the case of an assignment) or throughout the sublease term (in the case of a sublease), and (ii) the proposed transferee for other premises in assignment or sublease is not prohibited by the Property; (3) any uncured event terms of default exists under this Lease (Lease. The prospective assignee or subtenant may satisfy the requirements with respect to marina management experience by partnering or contracting with a condition exists which, marina management company or individual with the passage of time or giving of notice, would become an event of default); (4) any portion of the Building or Premises would likely become subject to additional or different Laws as a consequence of the proposed Transfer; at least five (5) years experience in managing marina facilities similar to the proposed transferee’s use of the Premises conflicts with the Permitted Use or any exclusive usage rights granted to any other tenant in the Building; (6) the use, nature, business, activities or reputation in the business community of the proposed transferee (or its principals, employees or invitees) does not meet Landlord’s standards for Building tenants; (7) either the Transfer or any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any of its Affiliates. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Any attempted Transfer in violation of this Article is voidable at Landlord’s optionAlameda Marina.

Landlord’s Consent Required. Subject Tenant shall not voluntarily or by operation of law assign, transfer, hypothecate, mortgage, sublet, or otherwise transfer or encumber all or any part of Tenant’s interest in this Lease or in the Premises (hereinafter collectively a “Transfer”), without Landlord’s prior written consent, which shall not be unreasonably withheld or delayed. Landlord shall respond to Tenant’s written request for consent hereunder within thirty (30) days after Landlord’s receipt of the remaining provisions written request from Tenant. Any attempted Transfer without such consent shall be void and shall constitute a material default and breach of this Article 11Lease. Tenant’s written request for Landlord’s consent shall include, but notwithstanding anything and Landlord’s thirty (30) day response period referred to above shall not commence, unless and until Landlord has received from Tenant, all of the contrary contained elsewhere following information: (a) financial statements for the proposed assignee or subtenant for the past two (2) years prepared in accordance with generally accepted accounting principles, (b) federal tax returns for the proposed assignee or subtenant for the past two (2) years, (c) a detailed description of the business the assignee or subtenant intends to operate at the Premises, (d) the proposed effective date of the assignment or sublease, (e) a copy of the proposed sublease or assignment agreement which includes all of the terms and conditions of the proposed assignment or sublease, and (f) a detailed description of any ownership or commercial relationship between Tenant and the proposed assignee or subtenant. If the obligations of the proposed assignee or subtenant will be guaranteed by any person or entity, Tenant’s written request shall not be considered complete until the information described in (a) and (b) of the previous sentence has been provided with respect to each proposed guarantor. “Transfer” shall also include the transfer (a) if Tenant is a corporation, and Tenant’s stock is not publicly traded over a recognized securities exchange, of more than twenty five percent (25%) of the voting stock of such corporation during the term of this LeaseLease (whether or not in one or more transfers) or the dissolution or merger of the corporation, or (b) if Tenant is a partnership or other entity, of more than twenty five percent (25%) of the profit and loss participation in such partnership or entity during the term of this Lease (whether or not in one or more transfers) or the dissolution or liquidation of the partnership. If Tenant is a limited or general partnership (or is comprised of two or more persons, individually or as co-partners), Tenant shall not assignbe entitled to change or convert to (i) a limited liability company, transfer (ii) a limited liability partnership or encumber (iii) any interest in this Lease (either absolutely or collaterally) or sublease or allow any third party to use any portion other entity which possesses the characteristics of the Premises (collectively or individually, a “Transfer”) limited liability without the prior written consent of Landlord, which consent shall not may be unreasonably withheld. Without limitation, Tenant agrees that given or withheld in Landlord’s consent sole discretion. The involvement by Tenant or its assets in any transaction, or series of transactions (by way of merger, sale, acquisition, financing, refinancing, transfer, leveraged buy-out or otherwise) whether or not a formal assignment or hypothecation of this Lease or Tenant’s assets occurs, shall not be considered unreasonably withheld if: (1) to be an assignment of this Lease by Tenant to which Landlord may reasonably withhold its consent unless after such transaction or series of transactions the proposed transferee’s financial condition does not meet surviving entity will have a net worth at least equal to the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee is a governmental organization or present occupant net worth of the PropertyTenant immediately preceding the date of this Lease. Tenant’s sole remedy in the event that Landlord shall wrongfully withhold consent to or disapprove any assignment or sublease shall be to obtain an order by a court of competent jurisdiction that Landlord grant such consent; in no event shall Landlord be liable for damages with respect to its granting or withholding consent to any proposed assignment or sublease. If Landlord shall exercise any option to recapture the Premises, or Landlord is otherwise engaged in lease negotiations with the proposed transferee shall deny a request for other premises in the Property; (3) any uncured event of default exists under this Lease (or a condition exists which, with the passage of time or giving of notice, would become an event of default); (4) any portion of the Building or Premises would likely become subject to additional or different Laws as a consequence of the proposed Transfer; (5) the proposed transferee’s use of the Premises conflicts with the Permitted Use or any exclusive usage rights granted to any other tenant in the Building; (6) the use, nature, business, activities or reputation in the business community of the proposed transferee (or its principals, employees or invitees) does not meet Landlord’s standards for Building tenants; (7) either the Transfer or any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any of its Affiliates. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer assignment or sublease, Tenant shall indemnify, defend and Tenant’s sole remedy shall hold Landlord harmless from and against any and all losses, liabilities, damages, costs and claims that may be an action to enforce made against Landlord by the proposed assignee or subtenant, or by any such provision through specific performance brokers or declaratory judgment. Any attempted Transfer other persons claiming a commission or similar compensation in violation of this Article is voidable at Landlord’s optionconnection with the proposed assignment or sublease.

Landlord’s Consent Required. Subject to the remaining provisions of this Article 11, but notwithstanding anything to the contrary contained elsewhere in The Tenant shall not assign this Lease, Tenant shall not assignin whole or in part, nor sublet all or any part of the Premises, nor license concessions therein, nor (if applicable) sell, transfer or encumber convey stock, partnership interests, membership interests or other ownership interests, nor otherwise permit any interest in this Lease (either absolutely other person to occupy or collaterally) or sublease or allow any third party to use any portion of the Premises (collectively or individuallycollectively, a “Transfer”) ), without in each instance first obtaining the prior written consent of the Landlord, which consent shall may not be unreasonably withheld, conditioned or delayed. Without limitationConsent by the Landlord to any Transfer shall not (i) constitute a waiver of the requirement for such consent to any subsequent Transfer, or (ii) relieve the Tenant from primary liability as the Tenant under this Lease. Provided, however, that the Tenant may assign this Lease, in whole or in part, or sublet all or any part of the Premises to any Affiliate of the Tenant, without the Landlord’s consent, upon not less than sixty (60) days’ prior written notice to the Landlord, provided that any assignment or subletting shall not (i) constitute a waiver of the requirement for such consent to any subsequent Transfer, or (ii) relieve the Tenant from primary liability as the Tenant under this Lease and (iii) such subsequent transferee shall execute and deliver to the Landlord a written agreement by which it assumes and agrees to be bound by all of the obligations of Tenant under this Lease. Further provided, however, that no Transfer shall be permitted (whether or not the Landlord’s consent is required under this Lease) and any attempt to effect a Transfer shall be deemed void ab initio, if such Transfer would result in a forfeiture or recapture of any Historic Tax Credits or NMTCs. Notwithstanding anything to the contrary contained herein, nothing shall prevent Tenant from entering into periodic arrangements with other educational or health care institutions for educational seminars or collaborative educational events involving use (but not be considered unreasonably withheld if: (1occupancy by such other institutions) the proposed transferee’s financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee is a governmental organization or present occupant of the Property, or Landlord is otherwise engaged in lease negotiations with the proposed transferee for other premises in the Property; (3) any uncured event of default exists under this Lease (or a condition exists which, with the passage of time or giving of notice, would become an event of default); (4) any portion of the Building or Premises would likely become subject to additional or different Laws as a consequence of the proposed Transfer; (5) the proposed transferee’s use of the Premises conflicts with the Permitted Use or any exclusive usage rights granted to any other tenant in the Building; (6) the use, nature, business, activities or reputation in the business community of the proposed transferee (or its principals, employees or invitees) does not meet Landlord’s standards for Building tenants; (7) either the Transfer or any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any of its Affiliates. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Any attempted Transfer in violation of this Article is voidable at Landlord’s optionPremises.

Landlord’s Consent Required. Subject to the remaining provisions of this Article 11, but notwithstanding anything to the contrary contained elsewhere in this Lease, Tenant shall not voluntarily or by operation of law assign, pledge, hypothecate, mortgage, sublet, or otherwise transfer or encumber all or any part of Tenant’s interest in this Lease (either absolutely or collaterally) or sublease or allow any third party to use any portion of in the Premises (collectively or individually, any of the foregoing hereinafter may be referred to as a “Transfer”) ), or permit any Transfer to occur, without the Landlord’s prior written consent of Landlordin each case, which consent shall not be unreasonably withheld, delayed or conditioned subject to the terms and conditions hereof. Without A “Transfer” requiring Landlord’s consent hereunder shall include, without limitation, Tenant agrees that the use or occupancy of the Premises or any part thereof by any party other than Tenant, and the granting of concessions, licenses and the like with respect to the Premises or any part thereof. Landlord shall respond to Tenant’s written request for consent hereunder within twenty (20) days after Landlord’s receipt of the written request from Tenant. Any attempted Transfer without such consent shall be void and shall constitute an Event of Default under this Lease. Tenant’s written request for Landlord’s consent shall include, and Landlord’s twenty (20) day response period referred to above shall not commence, unless and until Landlord has received from Tenant, all of the following information: (a) either (i) financial statements for the proposed assignee or subtenant for the past three (3) years prepared in accordance with generally accepted accounting principles and reviewed and certified by an independent certified public accountant, or (ii) federal tax returns for the proposed assignee or subtenant for the past three (3) years, or (iii) a TRW credit report or similar report on the proposed assignee or subtenant, (b) a detailed description of the business the assignee or subtenant intends to operate at the Premises, (c) the proposed effective date of the assignment or sublease, (d) a copy of the executed sublease or assignment agreement which includes all of the terms and conditions of the proposed assignment or sublease, (e) a detailed description of any ownership or commercial relationship between Tenant and the proposed assignee or subtenant and (f) a detailed description of any Alterations the proposed assignee or subtenant desires to make to the Premises. If the obligations of the proposed assignee or subtenant will be guaranteed by any person or entity, Tenant’s written request shall not be considered unreasonably withheld ifcomplete until the information described in (a), (b) and (c) of the previous sentence has been provided with respect to each proposed guarantor. A “Transfer” shall also include: (1i) the proposed transferee’s financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee if Tenant is a governmental organization corporation, and Tenant’s stock is not publicly traded over a recognized securities exchange, or present occupant Tenant is a partnership, limited liability company, or other entity, transfer of more than forty percent (40%) of the Propertyvoting stock of such corporation or forty percent (40%) of the voting interests in such partnership, limited liability company or Landlord is otherwise engaged in lease negotiations with other entity during the proposed transferee for other premises in the Property; (3) any uncured event term of default exists under this Lease (whether or not in one or more transfers, but excluding bona fide transfers not entered into for the purpose of evading this provision and constituting further equity investment in Tenant or transfers of not more than ten percent (10%) and not resulting in a condition exists which, with the passage change of time or giving of notice, would become an event of defaultcontrol); and (4ii) any portion the dissolution, merger or liquidation of the Building corporation or Premises would likely become subject to additional other entity, and (iii) the involvement by Tenant or different Laws as its assets in any transaction, or series of transactions (by way of merger, sale, acquisition, financing, refinancing, transfer, leveraged buy-out or otherwise) whether or not a consequence formal assignment or hypothecation of this Lease or Tenant’s assets occurs, which results or will result in a reduction of the proposed Transfer; “Net Worth” of Tenant (5as hereinafter defined), by an amount equal to or greater than twenty-five percent (25%) of such Net Worth of Tenant as it is represented to Landlord at the proposed transferee’s use time of the Premises conflicts with the Permitted Use or any exclusive usage rights granted to any other tenant in the Building; (6) the use, nature, business, activities or reputation in the business community of the proposed transferee (or its principals, employees or invitees) does not meet Landlord’s standards for Building tenants; (7) either the Transfer or any consideration payable to execution by Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any of its Affiliates. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Any attempted Transfer in violation of this Article is voidable at Landlord’s optionLease.

Landlord’s Consent Required. Subject to the remaining provisions of this Article 11, but notwithstanding anything to the contrary contained elsewhere in this Lease, Tenant shall not assign, transfer sublet, pledge, encumber, license or encumber hypothecate all or any part of this Lease or Tenant’s interest in this Lease (either absolutely or collaterally) or sublease or allow any third party to use any portion of the Premises (collectively provided the foregoing shall apply to Tenant’s leasehold interest only and not to equipment loans, drug licensing or individuallyother encumbrances or arrangements not attaching to the interest in the leasehold estate) or permit the assignment, disposition, transfer, acquisition, or issuance of direct or indirect ownership interests (whether stock, partnership or otherwise) in Tenant, to or by any person, entity, or group of related persons or affiliated entities, whether in a single transaction or in a series of related transactions, which results in such person, entity, or group holding (or assigning, transferring, disposing of, or selling) 50% or more of the aggregate ownership interests in Tenant outstanding immediately prior to such transaction or series of related transactions (collectively, “TransferAssignment” or “Assign”) without first procuring the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Without limitationLandlord’s disapproval of a proposed Assignment is deemed reasonable if the proposed Assignment, in Landlord’s reasonable determination, could jeopardize Landlord’s (or any of its owner’s) tax status (whether as a REIT, ERISA plan, or otherwise). Notwithstanding the foregoing, the parties acknowledge that Tenant is a publicly traded company and the sale of stock in Tenant which occurs over a public or private stock exchange is not within Tenant’s control and Landlord will not have any consent rights with respect to any such transfers or sale of stock. Notwithstanding any other provision of this Lease, Tenant agrees may, upon written notice to Landlord, but without obtaining Landlord’s consent, without constituting a default under this Lease, (a) assign this Lease or all or any portion of the Premises to (i) any parent or subsidiary entity of Tenant, (ii) any person or entity that acquires all or substantially all of Tenant’s assets or all or any portion of the capital stock or other ownership interest in Tenant, (iii) any entity with which Tenant merges or is consolidated, regardless of whether Tenant is the surviving entity, or (iv) any person or entity that acquires all or substantially all of the business or assets operated or located on the Premises; or (b) cause a sale or transfer of all or any portion of the capital stock or other ownership interests in Tenant (each successor entity, assignee, purchaser or subtenant in (a) or (b) being referred to herein as a “Permitted Assignee”) provided that effective no later than the assignment to the Permitted Assignee (if a full assignment rather than a mere sublease and not in the case where the Permitted Assignee is, by operation of law, the successor to Tenant), the original Tenant under this Lease execute a guaranty of all tenant obligations under this Lease substantially in the form of the attached Exhibit E. In addition, an Assignment shall not include, and Landlord’s consent shall not be considered unreasonably withheld if: (1) the proposed transfereerequired for, any sale or other transfer of Tenant’s financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee is a governmental organization or present occupant of the Property, or Landlord is otherwise engaged in lease negotiations with the proposed transferee for other premises in the Property; (3) any uncured event of default exists under this Lease capital stock (or other ownership interest if Tenant is not a condition exists whichcorporation) including, with the passage of time but not limited to, any sale or giving of notice, would become transfer by an event of default); (4) any portion of the Building or Premises would likely become subject to additional or different Laws as a consequence of the proposed Transfer; (5) the proposed transferee’s use of the Premises conflicts with the Permitted Use or any exclusive usage rights granted to any other tenant in the Building; (6) the use, nature, business, activities or reputation in the business community of the proposed transferee (or its principals, employees or invitees) does not meet Landlord’s standards for Building tenants; (7) either the Transfer or any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any of its Affiliates. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Any attempted Transfer in violation of this Article is voidable at Landlord’s optionexisting shareholder.

Landlord’s Consent Required. Subject to the remaining provisions of this Article 11, but notwithstanding anything Notwithstanding any provision herein to the contrary contained elsewhere in this Leaseor reference herein to concessionaires or subtenants or otherwise, Tenant agrees and covenants, which covenants shall not run for the term of this Lease and he binding upon the administrators of Tenant, that Tenant will not, either voluntarily or by operation of law, assign, sell, encumber, pledge or otherwise transfer all or encumber any interest in this Lease (either absolutely part of Tenant's leasehold estate hereunder, or collaterally) permit the Premises to be occupied by anyone. other than Tenant or sublease Tenant's employees, or allow any third party to use sublet the Premises or any portion of the Premises (collectively or individuallythereof, a “Transfer”) without the Landlord's prior written consent of Landlordin each instance, which consent shall not be unreasonably withheldwithhold No. Without limitationassignment, Tenant agrees that whether voluntary or involuntary, by operation of law, under legal process or proceedings, by receivership, in bankruptcy, or otherwise, and no subletting shall be valid or effective without such prior written consent and at Landlord’s consent 's election, shall constitute a default, To the extent not be considered unreasonably withheld if: prohibited by provisions of the Bankruptcy Code 11 U.S.C. Section 101, et seq., including Section 365(f)(1) thereof (1"Bankruptcy Code"), Tenant, on behalf of itself and its creditors, administrators and assigns, waives the applicability of Sections 541(c) and 365(e) of the Bankruptcy Code of 1978 unless the proposed transferee’s financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee is a governmental organization or present occupant assignee of the Property, or Trustee for the estate of the bankrupt meets Landlord's standard for consent as set forth in Paragraph 10.C hereof. Landlord is otherwise engaged has entered into this Lease with Tenant in lease negotiations order to obtain for the benefit of the Property the type and quality of Tenant's business for the purpose of maintaining a high quality tenant mix consistent with the proposed transferee for other premises first class shopping in the Property; (3) any uncured event Palm Desert area, the foregoing prohibition on assignment or subletting is expressly agreed to by Tenant in consideration for Landlord's agreement to enter into this Lease. Any person or entity to which this Lease is assigned pursuant to the provisions of default exists the Bankruptcy Code shall be of a type and quality consistent with said tenant mix and be deemed without further act or deed to have assumed all of the obligations arising under this Lease (or a condition exists whichon and after the date of such assignment. Any such assignee shall, with the passage of time or giving of noticeupon demand, would become an event of default); (4) any portion of the Building or Premises would likely become subject to additional or different Laws as a consequence of the proposed Transfer; (5) the proposed transferee’s use of the Premises conflicts with the Permitted Use or any exclusive usage rights granted to any other tenant in the Building; (6) the use, nature, business, activities or reputation in the business community of the proposed transferee (or its principals, employees or invitees) does not meet Landlord’s standards for Building tenants; (7) either the Transfer or any consideration payable execute and deliver to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any of its Affiliates. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer and Tenant’s sole remedy shall be an action to enforce any instrument confirming such provision through specific performance or declaratory judgment. Any attempted Transfer in violation of this Article is voidable at Landlord’s optionassumption.

Landlord’s Consent Required. Subject to the remaining provisions of this Article 11, but notwithstanding anything to the contrary contained elsewhere in this Lease, Tenant shall not voluntarily or by operation of law assign, transfer, hypothecate, mortgage, sublet, or otherwise transfer or encumber all or any part of Tenant's interest in this Lease (either absolutely or collaterally) or sublease or allow any third party to use any portion of in the Premises (hereinafter collectively or individuallya "Transfer"), a “Transfer”) without the Landlord's prior written consent of Landlordconsent, which consent shall not be unreasonably withheld. Without limitationLandlord shall respond to Tenant's written request for consent hereunder within thirty (30) days after Landlord's receipt of the written request from Tenant. Any attempted Transfer without such consent shall be void and shall constitute a material default and breach of this Lease. Tenant's written request for Landlord's consent shall include, and Landlord's thirty (30) day response period referred to above shall not commence, unless and until Landlord has received from Tenant, all of the following information: (a) financial statements for the proposed assignee or subtenant for the past three (3) years prepared in accordance with generally accepted accounting principles, (b) federal tax returns for the proposed assignee or subtenant for the past three (3) years, (c) a TRW credit report or similar report on the proposed assignee or subtenant, (d) a detailed description of the business the assignee or subtenant intends to operate at the Premises, (e) the proposed effective date of the assignment or sublease, (f) a copy of the proposed sublease or assignment agreement which includes all of the terms and conditions of the proposed assignment or sublease, and (g) a detailed description of any ownership or commercial relationship between Tenant agrees that Landlord’s consent and the proposed assignee or subtenant. Tenant shall have no obligation to deliver the information described in subparagraph (a) or (b) above in the case of a sublet. If the obligations of the proposed assignee or subtenant will be guaranteed by any person or entity, Tenant's written request shall not be considered unreasonably withheld if: complete until the information described in (1a), (b) and (c) of the previous sentence has been provided with respect to each proposed transferee’s financial condition does not meet guarantor. "Transfer" shall also include the criteria Landlord uses to select Building tenants having similar leasehold obligations; transfer (2a) the proposed transferee if Tenant is a governmental organization or present occupant corporation, and Tenant's stock is not publicly traded over a recognized securities exchange, of more than twenty five percent (25%) of the Property, or Landlord is otherwise engaged in lease negotiations with voting stock of such corporation during the proposed transferee for other premises in the Property; (3) any uncured event Term of default exists under this Lease (whether or a condition exists which, with not in one or more transfers) or the passage of time dissolution or giving of notice, would become an event of default); (4) any portion merger of the Building corporation, or Premises would likely become subject to additional (b) if Tenant is a partnership or different Laws as a consequence other entity, of more than twenty five percent (25%) of the proposed Transfer; profit and loss participation in such partnership or entity during the Term of this Lease (5whether or not in one or more transfers) or the proposed transferee’s use dissolution or liquidation of the Premises conflicts with the Permitted Use or any exclusive usage rights granted to any other tenant in the Building; (6) the use, nature, business, activities or reputation in the business community of the proposed transferee (or its principals, employees or invitees) does not meet Landlord’s standards for Building tenants; (7) either the Transfer or any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any of its Affiliatespartnership. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Any attempted Transfer in violation of this Article is voidable at Landlord’s option.SEE ADDENDUM PARAGRAPH 13

Landlord’s Consent Required. Subject to the remaining provisions of this Article 11, but notwithstanding anything to the contrary contained elsewhere in this Lease, Tenant shall not assign, transfer mortgage, pledge, hypothecate or encumber this Lease or any interest therein, or sublet or license, or in any other manner transfer all or any part of Tenant’s interest under this Lease (either absolutely or collaterally) or sublease or allow any third party to use any portion of the Premises (collectively or individually, each and all a “Transfer”) ), without the prior written consent of Landlord, which consent (subject to the other provisions of this Section 14) shall not be unreasonably withheld, conditioned or delayed. Without limitationIf Tenant is a non-publicly traded corporation, any sale or other transfer, including any consolidation, merger or reorganizations, of the majority of the voting stock of Tenant issued and outstanding at any given time during the Term of this Lease or any sale or other transfer of a majority of the partnership interest in Tenant, if Tenant is a partnership, shall constitute an assignment for purposes of this Lease. Notwithstanding anything to the contrary contained in this Lease, Tenant agrees that may assign this Lease or may sublet the Premises without Landlord’s consent shall not be considered unreasonably withheld if: (1) the proposed transfereefor any use permitted under this Lease, without Landlord’s financial condition does not meet the criteria Landlord uses consent, to select Building tenants having similar leasehold obligations; (2) the proposed transferee any corporation or other entity which controls, is controlled by, or is under common control with Tenant, or to any corporation or other entity resulting from a governmental organization merger, reorganization or present occupant consolidation with Tenant, or to any person or entity which acquires controlling interest in Tenant’s stock or substantially all of the Propertyassets of Tenant as going concern (collectively, or Landlord is otherwise engaged an “Affiliate”), provided that the Affiliate assumes in lease negotiations with the proposed transferee for other premises in the Property; (3) any uncured event writing all of default exists Tenant’s obligations under this Lease (and that Tenant gives Landlord such reasonable information as Landlord shall reasonably request regarding the Affiliate. Notwithstanding any provision in this Lease to the contrary, Tenant shall not mortgage, pledge, hypothecate or a condition exists which, with the passage of time otherwise encumber all or giving of notice, would become an event of default); (4) any portion of the Building or Premises would likely become subject to additional or different Laws as a consequence of the proposed Transfer; (5) the proposed transferee’s use of the Premises conflicts with the Permitted Use or any exclusive usage rights granted to any other tenant in the Building; (6) the use, nature, business, activities or reputation in the business community of the proposed transferee (or its principals, employees or invitees) does not meet Landlord’s standards for Building tenants; (7) either the Transfer or any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any of its Affiliates. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Any attempted Transfer in violation of interest under this Article is voidable at Landlord’s optionLease.

Landlord’s Consent Required. Subject to the remaining provisions of this Article 11, but notwithstanding anything to the contrary contained elsewhere in this Lease, Tenant shall not either voluntarily or by operation of law, assign, transfer mortgage, pledge, hypothecate or encumber this Lease or the leasehold interest created hereby or any interest in this Lease (either absolutely herein, or collaterally) sublet the Premises or sublease any portion thereof, or allow any third party to license the use of all or any portion of the Premises or permit any other person to occupy or use the Premises or any portion thereof (collectively or individually, referred to herein as a “Transfer”) ), without the prior written consent of LandlordLandlord first had and obtained, which consent shall not be unreasonably withheld. Without limitation, Tenant agrees that Landlord’s consent shall not be considered unreasonably withheld ifand which is subject to the following conditions: (1) the proposed transferee’s financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee is a governmental organization or present occupant of the Property, or Landlord is otherwise engaged in lease negotiations with the proposed transferee for other premises in the Property; (3) any uncured event of default exists under this Lease (or a condition exists which, with the passage of time or giving of notice, would become an event of default); (4) any portion of the Building or Premises would likely become subject to additional or different Laws as a consequence of the proposed Transfer; (5i) the proposed transferee’s use of the Premises conflicts must be consistent with Articles 6 and 7 hereof; (ii) in Landlord’s reasonable business judgment, the Permitted Use proposed transferee must have sufficient business reputation and experience to operate a successful business of the type and quality permitted under this Lease; (iii) in Landlord’s reasonable business judgment, any percentage rent paid under this Lease that Landmark National Bank Initials [ILLEGIBLE] Office Lease [ILLEGIBLE] 30182-00001 / 1798316.8 [Word] 1/7/03 Landlord would reasonably anticipate receiving from the proposed transferee must not be less than the percentage rent that Landlord has received from Tenant; (iv) the proposed Transfer must not breach any covenant of Landlord respecting radius, business location, use or exclusivity in any other lease, financing agreement or any exclusive usage rights granted other agreement relating to any other the Project or, in Landlord’s reasonable business judgment, create a tenant in the Buildingmix concern; (6v) the use, nature, business, activities or reputation in the business community net worth of the proposed transferee must not be less than the lesser of (or its principalsa) the current net worth of Tenant, employees or inviteesand (b) does not meet Landlord’s standards the amount equal to twice the remaining payments of Minimum Monthly Rent for Building tenantsthe balance of the then existing Term at the time of such Transfer; (7vi) either seventy-five percent (75%) of any profit received by the Transfer Tenant from the proposed Transfer, whether during or any consideration payable after the Lease Term, shall be paid to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliateswhen received; or and (8) vii) the proposed transferee is or has been involved in litigation with Landlord or any of its Affiliates. Tenant shall must not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Any attempted Transfer existing tenant in violation of this Article is voidable at Landlord’s optionthe Project.

Landlord’s Consent Required. Subject Tenant shall not voluntarily or by operation of law assign, transfer, hypothecate, mortgage, sublet, or otherwise transfer or encumber all or any part of Tenant's interest in this Lease or in the Premises (hereinafter collectively a "Transfer"), without Landlord's prior written consent, which shall not be unreasonably withheld, Landlord shall respond to Tenant's written request for consent hereunder within thirty (30) days after Landlord's receipt of the written request from Tenant. Any attempted Transfer without such consent shall be void and shall constitute a material default and breach of this Lease. Tenant's written request for Landlord's consent shall include, and Landlord's thirty (30) day response period referred to above shall not commence, unless and until Landlord has received from Tenant, all of the following information: (a) financial statements for the proposed assignee or subtenant for the past three (3) years prepared in accordance with generally accepted accounting principles, (b) federal tax returns for the proposed assignee or subtenant for the past three (3) years, (c) a TRW credit report or similar report on the proposed assignee or subtenant, (d) a detailed description of the business the assignee or subtenant intends to operate at the Premises, (e) the proposed effective date of the assignment or sublease, (f) a copy of the proposed sublease or assignment agreement which includes all of the terms and conditions of the proposed assignment or sublease, (g) a detailed description of any ownership or commercial relationship between Tenant and the proposed assignee or subtenant and (h) a detailed description of any Alterations the proposed assignee or subtenant desires to make to the remaining provisions Premises. If the obligations of the proposed assignee or subtenant will be guaranteed by any person or entity, Tenant's written request shall not be considered complete until the information described in (a), (b) and (c) of the previous sentence has been provided with respect to each proposed guarantor. "Transfer" shall also include the transfer (a) if Tenant is a corporation, and Tenant's stock is not publicly traded over a recognized securities exchange, of more than fifty percent (50%) of the voting stock of such corporation during the term of this Article 11Lease (whether or not in one or more transfers) or the dissolution, but notwithstanding anything to merger or liquidation of the contrary contained elsewhere corporation, or (b) if Tenant is a partnership, limited liability company, limited liability partnership or other `entity, of more than twenty five percent (25%) of the profit and loss participation in such partnership or entity during the term of this LeaseLease (whether or not in one or more transfers) or the dissolution, merger or liquidation of the partnership, limited liability company, limited liability partnership or other entity. If Tenant is a limited or general partnership (or is comprised of two or more persons, individually or as co-partners), Tenant shall not assignbe entitled to change or convert to (i) a limited liability company, transfer (ii) a limited liability partnership or encumber (iii) any interest in this Lease (either absolutely or collaterally) or sublease or allow any third party to use any portion other entity which possesses the characteristics of the Premises (collectively or individually, a “Transfer”) limited liability without the prior written consent of Landlord, which consent may be given or withheld in Landlord's sole discretion. Tenant's sole remedy in the event that Landlord shall not wrongfully withhold consent to or disapprove any assignment or sublease shall be unreasonably withheldto obtain an order by a court of competent jurisdiction that Landlord grant such consent; in no event shall Landlord be liable for damages with respect to its granting or withholding consent to any proposed assignment or sublease. Without limitation, Tenant agrees that Landlord’s consent If Landlord shall not be considered unreasonably withheld if: (1) exercise any option to recapture the proposed transferee’s financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee is a governmental organization or present occupant of the PropertyPremises, or Landlord is otherwise engaged in lease negotiations with the proposed transferee shall deny a request for other premises in the Property; (3) any uncured event of default exists under this Lease (or a condition exists which, with the passage of time or giving of notice, would become an event of default); (4) any portion of the Building or Premises would likely become subject to additional or different Laws as a consequence of the proposed Transfer; (5) the proposed transferee’s use of the Premises conflicts with the Permitted Use or any exclusive usage rights granted to any other tenant in the Building; (6) the use, nature, business, activities or reputation in the business community of the proposed transferee (or its principals, employees or invitees) does not meet Landlord’s standards for Building tenants; (7) either the Transfer or any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any of its Affiliates. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer assignment or sublease, Tenant shall indemnify, defend and Tenant’s sole remedy shall hold Landlord harmless from and against any and all losses, liabilities, damages, costs and claims that may be an action to enforce made against Landlord by the proposed assignee or subtenant, or by any such provision through specific performance brokers or declaratory judgment. Any attempted Transfer other persons claiming a commission or similar compensation in violation of this Article is voidable at Landlord’s optionconnection with the proposed assignment or sublease.

Landlord’s Consent Required. Subject to the remaining provisions of this Article 11Except for cosmetic alterations such as painting, but notwithstanding anything to the contrary contained elsewhere in this Leasewhich shall not require Landlord’s consent, Tenant shall not assignmake or permit to be made any alterations, transfer additions or encumber any interest in this Lease (either absolutely or collaterally) or sublease or allow any third party improvements to use any portion of the Premises (collectively or individuallyany part thereof, a “Transfer”) without the obtaining Landlord's prior written consent of Landlordconsent, which consent shall not be unreasonably withheld. Without limitation, Tenant agrees that Landlord’s consent shall not be considered unreasonably withheld if: (1) unless the proposed transferee’s financial condition does not meet alterations affect the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee is a governmental organization or present occupant of the Property, or Landlord is otherwise engaged in lease negotiations with the proposed transferee for other premises in the Property; (3) any uncured event of default exists under this Lease (or a condition exists which, with the passage of time or giving of notice, would become an event of default); (4) any portion exterior appearance of the Building or the structure or Building systems. When applying for such consent, Tenant shall, if required by Landlord, furnish complete plans and specifications for such alterations, additions or improvements. All alterations, additions or improvements to the Premises would likely become subject shall be performed by contractors selected and supervised by Landlord for Tenant's account and at Tenant's sole cost and expense. Within ten (10) days after receipt of a written statement from Landlord, Tenant shall reimburse Landlord for all costs arising in connection with Landlord's review of plans and specifications 12 EXHIBIT 10.1 and supervision of contractors. Landlord shall have the right to additional require that any contractor performing alterations, improvements or different Laws as additions to the Premises shall, prior to commencement of any work, provide Landlord with a consequence performance bond and labor and materials payment bond in the amount of the proposed Transfer; contract price for the work, naming Landlord and Tenant (5and any other persons designated by Landlord as co-obligees.) All alterations, additions, fixtures and improvements, including without limitation all improvements made pursuant to Section 7, whether temporary or permanent in character, made in or upon the proposed transferee’s use Premises either by Landlord or Tenant, shall at once belong to Landlord and become part of the Premises conflicts with and shall remain on the Permitted Use or Premises without compensation of any exclusive usage rights granted kind to any other tenant in the Building; (6) the use, nature, business, activities or reputation in the business community of the proposed transferee (or its principals, employees or invitees) does not meet Landlord’s standards for Building tenants; (7) either the Transfer or any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any of its AffiliatesTenant. Tenant shall not be entitled carry insurance as required by Section 15 covering any improvements, alterations or additions to receive monetary damages based upon a claim the Premises made by Tenant under the provisions of this Section 11, it being understood and agreed that Landlord unreasonably withheld its consent to a proposed Transfer and Tenant’s sole remedy none of such alterations, additions or improvements shall be an action insured by Landlord nor shall Landlord be required under any provision for reconstruction to enforce repair, reconstruct or reinstall any such provision through specific performance alterations, additions or declaratory judgmentimprovements. Any attempted Transfer in violation Movable furniture and equipment which are removable without material damage to the Building or the Premises shall remain the property of this Article is voidable at Landlord’s option.Tenant. 11.2

Landlord’s Consent Required. Subject to the remaining provisions of this Article 11, but notwithstanding anything to the contrary contained elsewhere in this Lease, (a) Tenant shall not assign, transfer or encumber any interest in pledge this Lease (either absolutely or collaterally) sublet the Premises or sublease any part or allow interest thereof, or grant any third party to license or concession or permit the use any portion or occupancy of the Premises or any part thereof by anyone other than Tenant, or suffer or permit any such assignment, transfer, pledge, license, concession, subleasing or occupancy (collectively or individuallyeach, a “Transfer”), in each case whether directly or indirectly, voluntarily or by operation of law, without Landlord’s prior written consent in each instance, except as expressly provided herein. At least 20 business days prior to the anticipated effective date of a proposed Transfer, Tenant shall give Landlord written notice together with all information reasonably requested by Landlord to address Landlord’s decision criteria specified hereinafter, including, without limitation, a written description of all terms and conditions of the proposed Transfer, of all consideration therefor, copies of the proposed documentation effecting such Transfer, and any information requested by Landlord relating to the proposed transferee, its proposed use of the Premises (including, without limitation, any proposed use of Hazardous Substances), and credit information (collectively, the “Transfer Notice”). Landlord shall notify Tenant in writing, within 10 business days after receipt of the Transfer Notice, that Landlord elects either: (i) without to terminate this Lease as to the space so affected as of the date such transfer is proposed to be effective (or if no date is proposed, within 60 days after Landlord’s receipt of the Transfer Notice); or (ii) to consent to the proposed Transfer, subject, however, to Landlord’s prior written consent of the proposed assignee or subtenant and of any related documents or agreements associated with the proposed Transfer as provided herein. Notwithstanding the foregoing, Landlord shall only have the option to terminate this Lease in accordance with clause (i) above in the event of any proposed assignment of this Lease (other than a Permitted Transfer pursuant to Section 17.5 below) or in the event that the proposed Transfer is a sublease that would result in 50% or more of the rentable square footage of the Premises being subject to the Transfer. If Landlord should fail to notify Tenant in writing of such election within said period, Landlord shall be deemed to have waived option (i) above, but written consent by Landlord shall still be required. If Landlord does not exercise option (i) above, Landlord, which ’s consent to a proposed Transfer shall not be unreasonably withheld. Without limitationConsent to any Transfer shall not constitute consent to any subsequent Transfer. Notwithstanding the above, Tenant agrees that Tenant, within 5 days after receipt of Landlord’s notice of intent to terminate, may withdraw its request for consent shall not be considered unreasonably withheld if: (1) to the proposed transferee’s financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee is a governmental organization or present occupant of the PropertyTransfer. In that event, or Landlord is otherwise engaged in lease negotiations with the proposed transferee for other premises in the Property; (3) any uncured event of default exists under this Lease (or a condition exists which, with the passage of time or giving of notice, would become an event of default); (4) any portion of the Building or Premises would likely become subject to additional or different Laws as a consequence of the proposed Transfer; (5) the proposed transferee’s use of the Premises conflicts with the Permitted Use or any exclusive usage rights granted to any other tenant in the Building; (6) the use, nature, business, activities or reputation in the business community of the proposed transferee (or its principals, employees or invitees) does not meet Landlord’s standards for Building tenants; (7) either election to terminate the Transfer or any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any of its Affiliates. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer and Tenant’s sole remedy Lease shall be an action to enforce any such provision through specific performance or declaratory judgment. Any attempted Transfer in violation null and void and of this Article is voidable at Landlord’s optionno force and effect.

Landlord’s Consent Required. Subject to the remaining provisions of this Article 11, but notwithstanding anything to the contrary contained elsewhere in this Lease, Tenant shall not voluntarily assign, transfer, hypothecate, mortgage, sublet, or otherwise transfer or encumber all or any part of Tenant’s interest in this Lease (either absolutely or collaterally) or sublease or allow any third party to use any portion of in the Premises (hereinafter collectively or individually, a “Transfer”) ), without the Landlord’s prior written consent of Landlordconsent, which consent shall not be unreasonably withheld. Without limitation, Tenant agrees that Landlord shall respond to Tenant’s written request for consent hereunder within thirty (30) days after Landlord’s receipt of the written request from Tenant. Any attempted Transfer without such consent shall be void and shall constitute a material default and breach of this Lease. Tenant’s written request for Landlord’s consent shall include, and Landlord’s thirty (30) day response period referred to above shall not commence, unless and until Landlord has received from Tenant, all of the following information: (a) financial statements for the proposed assignee or subtenant for the past three (3) years prepared in accordance with generally accepted accounting principles, (b) federal tax returns for the proposed assignee or subtenant for the past three (3) years, (c) a TRW credit report or similar report on the proposed assignee or subtenant, (d) a detailed description of the business the assignee or subtenant intends to operate at the Premises, (d) the proposed effective date of the assignment or sublease, (f) a copy of the proposed sublease or assignment agreement which includes all of the terms and conditions of the proposed assignment or sublease, (g) a detailed description of any ownership or commercial relationship between Tenant and the proposed assignee or subtenant and (h) a detailed description of any Alterations the proposed assignee or subtenant desires to make to the Premises. If the obligations of the proposed assignee or subtenant will be guaranteed by any person or entity, Tenant’s written request shall not be considered unreasonably withheld if: complete until the information described in (1a), (b) and (c) of the previous sentence has been provided with respect to each proposed transferee’s financial condition does not meet guarantor. “Transfer” shall also include the criteria Landlord uses to select Building tenants having similar leasehold obligations; transfer (2a) the proposed transferee if Tenant is a governmental organization or present occupant corporation, and Tenant’s stock is not publicly traded over a recognized securities exchange, of more than fifty percent (50%) of the Property, or Landlord is otherwise engaged in lease negotiations with voting stock of such corporation during the proposed transferee for other premises in the Property; (3) any uncured event term of default exists under this Lease (whether or a condition exists whichnot in one or more transfers) or the dissolution, with the passage of time merger or giving of notice, would become an event of default); (4) any portion liquidation of the Building corporation, or Premises would likely become subject to additional (b) if Tenant is a partnership or different Laws as a consequence other entity, of more than fifty percent (50%) of the proposed Transfer; profit and loss participation in such partnership or entity during the term of this Lease (5whether or not in one or more transfers) or the proposed transferee’s use dissolution, merger or liquidation of the Premises conflicts partnership. Tenant’s sole remedy in the event that Landlord shall wrongfully withhold consent to or disapprove any assignment or sublease shall be to obtain an order by a court of competent jurisdiction that Landlord grant such consent; in no event shall Landlord be liable for damages with the Permitted Use respect to its granting or any exclusive usage rights granted withholding consent to any other tenant in proposed assignment or sublease. If Landlord shall exercise any option to recapture the Building; (6) the usePremises, nature, business, activities or reputation in the business community of the proposed transferee (or its principals, employees or invitees) does not meet Landlord’s standards shall deny a request for Building tenants; (7) either the Transfer or any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any of its Affiliates. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer assignment or sublease, Tenant shall indemnify, defend and Tenant’s sole remedy hold Landlord harmless from and against any and all losses, liabilities, damages, costs and claims that may be made against Landlord by the proposed assignee or subtenant, or by any brokers or other persons claiming a commission or similar compensation in connection with the proposed assignment or sublease; provided, however, this indemnity shall be an action not apply to enforce any such provision through specific performance the gross negligence or declaratory judgment. Any attempted Transfer in violation willful misconduct of this Article is voidable at Landlord’s option.

Landlord’s Consent Required. Subject to the remaining provisions of this Article 11, but notwithstanding anything to the contrary contained elsewhere in The Tenant shall not assign this Lease, Tenant shall not assignin whole or in part, transfer nor sublet all or encumber any interest in this Lease (either absolutely part of the Premises, nor license concessions or collaterally) lease departments therein, nor otherwise permit any other person to occupy or sublease or allow any third party to use any portion of the Premises (collectively or individuallycollectively, a “Transfer”) ), without in each instance first obtaining the prior written consent of the Landlord, which consent shall may not be unreasonably withheld, conditioned or delayed, provided said assignee or subtenant agrees in writing in a form reasonably acceptable to the Landlord to be bound by all of the terms and conditions of this Lease and Tenant is not in default under the terms and provisions of this Lease beyond any applicable notice and cure period. Without limitationIn addition, the assignee must satisfy all of the following conditions: (i) the assignee must have the financial ability to meet all obligations under this Lease; (ii) such transfer does not adversely affect the quality and type of business operation which Tenant has conducted theretofore; (iii) such transferee shall possess qualifications for the Tenant’s business substantially equivalent to those of Tenant and shall have demonstrated recognized experience in successfully operating a similar business; (iv) such transferee shall continue to operate the business conducted in the Premises pursuant to all of the provisions of the Lease; and (v) Tenant shall provide Landlord with a copy of such assumption/transfer document. Notwithstanding the foregoing, Tenant agrees that shall have the right without Landlord’s prior written consent shall not be considered unreasonably withheld if: (1but with at least fifteen (15) the proposed transferee’s financial condition does not meet the criteria Landlord uses days prior written notice to select Building tenants having similar leasehold obligations; (2Landlord) the proposed transferee is a governmental organization or present occupant of the Property, or Landlord is otherwise engaged in lease negotiations with the proposed transferee for other premises in the Property; (3) any uncured event of default exists under to assign this Lease (or a condition exists which, with the passage of time sublet all or giving of notice, would become an event of default); (4) any portion of the Building or Premises would likely become subject to additional or different Laws as a consequence of the proposed Transfer; (5) the proposed transferee’s use part of the Premises conflicts with the Permitted Use or any exclusive usage rights granted to any other tenant in parent, subsidiary, or affiliate corporation. Consent by the Building; (6) the use, nature, business, activities or reputation in the business community of the proposed transferee (or its principals, employees or invitees) does not meet Landlord’s standards for Building tenants; (7) either the Transfer or Landlord to any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any of its Affiliates. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Any attempted Transfer in violation of this Article is voidable at Landlord’s option.assignment,

Landlord’s Consent Required. Subject At the time Tenant notifies Landlord that it wishes to the remaining provisions of this Article 11commence improvements, but notwithstanding anything to the contrary contained elsewhere in this Lease, Landlord and Tenant shall not assign, transfer or encumber perform their respective obligations with respect to design and construction of any interest improvements to be constructed and installed in the original Premises described in this Lease (the "Tenant Improvements") as provided in the Tenant Improvement Rider attached hereto and incorporated herein as Exhibit C. In no event will Tenant be permitted to make any Alterations involving either absolutely (a) the structural, mechanical, electrical, plumbing, fire/life safety or collaterally) or sublease or allow any third party to use any portion heating, ventilating and air conditioning systems of the Premises Building or (collectively or individually, a “Transfer”) without the prior written consent of Landlord, which consent shall not be unreasonably withheld. Without limitation, Tenant agrees that Landlord’s consent shall not be considered unreasonably withheld if: (1) the proposed transferee’s financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee is a governmental organization or present occupant of the Property, or Landlord is otherwise engaged in lease negotiations with the proposed transferee for other premises in the Property; (3) any uncured event of default exists under this Lease (or a condition exists which, with the passage of time or giving of notice, would become an event of default); (4b) any portion of the Project outside the interior of the Premises. Except for any Tenant Improvements to be constructed by Tenant as provided in the Tenant Improvement Rider, subject to the following sentence, Tenant shall not make any alterations, improvements or changes to the Premises, including installation of any security system or telephone or data communication wiring (collectively, "Alterations"), without Landlord's prior written consent, which consent Landlord will not unreasonably withhold, condition or delay. Notwithstanding the foregoing, without Landlord's consent (but only upon prior written notice to Landlord), Tenant may make nonstructural alterations which do not affect or otherwise interfere with any portion of the Building Systems, including, but not limited to, mechanical, electrical, plumbing, fire/life safety or heating, ventilating and air conditioning systems of the Building, and which cost not more than Fifty Thousand Dollars ($50,000.00) per occurrence ("Permitted Alterations"). All Alterations and Permitted Alterations shall be completed by Tenant at Tenant's sole cost and expense, with due diligence, in a good and workmanlike manner, using new materials; in compliance with plans and specifications previously approved in writing by Landlord, as applicable; in compliance with construction rules and regulations promulgated by Landlord from time to time; in accordance with all applicable Laws (including all work, whether structural or non-structural, inside or outside the Premises, required to comply fully with all applicable Laws and necessitated by Tenant's work); and subject to all conditions which Landlord may in the exercise of Landlord's commercially reasonably judgment impose. Such conditions may include requirements for Tenant to: provide payment or performance bonds or additional insurance (from Tenant or Tenant's contractors, subcontractors or design professionals) for those Alterations costing more than One Hundred Thousand Dollars ($100,000.00) per occurrence; use contractors or subcontractors designated by Landlord (provided that their charges are comparable to those charged by other similarly qualified contractors and subcontractors); and remove all or part of the Alterations and Permitted Alterations prior to or upon expiration or termination of the Term (unless Tenant, at the time Tenant requests Landlord's consent to such Alterations (or, with respect to Permitted Alterations, at the time Tenant provides Landlord with written notice of Tenant's intent to install such Permitted Alterations), requests in writing whether Landlord will require Tenant to remove such Alterations or Permitted Alterations, as applicable, on or before the expiration or sooner termination of the Lease, and Landlord, in Landlord's sole and absolute discretion, responds to Tenant in writing stipulating that Tenant will not be required to so remove such Alterations or Permitted Alterations, as applicable, on or before the expiration or sooner termination of the Lease). If any work outside the Premises, or any work on or adjustment to any of the Building Systems, is required in connection with or as a result of any Alterations performed by Tenant, such work shall be performed by Landlord at Tenant's sole cost and expense and paid as Additional Rent within thirty (30) days after demand by Landlord. In addition to the foregoing obligations of Tenant, if any governmental authority requires any Alteration to the Building or the Premises would likely become subject to additional or different Laws as a consequence result of the proposed Transfer; (5) the proposed transferee’s Tenant's particular use of the Premises conflicts or as a result of any Alteration to the Premises made by or on behalf of Tenant or if Tenant's particular use of the Premises subjects Landlord or the Project to any obligation under any Laws, Tenant will pay, as Additional Rent, the cost of all such Alterations or the cost of compliance, as the case may be. If any such Alterations affect the HVAC system, the Building Systems or the structural components of the Building (collectively, "Structural Alterations"), Landlord will make the Structural Alterations, provided that Landlord may first require Tenant to deposit with Landlord an amount sufficient to pay the cost of the Structural Alterations (including, without limitation, reasonable overhead and administrative costs). If the Alterations are not Structural Alterations, Tenant will make the Alterations at Tenant's sole cost and expense in accordance with the Permitted Use or any exclusive usage rights granted provisions of this Lease. Landlord's right to any other tenant in the Building; (6) the use, nature, business, activities or reputation in the business community of the proposed transferee review and approve (or its principalswithhold approval of) Tenant's plans, employees drawings, specifications, contractor(s) and other aspects of construction work proposed by Tenant is intended solely to protect Landlord, the Project and Landlord's interests. No approval or invitees) does not meet Landlord’s standards for Building tenants; (7) either the Transfer or any consideration payable to consent by Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any of its Affiliates. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer and Tenant’s sole remedy shall be an action deemed or construed to enforce any such provision through specific performance be a representation or declaratory judgment. Any attempted Transfer in violation of this Article is voidable at Landlord’s optionwarranty by Landlord as to the adequacy, sufficiency, fitness or suitability thereof or compliance thereof with applicable Laws or other requirements.

Landlord’s Consent Required. Subject to the remaining provisions of this Article 11, but notwithstanding anything to the contrary contained elsewhere in this Lease, Tenant shall not voluntarily or by operation of law assign, transfer, hypothecate, mortgage, sublet, or otherwise transfer or encumber all or any part of Tenant's interest in this Lease (either absolutely or collaterally) or sublease or allow any third party to use any portion of in the Premises (hereinafter collectively or individuallya "Transfer"), a “Transfer”) without the Landlord's prior written consent of Landlordconsent, which consent shall not be unreasonably withheld. Without limitationLandlord shall respond to Tenant's written request for consent hereunder within thirty (30) days after Landlord's receipt of the written request from Tenant. Any attempted Transfer without such consent shall be void and shall constitute a material default and breach of this Lease. Tenant's written request for Landlord's consent shall include, and Landlord's thirty (30) day response period referred to above shall not commence, unless and until Landlord has received from Tenant, all of the following information: (a) financial statements for the proposed assignee or subtenant for the past three (3) years prepared in accordance with generally accepted accounting principles, (b) federal tax returns for the proposed assignee or subtenant for the past three (3) years, (c) a TRW credit report or similar report on the proposed assignee or subtenant, (d) a detailed description of the business the assignee or subtenant intends to operate at the Premises, (e) the proposed effective date of the assignment or sublease, (f) a copy of the proposed sublease or assignment agreement which includes all of the terms and conditions of the proposed assignment or sublease, and (g) a detailed description of any ownership or commercial relationship between Tenant agrees that Landlord’s consent and the proposed assignee or subtenant. If the obligations of the proposed assignee or subtenant will be guaranteed by any person or entity, Tenant's written request shall not be considered unreasonably withheld if: complete until the information described in (1a), (b) and (c) of the previous sentence has been provided with respect to each proposed transferee’s financial condition does not meet guarantor. "Transfer" shall also include the criteria Landlord uses to select Building tenants having similar leasehold obligations; transfer (2a) the proposed transferee if Tenant is a governmental organization or present occupant corporation, and Tenant's stock is not publicly traded over a recognized securities exchange, of more than twenty five percent (25%) of the Property, or Landlord is otherwise engaged in lease negotiations with voting stock of such corporation during the proposed transferee for other premises in the Property; (3) any uncured event Term of default exists under this Lease (whether or a condition exists which, with not in one or more transfers) or the passage of time dissolution or giving of notice, would become an event of default); (4) any portion merger of the Building corporation, or Premises would likely become subject to additional (b) if Tenant is a partnership or different Laws as a consequence other entity, of more than twenty five percent (25%) of the proposed Transfer; profit and loss participation in such partnership or entity during the Term of this Lease (5whether or not in one or more transfers) or the proposed transferee’s use dissolution or liquidation of the Premises conflicts with the Permitted Use or any exclusive usage rights granted to any other tenant in the Building; (6) the use, nature, business, activities or reputation in the business community of the proposed transferee (or its principals, employees or invitees) does not meet Landlord’s standards for Building tenants; (7) either the Transfer or any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any of its Affiliatespartnership. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Any attempted Transfer in violation of this Article is voidable at Landlord’s option.SEE ADDENDUM PARAGRAPH 11

Landlord’s Consent Required. Subject to the remaining provisions of this Article 11, but notwithstanding anything to the contrary contained elsewhere in this Lease, except for Permitted Transfers, Tenant shall not assign, transfer or encumber any interest in this Lease (either absolutely or collaterally) or sublease or allow any third party to use any portion of the Premises (collectively or individually, a “Transfer”) without the prior written consent of Landlord, which consent . Landlord shall not be unreasonably withheldwithhold, condition or delay its consent to a Transfer (other than a collateral assignment). Without limitation, Tenant agrees that Landlord’s consent shall not be considered unreasonably withheld if: (1) the proposed transferee’s financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) the 1)the proposed transferee is a governmental organization or present occupant of the Propertyorganization, or Landlord is otherwise actively engaged in lease negotiations with the proposed transferee for other premises in the Property; (32) any uncured event of default exists under this Lease (or a condition exists which, with the passage of time or giving of notice, would become an event of default)Lease; (43) any portion of the Building or Premises would likely become subject to additional or different Laws as a consequence of the proposed Transfer; (54) the proposed transferee’s use of the Premises conflicts with the Permitted Use or any exclusive usage rights granted to any other tenant in the Building; (65) the use, nature, business, activities or reputation in the business community of the proposed transferee (or its principals, employees or invitees) does not meet Landlord’s standards for Building tenants; (76) either the Transfer or any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any of its Affiliates. Tenant shall ; (7) the character of the business to be conducted within the Premises by the proposed subtenant or assignee is likely to substantially increase the expenses or costs of providing Building services, or the burden on parking, existing janitorial services or elevators in the Building, or (8) the proposed transferee’s financial condition does not be entitled meet the criteria Landlord uses to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgmentselect Building tenants having similar leasehold obligations. Any attempted Transfer in violation of this Article is voidable at Landlord’s option.

Landlord’s Consent Required. Subject to the remaining provisions of this Article 11, but notwithstanding anything to the contrary contained elsewhere in this Lease, Tenant shall not assign, transfer sublet, pledge, encumber, license or encumber hypothecate all or any part of this Lease or Tenant’s interest in this Lease (either absolutely or collaterally) or sublease or allow any third party to use any portion of the Premises (collectively provided the foregoing shall apply to Tenant’s leasehold interest only and not to equipment loans, drug licensing or individuallyother encumbrances or arrangements not attaching to the interest in the leasehold estate) or permit the assignment, disposition, transfer, acquisition, or issuance of direct or indirect ownership interests (whether stock, partnership or otherwise) in Tenant, to or by any person, entity, or group of related persons or affiliated entities, whether in a single transaction or in a series of related transactions, which results in such person, entity, or group holding (or assigning, transferring, disposing of, or selling) 50% or more of the aggregate ownership interests in Tenant outstanding immediately prior to such transaction or series of related transactions (collectively, “TransferAssignment” or “Assign”) without first procuring the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Without limitationLandlord’s disapproval of a proposed Assignment is deemed reasonable if the proposed Assignment, in Landlord’s reasonable determination, could jeopardize Landlord’s (or any of its owner’s) tax status (whether as a REIT, ERISA plan, or otherwise). Notwithstanding the foregoing, the parties acknowledge that Tenant is a publicly traded company and the sale of stock in Tenant which occurs over a public or private stock exchange is not within Tenant’s control and Landlord will not have any consent rights with respect to any such transfers or sale of stock. Notwithstanding any other provision of this Lease, Tenant agrees may, upon written notice to Landlord, but without obtaining Landlord’s consent, without constituting a default under this Lease, (a) assign this Lease or all or any portion of the Premises to (i) any parent or subsidiary entity of Tenant, (ii) any person or entity that acquires all or substantially all of Tenant’s assets or all or any portion of the capital stock or other ownership interest in Tenant, (iii) any entity with which Tenant merges or is consolidated, regardless of whether Tenant is the surviving entity, or (iv) any person or entity that acquires all or substantially all of the business or assets operated or located on the Premises; or (b) cause a sale or transfer of all or any portion of the capital stock or other ownership interests in Tenant (each successor entity, assignee, purchaser or subtenant in (a) or (b) being referred to herein as a “Permitted Assignee”) provided that effective no later than the assignment to the Permitted Assignee (if a full assignment rather than a mere sublease and not in the case where the Permitted Assignee is, by operation of law, the successor to Tenant), the original Tenant under this Lease execute a guaranty of all tenant obligations under this Lease substantially in the form of the attached Exhibit E. In addition, an Assignment shall not include, and Landlord’s consent shall not be considered unreasonably withheld if: required for, any sale or other transfer of Tenant’s capital stock (1or other ownership interest if Tenant is not a corporation) including, but not limited to, any sale or transfer by an existing shareholder. Notwithstanding anything to the proposed transferee’s financial condition does not meet contrary in this Lease, Landlord hereby (a) consents to the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) subleases at the proposed transferee is a governmental organization or present occupant Premises existing as of the PropertyCommencement Date (the “Permitted Subleases”), or Landlord is otherwise engaged in lease negotiations with and (b) agrees that the proposed transferee for other premises in the Property; subtenants under such Permitted Subleases (3Xxxxxx Pharmaceuticals and Hamari Chemicals USA, Inc.) any uncured event of default exists are deemed Permitted Assignees under this Lease (or a condition exists which, with the passage of time or giving of notice, would become an event of default); (4) any portion of the Building or Premises would likely become subject to additional or different Laws as a consequence of the proposed Transfer; (5) the proposed transferee’s use of the Premises conflicts with the Permitted Use or any exclusive usage rights granted to any other tenant in the Building; (6) the use, nature, business, activities or reputation in the business community of the proposed transferee (or its principals, employees or invitees) does not meet Landlord’s standards for Building tenants; (7) either the Transfer or any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any of its Affiliates. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Any attempted Transfer in violation of this Article is voidable at Landlord’s optionLease.

Landlord’s Consent Required. Subject to the remaining provisions of this Article 11, but notwithstanding anything to the contrary contained elsewhere in this Lease, Tenant shall not assign, transfer or encumber any interest in this Lease (either absolutely or collaterally) or sublease or allow any third party to use any portion of the Premises (collectively or individually, a “Transfer”) without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Without limitation, Tenant agrees that Landlord’s consent shall not be considered unreasonably withheld if: (1) the proposed transferee’s financial condition does is not meet sufficient, in Landlord’s reasonable estimation, to ensure their financial performance under the criteria Landlord uses to select Building tenants having similar leasehold obligationscontemplated Transfer; (2) the proposed transferee is a governmental organization inconsistent with the quality of the Project or a present occupant of the PropertyProject, or Landlord is otherwise engaged in lease negotiations with the proposed transferee for other premises in the PropertyProject; (3) any uncured event of default exists under this Lease (or a condition exists which, with the passage of time or giving of notice, would become an event of default); (4) any portion of the Building or Premises would likely become subject to additional or different Laws as a consequence of the proposed Transfer; (5) the proposed transferee’s use of the Premises conflicts with the Permitted Use or any exclusive usage rights granted to any other tenant in the Building; (6) the use, nature, business, activities or reputation in the business community of the proposed transferee (or its principals, employees or invitees) does not meet Landlord’s standards for Building tenantstenants in Landlord’s reasonable estimation; (7) either the Transfer or any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any of its AffiliatesAffiliates within the prior two (2) years. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant specifically waives any claim for damages or right to terminate the Lease pursuant to California Civil Code Section 1995.310 or otherwise. Any attempted Transfer in violation of this Article is voidable at Landlord’s option.

Landlord’s Consent Required. Subject to the remaining provisions of this Article 11Except for cosmetic alterations such as painting, but notwithstanding anything to the contrary contained elsewhere in this Leasewhich shall not require Landlord’s consent, Tenant shall not assignmake or permit to be made any alterations, transfer additions or encumber any interest in this Lease (either absolutely or collaterally) or sublease or allow any third party improvements to use any portion of the Premises (collectively or individuallyany part thereof, a “Transfer”) without the obtaining Landlord's prior written consent of Landlordconsent, which consent shall not be unreasonably withheld. Without limitation, Tenant agrees that Landlord’s consent shall not be considered unreasonably withheld if: (1) unless the proposed transferee’s financial condition does not meet alterations affect the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee is a governmental organization or present occupant of the Property, or Landlord is otherwise engaged in lease negotiations with the proposed transferee for other premises in the Property; (3) any uncured event of default exists under this Lease (or a condition exists which, with the passage of time or giving of notice, would become an event of default); (4) any portion exterior appearance of the Building or the structure or Building systems. When applying for such consent, Tenant shall, if required by Landlord, furnish complete plans and specifications for such alterations, additions or improvements. All alterations, additions or improvements to the Premises would likely become subject shall be performed by contractors selected and supervised by Landlord for Tenant's account and at Tenant's sole cost and expense. Within ten (10) days after receipt of a written statement from Landlord, Tenant shall reimburse Landlord for all costs arising in connection with Landlord's review of plans and specifications EXHIBIT 10.1 and supervision of contractors. Landlord shall have the right to additional require that any contractor performing alterations, improvements or different Laws as additions to the Premises shall, prior to commencement of any work, provide Landlord with a consequence performance bond and labor and materials payment bond in the amount of the proposed Transfer; contract price for the work, naming Landlord and Tenant (5and any other persons designated by Landlord as co-obligees.) All alterations, additions, fixtures and improvements, including without limitation all improvements made pursuant to Section 7, whether temporary or permanent in character, made in or upon the proposed transferee’s use Premises either by Landlord or Tenant, shall at once belong to Landlord and become part of the Premises conflicts with and shall remain on the Permitted Use or Premises without compensation of any exclusive usage rights granted kind to any other tenant in the Building; (6) the use, nature, business, activities or reputation in the business community of the proposed transferee (or its principals, employees or invitees) does not meet Landlord’s standards for Building tenants; (7) either the Transfer or any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any of its AffiliatesTenant. Tenant shall not be entitled carry insurance as required by Section 15 covering any improvements, alterations or additions to receive monetary damages based upon a claim the Premises made by Tenant under the provisions of this Section 11, it being understood and agreed that Landlord unreasonably withheld its consent to a proposed Transfer and Tenant’s sole remedy none of such alterations, additions or improvements shall be an action insured by Landlord nor shall Landlord be required under any provision for reconstruction to enforce repair, reconstruct or reinstall any such provision through specific performance alterations, additions or declaratory judgmentimprovements. Any attempted Transfer in violation Movable furniture and equipment which are removable without material damage to the Building or the Premises shall remain the property of this Article is voidable at Landlord’s optionTenant.

Landlord’s Consent Required. Subject Tenant shall not make any alterations, installations (other than the installation of moveable furnishings, equipment and other personal property of Tenant), removals, additions or improvements (including, without limitation, Tenant’s Work) (collectively, “Alterations”) in or to the remaining Premises without Landlord’s prior written approval of the contractor(s), written plans and specifications therefor. Tenant shall not make any material amendments or additions to plans and specifications approved by Landlord without Landlord’s prior written consent. Landlord’s approval of non-structural Alterations shall not be unreasonably withheld, conditioned or delayed provided they comply with the provisions of this Article 11Lease, including without limitation Section 4.2 above. Notwithstanding the foregoing, Landlord may withhold its consent in its sole discretion (a) to any Alteration which, in Landlord’s reasonable judgment, adversely affects any of the Building systems and/or their function, (b) with respect to matters of aesthetics affecting the exterior of the Building, and (c) to any Alteration affecting the Building structure. Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with Legal Requirements, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Landlord shall have no liability or responsibility for any claim, injury or damage alleged to have been caused by the particular materials (whether building standard or non-building standard), appliances or equipment selected by Tenant in connection with any work performed by or on behalf of Tenant. Except as otherwise expressly set forth herein, all Alterations shall be done at Tenant’s sole cost and expense. If Tenant shall make any Alterations which, in Landlord’s reasonable but notwithstanding sole discretion, would render the Premises less marketable than the same would be without such Alterations, then Landlord may elect, at the time of its approval of the plans therefor, to require Tenant at the expiration or sooner termination of the Term to restore the Premises to substantially the same condition as existed immediately prior to the Alterations. Notwithstanding anything to the contrary contained elsewhere in this Leaseherein, Tenant Landlord shall not assign, transfer or encumber any interest in this Lease (either absolutely or collaterally) or sublease or allow any third party to use any portion require the removal of the Premises (collectively or individually, a “Transfer”) without the prior written consent of Landlord, which consent shall not be unreasonably withheld. Without limitation, Tenant agrees that Landlord’s consent shall not be considered unreasonably withheld if: (1) the proposed transferee’s financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee is a governmental organization or present occupant of the Property, or Landlord is otherwise engaged in lease negotiations with the proposed transferee for other premises in the Property; (3) any uncured event of default exists under this Lease (or a condition exists which, with the passage of time or giving of notice, would become an event of default); (4) any portion of the Building or Premises would likely become subject to additional or different Laws as a consequence of the proposed Transfer; (5) the proposed transferee’s use of the Premises conflicts with the Permitted Use or any exclusive usage rights granted to any other tenant in the Building; (6) the use, nature, business, activities or reputation in the business community of the proposed transferee (or its principals, employees or invitees) does not meet Landlord’s standards for Building tenants; (7) either the Transfer or any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any of its Affiliatestraditional biology wet-lab Alterations. Tenant shall not be entitled to receive monetary damages based upon a claim that provide Landlord unreasonably withheld its consent to a proposed Transfer and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Any attempted Transfer in violation with reproducible record drawings of this Article is voidable at Landlord’s optionall Alterations within sixty (60) days after completion thereof.

Landlord’s Consent Required. Subject to the remaining provisions of this Article 11, but notwithstanding anything to the contrary contained elsewhere in this Lease, Tenant shall not assign, transfer or encumber any interest in this Lease (either absolutely or collaterally) or sublease make or allow any third party alterations, additions, or improvements to use any portion of the Premises or the Building (collectively or individuallytogether, a “TransferAlterations”) ), without the Landlord’s prior written consent of Landlordconsent, which consent shall not be unreasonably withheld, subject to the terms of this Section 8.1. Without limitationNotwithstanding the foregoing, Tenant agrees shall have the right to make Alterations to the Premises with prior written notice to, but without the consent of, Landlord, provided that Landlord’s consent shall such Alterations (a) are non-structural in nature, (b) are estimated to cost less than One Hundred Thousand Dollars ($100,000), (c) would not require modification or connection to any Building Systems, (d) not require the issuance of any building permits, and (e) can not be considered unreasonably withheld if: (1) the proposed transferee’s financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee is a governmental organization or present occupant of the Property, or Landlord is otherwise engaged in lease negotiations with the proposed transferee for other premises in the Property; (3) any uncured event of default exists under this Lease (or a condition exists which, with the passage of time or giving of notice, would become an event of default); (4) seen from any portion of the Building outside of the Premises. Landlord may in its sole discretion withhold or Premises would likely become subject to additional condition approval of Alterations that could materially and adversely impact the Building Systems or different Laws as a consequence structure of the Building. As part of any request for Landlord’s consent, Tenant shall provide Landlord with plans and specifications describing the proposed Alterations, along with the name of the proposed Transfer; contractor and any subcontractors. With respect to any Alterations requiring Landlord’s approval, Landlord shall respond to Tenant’s request for approval of within fifteen (515) business days. Except in connection with the proposed transfereeTenant Improvement Work, Tenant shall reimburse Landlord for any reasonable out of pocket expenses incurred by Landlord if the plans and specifications require review by outside consultants, in Landlord’s use reasonable discretion. All Alterations shall, upon expiration or termination of this Lease pursuant to its terms, immediately become Landlord’s property and, at the end of the Term, shall remain on the Premises conflicts without compensation to Tenant, unless Landlord elects by written notice to Tenant at the time of granting consent to such Alterations to have Tenant remove any Alterations. Notwithstanding anything herein to the contrary, in no event shall Tenant be obligated to remove any of the initial Tenant Improvement Work or any Roof Deck. If Landlord’s consent is not obtained for any Alterations, then Landlord may notify Tenant not later than ninety (90) days prior to the Termination Date (except in the event of a termination of this Lease prior to the scheduled Termination Date, in which event no advance notice shall be required) that removal of such Alterations is required, and Tenant shall be required to remove such Alterations. In such circumstances, Tenant shall bear the cost of restoring the Premises to their condition prior to the installment of the Alterations. All Alterations shall comply with the Permitted Use or any exclusive usage rights granted to any other tenant in the Building; (6) the use, nature, business, activities or reputation in the business community requirements of the proposed transferee (or its principalsTenant Construction Standards and Requirements, employees or invitees) does not meet Landlord’s standards for Building tenants; (7) either which is Schedule 1 to the Transfer or any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any of its Affiliates. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer Rules and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Any attempted Transfer in violation of this Article is voidable at Landlord’s optionRegulations.

Landlord’s Consent Required. Subject to the remaining provisions of this Article 11, but notwithstanding anything to the contrary contained elsewhere in this Lease, Landlord and Tenant shall not assign, transfer or encumber perform their respective obligations with respect to design and construction of any interest initial improvements to be constructed and installed in this Lease (either absolutely or collaterally) or sublease or allow any third party to use any portion of the Premises (collectively or individually, a the “TransferTenant Improvements”) without as provided in the prior written consent of Landlord, which consent shall not Tenant Improvement Rider. In no event will Tenant be unreasonably withheld. Without limitation, Tenant agrees that Landlord’s consent shall not be considered unreasonably withheld if: permitted to make any Alterations involving either (1a) the proposed transferee’s financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee is a governmental organization structural, mechanical, electrical, plumbing, fire/life safety or present occupant heating, ventilating and air conditioning systems of the Property, Building or Landlord is otherwise engaged in lease negotiations with the proposed transferee for other premises in the Property; (3) any uncured event of default exists under this Lease (or a condition exists which, with the passage of time or giving of notice, would become an event of default); (4b) any portion of the Project outside the interior of the Premises. Except for any Tenant Improvements to be constructed by Tenant as provided in the Tenant Improvement Rider, subject to the following sentence, Tenant shall not make any alterations, improvements or changes to the Premises, including installation of any security system or telephone or data communication wiring (collectively, “Alterations”), without Landlord’s prior written consent, which consent Landlord will not unreasonably withhold, condition or delay. Notwithstanding the foregoing, without Landlord’s consent (but only upon prior written notice to Landlord), Tenant may make nonstructural alterations which do not affect or otherwise interfere with any portion of the Building Systems, including, but not limited to, mechanical, electrical, plumbing, fire/life safety or heating, ventilating and air conditioning systems of the Building, and which cost not more than Fifty Thousand Dollars ($50,000.00) per occurrence (“Permitted Alterations”). All Alterations and Permitted Alterations shall be completed by Tenant at Tenant’s sole cost and expense, with due diligence, in a good and workmanlike manner, using new materials; in compliance with plans and specifications previously approved in writing by Landlord, as applicable; in compliance with construction rules and regulations promulgated by Landlord from time to time; in accordance with all applicable Laws (including all work, whether structural or non-structural, inside or outside the Premises, required to comply fully with all applicable Laws and necessitated by Tenant’s work); and subject to all conditions which Landlord may in the exercise of Landlord’s commercially reasonably judgment impose. Such conditions may include requirements for Tenant to: provide payment or performance bonds or additional insurance (from Tenant or Tenant’s contractors, subcontractors or design professionals) for those Alterations costing more than One Hundred Thousand Dollars ($100,000.00) per occurrence; use contractors or subcontractors designated by Landlord (provided that their charges are comparable to those charged by other similarly qualified contractors and subcontractors); and remove all or part of the Alterations and Permitted Alterations (expressly excluding the initial Tenant Improvements installed by Landlord pursuant to the Tenant Improvement Rider, which Tenant shall not be required to remove from the Premises) prior to or upon expiration or termination of the Term (unless Tenant, at the time Tenant requests Landlord’s consent to such Alterations (or, with respect to Permitted Alterations, at the time Tenant provides Landlord with written notice of Tenant’s intent to install such Permitted Alterations), requests in writing whether Landlord will require Tenant to remove such Alterations or Permitted Alterations, as applicable, on or before the expiration or sooner termination of the Lease, and Landlord, in Landlord’s sole and absolute discretion, responds to Tenant in writing stipulating that Tenant will not be required to so remove such Alterations or Permitted Alterations, as applicable, on or before the expiration or sooner termination of the Lease). If any work outside the Premises, or any work on or adjustment to any of the Building Systems, is required in connection with or as a result of any Alterations performed by Tenant, such work shall be performed by Landlord at Tenant’s sole cost and expense and paid as Additional Rent within thirty (30) days after demand by Landlord. In addition to the foregoing obligations of Tenant, if any governmental authority requires any Alteration to the Building or the Premises would likely become subject to additional or different Laws as a consequence result of the proposed Transfer; (5) the proposed transfereeTenant’s particular use of the Premises conflicts with or as a result of any Alteration to the Permitted Use Premises made by or any exclusive usage rights granted on behalf of Tenant or if Tenant’s particular use of the Premises subjects Landlord or the Project to any other tenant in obligation under any Laws, Tenant will pay, as Additional Rent, the Building; (6) cost of all such Alterations or the usecost of compliance, natureas the case may be. If any such Alterations affect the HVAC system, business, activities the Building Systems or reputation in the business community structural components of the proposed transferee Building (or its principalscollectively, employees or invitees) does not meet Landlord’s standards for Building tenants; (7) either “Structural Alterations”), Landlord will make the Transfer or any consideration payable Structural Alterations, provided that Landlord may first require Tenant to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is or has been involved in litigation deposit with Landlord or any an amount sufficient to pay the cost of its Affiliatesthe Structural Alterations (including, without limitation, reasonable overhead and administrative costs). If the Alterations are not Structural Alterations, Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer and will make the Alterations at Tenant’s sole remedy cost and expense in accordance with the provisions of this Lease. Landlord’s right to review and approve (or withhold approval of) Tenant’s plans, drawings, specifications, contractor(s) and other aspects of construction work proposed by Tenant is intended solely to protect Landlord, the Project and Landlord’s interests. No approval or consent by Landlord shall be an action deemed or construed to enforce any such provision through specific performance be a representation or declaratory judgment. Any attempted Transfer in violation of this Article is voidable at Landlord’s optionwarranty by Landlord as to the adequacy, sufficiency, fitness or suitability thereof or compliance thereof with applicable Laws or other requirements.

Landlord’s Consent Required. Subject to the remaining provisions of this Article 11, but notwithstanding anything to the contrary contained elsewhere in this LeaseExcept as otherwise permitted hereunder, Tenant shall not voluntarily or by operation of law assign, transfer, hypothecate, mortgage, sublet, license, or otherwise transfer or encumber all or any part of Tenant’s interest in this Lease (either absolutely or collaterally) or sublease or allow any third party to use any portion of in the Premises (hereinafter collectively or individually, a “Transfer”) ), without the Landlord’s prior written consent of Landlordconsent, which consent shall may not be unreasonably withheldwithheld or conditioned or delayed. Without limitation, Landlord shall respond to Tenant’s written request for consent hereunder within fifteen (15) days after Landlord’s receipt of the written request from Tenant. Any attempted Transfer without such consent shall be void and shall constitute a material Event of Default by Tenant agrees that pursuant to this Lease. Tenant’s written request for Landlord’s consent shall include, and Landlord’s fifteen (15) day response period referred to above shall not commence, unless and until Landlord has received from Tenant, all of the following information, to the extent reasonably available to Tenant: (a) financial statements for the proposed assignee or subtenant for the past three (3) years, prepared in accordance with generally accepted accounting principles; (b) a TRW credit report or similar report on the proposed assignee or subtenant; (c) a detailed description of the business the assignee or subtenant intends to operate at the Premises; (d) the proposed effective date of the assignment or sublease; (e) a copy of the proposed sublease or assignment agreement which includes all of the terms and conditions of the proposed assignment or sublease; (f) a detailed description of any ownership or commercial relationship between Tenant and the proposed assignee or subtenant; and (g) a detailed description of any Alterations the proposed assignee or subtenant desires to make to the Premises; provided, if the items required under subsections (e), (f) and/or (g) are not reasonably available at the time of such request for consent, Landlord agrees to consider such request without such items and Tenant agrees to provide such items at such later time(s) as such items shall be available to it. If the obligations of the proposed assignee or subtenant will be guaranteed by any person or entity, Tenant’s written request shall not be considered unreasonably withheld ifcomplete until the information described in (a) or (b) of the previous sentence has been provided with respect to each proposed guarantor. A “Transfer” shall also include the transfer: (1a) the proposed transferee’s financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee if Tenant is a governmental organization or present occupant corporation, and Tenant’s stock is not publicly traded over a recognized securities exchange, of more than fifty percent (50%) of the Propertyvoting stock of such corporation during the Term (whether or not in one or more transfers) (not including a transfer of voting stock in connection with a public stock offering), or Landlord is otherwise engaged in lease negotiations with the proposed transferee for other premises in the Property; (3) any uncured event of default exists under this Lease (dissolution, merger or a condition exists which, with the passage of time or giving of notice, would become an event of default); (4) any portion liquidation of the Building or Premises would likely become subject to additional or different Laws as a consequence of the proposed Transfer; (5) the proposed transferee’s use of the Premises conflicts with the Permitted Use or any exclusive usage rights granted to any other tenant in the Building; (6) the use, nature, business, activities or reputation in the business community of the proposed transferee (or its principals, employees or invitees) does not meet Landlord’s standards for Building tenants; (7) either the Transfer or any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliatescorporation; or (8) b) if Tenant is a partnership, limited liability company, limited liability partnership or other entity, of more than fifty percent (50%) of the proposed transferee profit and loss participation in such partnership or entity during the Term (whether or not in one or more transfers) or the dissolution, merger or liquidation of the partnership, limited liability company, limited liability partnership or other entity. Notwithstanding the foregoing to the contrary, the transfer of stock which is publicly traded on a nationally or has been involved in litigation with Landlord internationally recognized stock exchange, whether of Tenant, or any entity controlled directly or indirectly controlling Tenant, or of its Affiliates. Tenant any other corporation whose securities are publicly traded on a nationally or internationally recognized securities exchange (including the NASDAQ over-the-counter market), shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer deemed an assignment and shall not result in an assignment being caused, regardless of whether “controlling interest” is transferred. Tenant’s sole remedy in the event that Landlord shall wrongfully withhold consent to or disapprove any assignment or sublease shall be to obtain an action order by a court of competent jurisdiction that Landlord grant such consent, and in no event shall Landlord be liable for damages with respect to enforce its granting or withholding consent to any such provision through specific performance proposed assignment or declaratory judgment. Any attempted Transfer in violation of this Article is voidable at Landlord’s optionsublease.

Landlord’s Consent Required. Subject to the remaining provisions of this Article 11, but notwithstanding anything to the contrary contained elsewhere Except as set forth in this LeaseArticle, Tenant shall not assigndirectly or indirectly assign this Lease, transfer or encumber sublet or license the Premises or any interest in this Lease (either absolutely portion thereof, or collaterally) advertise the Premises for assignment or sublease subletting or allow any third party to use permit the occupancy of all or any portion of the Premises by any person other than Tenant (each of the foregoing actions are collectively or individually, referred to as a “Transfer”) without obtaining, on each occasion, the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, and provided that Tenant complies with the provisions of this Article. Without A Transfer shall include, without limitation, any transfer of Tenant’s interest in this Lease by operation of law, merger or consolidation of Tenant agrees that into any other firm or corporation, and the transfer or sale of a controlling interest in Tenant, whether by sale of its capital stock or otherwise or any sale of all or a substantial part of Tenant’s assets. Any Transfer shall be subject to this Lease, all of the provisions of which shall be conditions to such Transfer and be binding on any transferee. No transferee shall have any right further to transfer its interest in the Premises, and nothing herein shall impose any obligation on Landlord with respect to a further Transfer. The foregoing restrictions shall be binding on any assignee or sublessee to which Landlord has consented, provided, notwithstanding anything else contained in this Lease, Landlord’s consent shall not to any further assignment, subleasing or any sub-subleasing by any approved assignee or sublessee may be considered unreasonably withheld if: (1) the proposed transfereeby Landlord at Landlord’s financial condition sole discretion. If Tenant does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee is a governmental organization or present occupant of the Property, or Landlord is otherwise engaged in lease negotiations Transfer with the proposed transferee for other premises in the Property; (3) any uncured event of default exists under this Lease (or a condition exists whichwithout) Landlord’s consent, with any option or other right that Tenant may have relating to the passage of time Premises, including any right to extend the Term or giving of noticelease other premises, would become an event of default); shall automatically be terminated. Landlord’s Managing Agent (4) any portion or such other manager of the Building or Premises would likely become subject appointed from time to additional or different Laws as time by Landlord) shall be Tenant’s exclusive broker for a consequence period of the proposed Transfer; (5) the proposed transferee’s use of the Premises conflicts with the Permitted Use or any exclusive usage rights granted to any other tenant in the Building; six (6) the use, nature, business, activities or reputation months with respect to any proposed transfer so long as such Managing Agent uses its good faith best efforts to market in the business community of the proposed transferee (or its principals, employees or invitees) does not meet accordance with Tenant’s directions; and after such period Tenant may appoint a co-exclusive broker to serve along with Landlord’s standards for Building tenants; (7) either the Transfer or any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any of its Affiliates. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer and Tenant’s sole remedy Managing Agent Such Managing Agent shall be an action to enforce paid a brokerage fee for any transfer in accordance with such provision through specific performance or declaratory judgment. Any attempted Transfer Managing Agent’s commission schedule then in violation effect so long as such schedule is competitive with similar schedules of this Article is voidable at Landlord’s optionmajor Greater Boston brokerage firms.

Landlord’s Consent Required. Subject to (a) Tenant shall not voluntarily or by operation of law assign, transfer, mortgage or otherwise transfer or encumber (collectively, "assign") or sublet a11 or any part of Tenant's interest in this Lease or in the remaining Premises without Landlord's prior written consent, which consent will not unreasonably be withheld provided that (i) Tenant has complied with the provisions of this Article 11, but notwithstanding subparagraph and Landlord has declined to exercise its rights thereunder; (ii) the proposed subtenant or assignee is engaged in a business in the Premises which will be used in a manner which is in keeping with the then standards of the Building Complex and does not conflict with any exclusive use rights granted to any other tenant; (iii) the proposed subtenant or assignee has reasonable financial worth in light of the responsibilities involved and Tenant shall have provided Landlord with reasonable evidence thereof; (iv) Tenant is not in default hereunder at the time it makes its request for such consent; (v) the proposed subtenant or assignee is not a governmental or quasi-governmental agency; (vi) the proposed subtenant or assignee is not a tenant under or is not currently negotiating a lease with Landlord in any building owned by Landlord in the Denver metropolitan area (including in the Building Complex); or (vii) the rent under such sublease or assignment is not less than the rent to be paid by Tenant for such space under the Lease and is not less than eighty-five percent (85%) of the rental rate then being offered by Landlord for similar space in the Building Complex. Notwithstanding anything contained in Section 13 to the contrary contained elsewhere contrary, in the event Tenant requests Landlord's consent to sublet all or a portion of the Premises or to assign its interest in this Lease, Landlord shall have the right to (x) consent to such sublease or assignment in its reasonable discretion as described in the preceding sentences; (y) refuse to grant such consent in Landlord's reasonable discretion based upon the criteria described above; or (z) refuse to grant such consent and terminate this Lease as to the portion of the Premises with respect to which such consent was requested; provided, however, if Landlord refuses to grant such consent and elects to terminate the Lease as to such portion of the Premises, Tenant shall not assignhave the right within fifteen (15) days after Landlord's exercise of its right to terminate to withdraw Tenant's request for such consent and remain in possession of the Premises under the terms and conditions hereof. In the event the Lease is terminated as set forth herein, transfer such termination shall be effective as of the date set forth in a written notice from Landlord to Tenant, which date shall in no event be more than thirty (30) days following such notice. Tenant hereby agrees that in the event it desires to sublease all or encumber any interest in this Lease (either absolutely or collaterally) or sublease or allow any third party to use any portion of the Premises or assign this Lease to any party, in whole or in part, Tenant shall notify Landlord not less than sixty (collectively 60) days prior to the date Tenant desires to sublease such portion of the Premises or individuallyassign this Lease ("Tenant's Notice"). Tenant's Notice shall set forth a description of the Premises to be so sublet or assigned and the terms and conditions on which Tenant desires to sublet the Premises or assign this Lease. Landlord shall have forty-five (45) days following receipt of Tenant's Notice to exercise Landlord's rights pursuant to (x), a “Transfer”(y) without and (z) above. If Landlord consents to such sublease or assignment, and if for any reason Tenant is unable to sublet said portion of the prior written consent Premises or assign the applicable portion of its interest in this Lease on the terms and conditions contained in Tenant's Notice within one hundred and twenty (120) days following its original notice to Landlord, which consent shall not be unreasonably withheld. Without limitation, Tenant agrees that Landlord’s consent shall not be considered unreasonably withheld if: (1) the proposed transferee’s financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee is a governmental organization or present occupant of the Property, or Landlord is otherwise engaged in lease negotiations with the proposed transferee for other premises in the Property; (3) any uncured event of default exists under this Lease (or a condition exists which, with the passage of time or giving of notice, would become an event of default); (4) any portion of the Building or Premises would likely become subject to additional or different Laws as a consequence of the proposed Transfer; (5) the proposed transferee’s use of re-offer the Premises conflicts with the Permitted Use or any exclusive usage rights granted to any other tenant in the Building; (6) the use, nature, business, activities or reputation in the business community of the proposed transferee (or its principals, employees or invitees) does not meet Landlord’s standards for Building tenants; (7) either the Transfer or any consideration payable to Landlord in connection therewith adversely affects accordance with the real estate investment trust qualification tests applicable provisions hereof prior to Landlord subleasing or its Affiliates; or (8) assigning the proposed transferee is or has been involved in litigation with Landlord or same to any of its Affiliates. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Any attempted Transfer in violation of this Article is voidable at Landlord’s optionthird party.

Landlord’s Consent Required. Subject Tenant shall not, without Landlord’s prior written consent, which consent may be withheld in Landlord’s sole discretion, mortgage or otherwise encumber this Lease or the Premises in whole or in part, provided that the foregoing shall in no way limit Tenant’s right to use Tenant’s personal property or trade fixtures (to the remaining provisions extent Tenant has the right hereunder to remove same at the expiration or earlier termination of this Article 11, but notwithstanding anything the Term) as collateral for financing purposes and Landlord agrees to enter into a commercially reasonable form of collateral access agreement with Tenant’s lender (the contrary contained elsewhere “Tenant’s Secured Lender”) and Tenant in connection with any such financing by Tenant. For purposes of this Lease, no collateral access agreement shall be considered commercially reasonable unless such agreement (i) prohibits the Tenant’s Secured Lender’s access to the Premises after the expiration or earlier termination of this Lease and does not restrict or interfere with the exercise of any of Landlord’s rights and remedies, (ii) includes a provision acceptable to Landlord providing that the Tenant and Tenant’s Secured Lender shall jointly and severally indemnify, defend and hold harmless the Landlord, Landlord’s lender, and their respective employees, agents, and contractors from any and all claims, actions, proceedings, damages, fines, penalties, expenses and costs suffered or incurred by all or any of such parties as a result Tenant’s Secured Lender’s accessing of the Premises or any other portion of the Property or otherwise arising out of Tenant’s Secured Lender’s exercise of any rights under such collateral access agreement. Tenant shall reimburse Landlord, within ten (10) days after demand therefor, for Landlord’s out-of-pocket costs and expenses, including reasonable attorney’s fees and disbursements, incurred in connection with such any request that Landlord enter into such a collateral access agreement not to exceed Five Thousand Dollars ($5,000.00). Except as expressly otherwise set forth in Section 6.1.6(f) below, Tenant shall not, without Landlord’s prior written consent, assign, sublet, license or transfer or encumber any interest in this Lease (either absolutely or collaterally) the Premises in whole or sublease in part whether by changes in the ownership or allow control of Tenant, or any third party to use direct or indirect owner of Tenant, whether at one time or at intervals, by sale or transfer of stock, partnership or beneficial interests, operation of law or otherwise, or permit the occupancy of all or any portion of the Premises by any person or entity other than Tenant’s employees (collectively or individuallyeach of the foregoing, a “Transfer”) ). Any purported Transfer made without the prior written consent of Landlord, which consent shall not be unreasonably withheld. Without limitation, Tenant agrees that Landlord’s consent consent, if required hereunder, shall not be considered unreasonably withheld if: (1) the proposed transferee’s financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee void and confer no rights upon any third person, provided that if there is a governmental organization or present occupant of Transfer, Landlord may collect rent from the Propertytransferee without waiving the prohibition against Transfers, accepting the transferee, or Landlord is otherwise engaged in lease negotiations with releasing Tenant from full performance under this Lease. In the proposed transferee for other premises in the Property; (3) any uncured event of default exists under this Lease (or a condition exists which, with the passage of time or giving of notice, would become an event of default); (4) any portion of the Building or Premises would likely become subject to additional or different Laws as a consequence of the proposed Transfer; (5) the proposed transferee’s use of the Premises conflicts with the Permitted Use or any exclusive usage rights granted to any other tenant in the Building; (6) the use, nature, business, activities or reputation in the business community of the proposed transferee (or its principals, employees or invitees) does not meet Landlord’s standards for Building tenants; (7) either the Transfer or any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any of its Affiliates. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Any attempted Transfer in violation of this Article Section 6.1.6, Landlord shall have the right to terminate this Lease upon thirty (30) days’ written notice to Tenant given within sixty (60) days after receipt of written notice from Tenant to Landlord of any Transfer, or within one (1) year after Landlord first learns of the Transfer if no notice is voidable at given. No Transfer shall relieve Tenant of its primary obligation as party Tenant hereunder, nor shall it reduce or increase Landlord’s optionobligations under this Lease. Notwithstanding the foregoing, no issuance of stock in Tenant in an initial public offering on a “national securities exchange” (as defined in the Securities and Exchange Act of 1934) shall be deemed to be a Transfer within the meaning and provisions of this Section 6.1.6, nor shall any transfer of more than fifty percent (50%) of any stock or interest in Tenant be deemed to be a Transfer within the meaning and provisions of this Section 6.1.6 as long as Tenant remains a corporation the outstanding voting stock of which is publicly traded and listed on a “national securities exchange” (as defined in the Securities and Exchange Act of 1934).

Landlord’s Consent Required. Subject to the remaining provisions of this Article 11, but notwithstanding anything to the contrary contained elsewhere in this Lease, (a) Tenant shall not assign, transfer, mortgage, or otherwise transfer or encumber (collectively, “assign”) or sublet all or any part of Tenant’s interest in this Lease (either absolutely or collaterally) or sublease or allow any third party to use any portion of in the Premises (collectively or individually, a “Transfer”) without the Landlord’s prior written consent of Landlordconsent, which consent shall not be unreasonably withheld, conditioned or delayed. Without limitationRelevant criteria in determining reasonability of consent include, Tenant agrees that Landlord’s consent but are not limited to, credit history of a proposed assignee or sublessee, references from prior landlords, any change or intensification of use of the Premises or the Common Areas, and any limitations imposed by the Internal Revenue Code and the Regulations promulgated thereunder relating to Real Estate Investment Trusts. Assignment or sublet shall not release Tenant from its obligations hereunder. Tenant shall not (i) sublet, assign, or enter into other arrangements in which the amounts to be considered unreasonably withheld if: (1) paid by the proposed transferee’s financial condition does not meet sublessee or assignee thereunder would be based, in whole or in part, on the criteria Landlord uses to select Building tenants having similar leasehold obligationsincome or profits derived by the business activities of the sublessee or assignee; (2ii) sublet the proposed transferee is a governmental organization Premises or present occupant assign this Lease to any person or entity in which Landlord owns an interest, directly or indirectly (by applying constructive ownership rules set forth in Section 856(d)(5) of the Property, Internal Revenue Code (the “Code”); or Landlord is otherwise engaged in lease negotiations with (iii) sublet the proposed transferee for other premises in the Property; (3) any uncured event of default exists under Premises or assign this Lease (or a condition exists which, with the passage of time or giving of notice, would become an event of default); (4) in any other manner which could cause any portion of the Building amounts received by Landlord pursuant to this Lease or Premises would likely become subject any sublease to additional or different Laws fail to qualify as a consequence “rents from real property” within the meaning of Section 856(d) of the proposed Transfer; (5Code, or which could cause any other income received by Landlord to fail to qualify as income described in Section 856(c)(2) the proposed transferee’s use of the Premises conflicts with the Permitted Use or any exclusive usage rights granted Code. The requirements of this Section 12.1 shall apply to any other tenant further subleasing by any subtenant. Notwithstanding the foregoing, in the Building; event of any assignment or subletting to which Landlord consents, Landlord shall receive fifty percent (6) the use50%), nature, business, activities or reputation in the business community event of a sublease, of any rent received by Tenant above the proposed transferee (or its principals, employees or invitees) does not meet Landlord’s standards for Building tenants; (7) either the Transfer or any consideration payable rent then being paid by Tenant to Landlord less any legal fees, tenant improvement costs, commissions or marketing expense paid by Tenant for such sublease. In addition, Landlord shall receive fifty percent (50%), in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord event of an assignment, of any profit derived by Tenant from such assignment less any legal fees, tenant improvements costs, commissions or its Affiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any of its Affiliates. marketing expense paid by Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer and Tenant’s sole remedy shall be an action to enforce any for such provision through specific performance or declaratory judgment. Any attempted Transfer in violation of this Article is voidable at Landlord’s optionassignment.

Landlord’s Consent Required. Subject to the remaining provisions of A. Except as expressly set forth in this Article 11XV (including, but notwithstanding anything to the contrary contained elsewhere without limitation, Section 15.02), Tenant and any permitted Transferee, as hereinafter defined, shall not voluntarily or involuntarily, by operation of law or otherwise: (i) transfer, assign, mortgage, encumber, pledge, hypothecate, or assign all or any of its interest in this Lease; (ii) sublet or permit the Leased Premises, or any part thereof, to be used by others, including, but not limited to, concessionaires or licensees; (iii) issue new stock (or partnership shares or membership interests), create additional classes of stock (or partnership shares or membership interests), or sell, assign, pledge, hypothecate or otherwise transfer the outstanding voting stock (or partnership shares or membership interests) so as to result in a change in control of Tenant or any permitted Transferee, provided, however, that this subsection (iii) shall not assignbe applicable to Tenant or the applicable permitted Transferee so long as it is a publicly owned corporation whose outstanding voting stock is listed on a national securities exchange (as defined in the Securities Exchange Act of 1934, transfer or encumber any interest in this Lease (either absolutely or collaterallyas amended) or sublease is traded actively in the over-the-counter market; or allow (iv) sell, assign or otherwise transfer all or substantially all of Tenant’s or any third party to use any portion permitted Transferee’s assets; without the prior consent of Landlord, in each instance, which consent Landlord shall not unreasonably withhold, condition or delay. All of the Premises (foregoing transactions shall be referred to collectively or individually, singularly as a “Transfer”) without , and the prior written consent of LandlordPerson to whom Tenant’s interest is transferred shall be referred to as a “Transferee”. Notwithstanding the foregoing, which consent it shall not be unreasonably withheld. Without limitationunreasonable for Landlord to withhold, Tenant agrees condition or delay its consent to any proposed Transfer if Landlord reasonably determines that Landlord’s consent shall not be considered unreasonably withheld if: (1) the proposed transferee’s financial condition Transferee (a) is not of a type and quality consistent with the first‑class nature of the Building; (b) does not meet have the criteria Landlord uses financial capacity and creditworthiness to select Building tenants having similar leasehold obligations; (2) undertake and perform the proposed transferee is a governmental organization or present occupant of the Property, or Landlord is otherwise engaged in lease negotiations with the proposed transferee for other premises in the Property; (3) any uncured event of default exists obligations under this Lease (or a condition exists whichthe sublease, with the passage of time or giving of notice, would become an event of default)as applicable; (4c) proposes to use the Leased Premises for other than the Permitted Use or for any portion purposes prohibited hereunder; (d) is either (x) a tenant of the Building or Premises would likely become subject to additional or different Laws as (y) a consequence of the proposed Transfer; (5) the proposed transferee’s use of the Premises conflicts party with the Permitted Use or any exclusive usage rights granted to any other tenant whom Landlord is currently negotiating with for space in the Building; (6) the use, nature, business, activities or reputation unless in the business community case of subclauses (x) or (y) Landlord does not then have comparable space to the Leased Premises or the portion of the Leased Premises proposed transferee to be sublet, as applicable, available within the Building; and (e) is a party by whom any suit or its principals, employees or invitees) does not meet Landlord’s standards for Building tenants; (7) either action could be defended on the Transfer or any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any grounds of its Affiliates. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Any attempted Transfer in violation of this Article is voidable at Landlord’s optionsovereign immunity.

Landlord’s Consent Required. Subject to the remaining provisions of this Article 11, but notwithstanding anything to the contrary contained elsewhere Except in this Leaseconnection with a Permitted Transfer (defined in Section 11.E), Tenant shall not assign, transfer or encumber any interest in this Lease (either absolutely or collaterally) or sublease or allow any third party to use any portion of the Premises (collectively or individually, a “Transfer”) without the prior written consent of Landlord, which consent shall not be unreasonably withheldwithheld if Landlord does not elect to exercise its termination rights under Section 11.B below. Without limitation, Tenant agrees that Landlord’s consent shall not be considered unreasonably withheld if: (1) the proposed transferee’s financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee is a governmental organization or present occupant of the PropertyBuilding, or Landlord is otherwise engaged in lease negotiations with the proposed transferee for other premises in the PropertyBuilding; (3) any uncured event of default exists under this Lease (or a condition exists which, with the passage of time or giving of notice, would become an event of default); (4) any portion of the Building or Premises would likely become subject to additional or different Laws as a consequence of the proposed Transfer; (5) the proposed transferee’s use of the Premises conflicts with the Permitted Use or any exclusive usage rights granted to any other tenant in the Building; (6) the use, nature, business, activities or reputation in the business community of the proposed transferee (or its principals, employees or invitees) does not meet Landlord’s standards for Building tenants; (7) either the Transfer or any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust (or pension fund or other ownership vehicle) qualification tests applicable to Landlord or its Affiliatesaffiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any of its Affiliatesaffiliates24. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Any attempted Transfer in violation of this Article is voidable at Landlord’s option. 23 provided, however, any such showing to prospective new tenants shall be limited to showings during the last nine (9) months of the Lease Term. 24 during the two year period immediately preceding the Transfer.

Landlord’s Consent Required. Subject Tenant shall not voluntarily or by operation of law, assign, mortgage, sublet, or otherwise transfer or encumber all or any part of Tenant's interest in this Lease or in the Premises without Landlord's prior written consent. Landlord shall not unreasonably withhold, delay or condition its consent to an assignment or sublet, provided the remaining provisions proposed assignee or subtenant is reasonably satisfactory to Landlord as to credit, reputation and responsibility and will occupy and use the Premises for a use reasonably compatible with other uses in the industrial center, and; provided that such assignment or subletting shall not be effective unless and until such successor of Tenant shall have agreed in writing to be bound by this Lease and the terms, conditions and obligations hereunder, and to perform all obligations of Tenant required to be performed by Tenant hereunder. Any attempted assignment, transfer, mortgage, encumbrance or subletting without such consent shall constitute a breach of this Article 11Lease and be voidable at Landlord's election. Tenant shall pay to Landlord all of Landlord's reasonable costs and expenses, but notwithstanding anything including, without limitation, reasonable attorneys' fees and disbursements, reasonable fees, costs and expenses of consultants, and $200 per hour for the services and time of Landlord's personnel in connection with any request by Tenant for Landlord's consent. If Landlord's costs and expenses are anticipated to the contrary contained elsewhere in this Leaseexceed two thousand dollars ($2,000), Tenant shall not assignbe obligated to reimburse Landlord for, transfer or encumber and Landlord shall not be obligated to continue with, any interest work beyond the two thousand dollar ($2,000) amount relating to a Tenant requested act as identified in this Lease the previous sentence, until Tenant has agreed in writing to pay Landlord's additional costs in excess of two thousand dollars (either absolutely or collaterally) $2,000). The following actions by Tenant shall not be considered an assignment or sublease of the Premises for purposes of this Section 12.1 (i) assignment of the Lease pursuant to a merger, consolidation or allow any third party to use reorganization; (ii) a sale of all or substantially all of the assets of Tenant; (iii) a sale or transfer of all or any portion of the Premises (collectively or individually, a “Transfer”) without the prior written consent stock of Landlord, which consent shall not be unreasonably withheld. Without limitation, Tenant agrees that Landlord’s consent shall not be considered unreasonably withheld if: (1) the proposed transferee’s financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee is a governmental organization or present occupant of the Property, or Landlord is otherwise engaged in lease negotiations with the proposed transferee for other premises in the Property; (3) any uncured event of default exists under this Lease (or a condition exists which, with the passage of time or giving of notice, would become an event of default); (4) any portion of the Building or Premises would likely become subject to additional or different Laws as a consequence of the proposed Transfer; (5) the proposed transferee’s use of the Premises conflicts with the Permitted Use or any exclusive usage rights granted to any other tenant in the Building; (6) the use, nature, business, activities or reputation in the business community of the proposed transferee (or its principals, employees or invitees) does not meet Landlord’s standards for Building tenants; (7) either the Transfer or any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its AffiliatesTenant; or (8) iv) the proposed transferee is transfer through whatever means of the Lease to any parent, subsidiary, or has been involved in litigation other entity directly or indirectly affiliated with Landlord or any of its Affiliates. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Any attempted Transfer in violation of this Article is voidable at Landlord’s option.

Landlord’s Consent Required. Subject to the remaining provisions of this Article 11, but notwithstanding anything to the contrary contained elsewhere in this Lease, Tenant shall not voluntarily or by operation of law assign, transfer, hypothecate, mortgage, sublet, or otherwise transfer or encumber all or any part of Tenant's interest in this Lease (either absolutely or collaterally) or sublease or allow any third party to use any portion of in the Premises (hereinafter collectively or individuallya "TRANSFER"), a “Transfer”) without the Landlord's prior written consent of Landlordconsent, which consent shall not be unreasonably withheld. Without limitation, Tenant agrees that Landlord shall respond to Tenant's written request for consent hereunder within thirty (30) days after Landlord’s consent shall not be considered unreasonably withheld if: (1) the proposed transferee’s financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee is a governmental organization or present occupant 's receipt of the Property, or Landlord is otherwise engaged in lease negotiations with the proposed transferee for other premises in the Property; (3) any uncured event of default exists under this Lease (or a condition exists which, with the passage of time or giving of notice, would become an event of default); (4) any portion of the Building or Premises would likely become subject to additional or different Laws as a consequence of the proposed Transfer; (5) the proposed transferee’s use of the Premises conflicts with the Permitted Use or any exclusive usage rights granted to any other tenant in the Building; (6) the use, nature, business, activities or reputation in the business community of the proposed transferee (or its principals, employees or invitees) does not meet Landlord’s standards for Building tenants; (7) either the Transfer or any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any of its Affiliates. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer and written request from Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Any attempted Transfer in violation without such consent shall be void and shall constitute a material default and breach of this Article is voidable Lease. Tenant's written request for Landlord's consent shall include, and Landlord's thirty (30) day response period referred to above shall not commence, unless and until Landlord has received from Tenant, all of the following information: (a) financial statements for the proposed assignee or subtenant for the past three (3) years prepared in accordance with generally accepted accounting principles, (b) federal tax returns for the proposed assignee or subtenant for the past three (3) years, (c) a TRW credit report or similar report on the proposed assignee or subtenant, (d) a detailed description of the business the assignee or subtenant intends to operate at Landlord’s option.the Premises, (e) the proposed effective date of the assignment or sublease, (f) a copy of the proposed sublease or assignment agreement which includes all of the terms and conditions of the proposed assignment or sublease, (g) a detailed description of any ownership or commercial relationship between Tenant and the proposed assignee or subtenant, (h) a detailed description of any Alterations the proposed assignee or subtenant desires to make to the Premises, and (i) a Hazardous Materials Disclosure Certificate substantially in the form of

Landlord’s Consent Required. Subject to the remaining provisions of this Article 11, but notwithstanding anything to the contrary contained elsewhere in this Lease, Tenant shall not voluntarily or by operation of law assign, transfer sublet, license, transfer, mortgage, change ownership, hypothecate, or otherwise encumber all or any part of Tenant’s interest in this Lease (either absolutely or collaterally) or sublease or allow any third party to use any portion of in the Premises (collectively or individually, a “Transfer”) without the prior written consent of Landlord in each instance, and any attempted Transfer without such consent shall be wholly void and shall confer no rights upon any third parties. Without in any way limiting Landlord’s right to refuse to give such consent for any other reason or reasons, which Landlord reserves the right to refuse to give such consent if in Landlord’s sole discretion and opinion the quality of the business operation conducted on the Premises or throughout any other portion of the Shopping Center is, or may be, in any way adversely affected during the Lease Term by such proposed Transfer, or such Transfer would result in a change of the Permitted Use, or the financial worth of the proposed new tenant (and Guarantor, if applicable) such consent shall not be unreasonably withheld. Without limitation, Tenant agrees that to reimburse Landlord for Landlord’s reasonable legal and administrative expenses incurred in conjunction with the processing of documents relating to each proposed Transfer, whether or not the Transfer is consummated, which in any event shall not be any less than Seven Hundred Fifty and 00/100 Dollars ($750.00). Furthermore, Landlord hereby reserves the right to condition Landlord’s consent to any assignment or sublease upon Landlord’s receipt from Tenant of a written agreement, in form and substance acceptable to Landlord, pursuant to which Tenant shall not be considered unreasonably withheld if: pay over to Landlord fifty percent (150%) of all rent received by Tenant from any such subtenant or assignee, either initially or over the proposed transferee’s financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee is a governmental organization or present occupant term of the Propertyassignment or sublease, or Landlord is otherwise engaged in lease negotiations with excess of the proposed transferee rent called for other premises hereunder, or, in case of the Property; (3) any uncured event sublease of default exists under this Lease (or a condition exists which, with the passage of time or giving of notice, would become an event of default); (4) any portion of the Building or Premises would likely become subject Premises, in excess of such rent fairly allocable to additional or different Laws as a consequence of the proposed Transfersuch portion, after appropriate adjustments to assure that all other payments called for hereunder are taken into account; (5) the proposed transferee’s use of the Premises conflicts with the Permitted Use or any exclusive usage rights granted to any other tenant in the Building; (6) the useor, nature, business, activities or reputation in the business community of the proposed transferee (or its principals, employees or invitees) does not meet Landlord’s standards for Building tenants; (7) either the Transfer or any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any of its Affiliates. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Any attempted Transfer in violation of this Article is voidable at Landlord’s option, terminate this Lease in the event such agreement is not forthcoming.

Landlord’s Consent Required. Subject to the remaining provisions of this Article 11, but notwithstanding anything to the contrary contained elsewhere in this Lease, (a) Tenant shall not assign, transfer, mortgage or otherwise transfer or encumber (which shall include an assignment by operation of law other than as set forth in Section 18.1(d)(i)) (collectively, "assign") or sublet all or any part of Tenant's interest in this Lease (either absolutely or collaterally) or sublease or allow any third party to use any portion of in the Premises (collectively or individually, a “Transfer”) without the Landlord's prior written consent of Landlord, which consent shall not be unreasonably withheldwithheld and shall be provided to Tenant within fifteen (15) days of Landlord's receipt of the request provided that Tenant's criteria includes the relevant criteria listed in the following sentence. Without limitationlimiting the factors, Tenant agrees that Landlord’s consent shall not be considered unreasonably withheld if: (1) the proposed transferee’s financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee is a governmental organization or present occupant of the Propertycriteria, or circumstances under which Landlord is otherwise engaged in lease negotiations with the proposed transferee for other premises in the Property; (3) any uncured event of default exists under this Lease (or a condition exists which, with the passage of time or giving of notice, would become an event of default); (4) any portion of the Building or Premises would likely become subject to additional or different Laws as a consequence of the proposed Transfer; (5) the proposed transferee’s use of the Premises conflicts with the Permitted Use or any exclusive usage rights granted to any other tenant in the Building; (6) the use, nature, business, activities or reputation in the business community of the proposed transferee (or its principals, employees or invitees) does not meet Landlord’s standards for Building tenants; (7) either the Transfer or any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any of its Affiliates. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld may "reasonably" withhold its consent to a proposed Transfer assignment or sublease, and Tenant’s sole remedy shall be an action subject also to enforce any such provision through specific performance or declaratory judgment. Any attempted Transfer in violation remaining provisions of this Article is voidable at Section 18.1, Landlord may withhold its consent to any proposed assignment or sublease if any of the following facts or circumstances exist: (a) in the good faith business judgment of Landlord’s option, the proposed assignee or subtenant would make an undesirable or inappropriate change or intensification of use of the Premises or the Common Areas; (b) Landlord has a good faith business reason for not having such proposed assignee or subtenant as an occupant of the Premises (e.g., a prior negative relationship between Landlord and such proposed assignee or subtenant and/or the business principals of the proposed assignee or subtenant, or Landlord has received negative references/comments from prior landlords and/or creditors of such proposed assignee or subtenant); (c) Such proposed assignee or subtenant does not have the financial strength and/or creditworthiness, in Landlord's good faith business judgment, sufficient to satisfy and perform Tenant's obligations under this Lease; or (d) leasing to such such proposed assignee or subtenant would violate any limitations imposed by the Internal Revenue Code and the Regulations promulgated thereunder relating to real estate investment trusts. Assignment or subletting shall not release Tenant from its obligations hereunder. Tenant shall not (i) sublet or assign or enter into other arrangements such that the amounts to be paid by the sub-tenant or assignee thereunder would be based, in whole or in part, on the income or profits derived by the business activities of the sub-tenant or assignee; (ii) sublet the Premises or assign this Lease to any person in which Landlord owns an interest, directly or indirectly (by applying constructive ownership rules set forth in Section 856(d)(5) of the Internal Revenue Code (the "Code"); or (iii) sublet the Premises or assign this Lease in any other manner which could cause any portion of the amounts received by Landlord pursuant to this Lease or any sublease to fail to qualify as "rents from real property" within the meaning of Section 856(d) of the Code, or which could cause any other income received by Landlord to fail to qualify as income described in Section 856(c)(2) of the Code. The requirements of this Section 18.1 shall apply to any further subleasing by any subtenant.

Landlord’s Consent Required. Subject to the remaining provisions of this Article 11, but notwithstanding anything to the contrary contained elsewhere in this Lease, Tenant shall not assign, transfer or encumber any interest in this Lease (either absolutely or collaterally) or sublease or allow any third party to use any portion of the Premises (collectively or individually, a “Transfer”) without the prior written consent of Landlord, which consent shall not be unreasonably withheldwithheld (except that Tenant may permit the use or occupancy of a portion of the Premises not to exceed a total of 10% of the Rentable Square Footage of the Premises (and which shall not be comprised of a full floor of the Premises) by representatives of any entity which is then performing audit or similar services or services related to Tenant’s business which were previously performed or could be performed by employees of Tenant). Without limitation, Tenant agrees that Landlord’s consent shall not be considered unreasonably withheld if: (1) the proposed transferee’s financial condition does not meet indicate the criteria ability to fully perform the financial obligations under this Lease as determined by Landlord uses to select Building tenants having similar leasehold obligationsin its reasonable discretion; (2) the proposed transferee is a governmental organization or present occupant of the Propertyorganization, or Landlord is otherwise engaged in lease negotiations with the proposed transferee for other premises in the Property; (3) any uncured event of default exists under this Lease (or a condition exists which, with the passage of time or giving of notice, would become an event of default)Lease; (4) any portion of the Building or Premises would likely become subject to additional or different Laws as a consequence of the proposed TransferTransfer and such Laws would have a material and adverse affect on Landlord; (5) the proposed transferee’s use of the Premises conflicts with the Permitted Use or any exclusive usage rights granted to any other tenant in the Building; (6) the use, nature, business, or activities or reputation in the business community of the proposed transferee (or its principals, employees or invitees) does not meet Landlord’s the standards for Building tenantstenants of Comparable Buildings; (7) either the Transfer or any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is or has been involved in material litigation with Landlord or any of its AffiliatesAffiliates within the past two (2) years; (8) Landlord determines, in its reasonable discretion, that the proposed Transfer would be detrimental to Landlord’s business or the operation of the Building; or (9) the proposed Transfer would adversely and materially affect the program grants payable under the EDA at the time of the Transfer. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. If Tenant prevails in such action, then Tenant shall have the right to terminate the Lease with respect to the portion of the Premises which was the subject of the proposed Transfer effective as of the earlier of the date Tenant actually vacates such portion of the Premises or the date that the action is finally adjudicated. Any attempted Transfer in violation of this Article is voidable at Landlord’s option.

Landlord’s Consent Required. Subject to the remaining provisions of this Article 11, but notwithstanding anything to the contrary contained elsewhere in this Lease, Tenant shall not voluntarily or by operation of law assign, transfer, sublet, mortgage, collaterally assign, or otherwise transfer or encumber (referred to as “Assignment of Interest”) all or any part of Tenant’s interest in this the Lease (either absolutely or collaterally) or sublease or allow any third party to use any portion of in the Premises (collectively or individuallyPremises, a “Transfer”) without the Landlord’s prior written consent of Landlordconsent, which consent shall not be unreasonably withheld. Without limitationLandlord shall respond to Tenant’s request for consent hereunder within fifteen (15) days of delivery of a request for Landlord’s approval, Tenant agrees that accompanied by all reasonable materials requested for Landlord’s review. Any attempted Assignment of Interest without Landlord’s consent shall not be considered unreasonably withheld ifvoid, and shall constitute a material default and breach of this Lease without a requirement for notice to Tenant under any provision of this Lease. Notwithstanding the foregoing, Tenant may assign all or part of this Lease, or sublet all or part of the Premises, to: (1i) any corporation that has the proposed transfereepower to direct Tenant’s financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligationsmanagement and operation, or any corporation whose management and operation is controlled by Tenant; (2ii) any corporation a majority of whose voting stock is owned by Tenant; (iii) any corporation in which or with which Tenant, its corporate successors, or assigns, is merged or consolidated, in accordance with applicable statutory provisions for merger or consolidation of corporations, so long as the proposed transferee is a governmental organization or present occupant liabilities of the Propertycorporations participating in the merger or consolidation are assumed by the corporation surviving or created by such merger and the successor has a net worth no less than Tenant’s net worth immediately prior to such merger, consolidation, acquisition, or Landlord is otherwise engaged in lease negotiations with the proposed transferee for other premises in the Property; (3) any uncured event of default exists under this Lease (or a condition exists which, with the passage of time or giving of notice, would become an event of default); (4) any portion of the Building or Premises would likely become subject to additional or different Laws as a consequence of the proposed Transfer; (5) the proposed transferee’s use of the Premises conflicts with the Permitted Use or any exclusive usage rights granted to any other tenant in the Building; (6) the use, nature, business, activities or reputation in the business community of the proposed transferee (or its principals, employees or invitees) does not meet Landlord’s standards for Building tenants; (7) either the Transfer or any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliatesassumption; or (8) the proposed transferee is or has been involved in litigation with Landlord or iv) any of its Affiliates. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent corporate successor to a proposed Transfer and successor corporation becoming such by either of the methods described in clause (iii) or (iv), so long as on the completion of such merger, consolidation, acquisition, or assumption, the successor has a net worth no less than Tenant’s sole remedy shall be an action net worth immediately prior to enforce any such provision through specific performance merger, consolidation, acquisition, or declaratory judgment. Any attempted Transfer in violation of this Article is voidable at Landlord’s optionassumption.

Landlord’s Consent Required. Subject to the remaining provisions of this Article 11, but notwithstanding anything to the contrary contained elsewhere in this Lease, Tenant shall not assign, transfer or encumber any interest in this Lease (either absolutely or collaterally) or sublease or allow any third party to use any portion of the Premises (collectively or individually, a “Transfer”) without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Without limitation, Tenant agrees that Landlord’s consent shall not be considered unreasonably withheld withheld, conditioned or delayed if: (1) the proposed transferee’s financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee is a governmental organization or present occupant of the Property, or Landlord is otherwise engaged in lease negotiations with the proposed transferee for other premises in the Property; (3) any uncured event of default exists under this Lease (or a condition exists which, with the passage of time or giving of notice, would become an event of default); (4) any portion of the Building or Premises would likely become subject to additional or different Laws as a consequence of the proposed Transfer; (5) the proposed transferee’s use of the Premises conflicts with the Permitted Use or any exclusive usage rights granted to any other tenant in the Building; (6) the use, nature, business, activities or reputation in the business community of the proposed transferee (or its principals, employees or invitees) does not meet Landlord’s commercially reasonable standards for Building tenants; (7) either the Transfer or any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any of its Affiliates. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Any attempted Transfer in violation of this Article is voidable at Landlord’s option.

Landlord’s Consent Required. Subject to the remaining provisions of this Article 11, but notwithstanding anything to the contrary contained elsewhere in this Lease, A. Tenant shall may not assign, transfer assign or encumber any interest in sublet this Lease (either absolutely or collaterally) or sublease or allow any third party to use any portion of the Premises (collectively or individually, a “Transfer”) without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned, or delayed. Without limitationLandlord's consent to such assignment shall not operate to relieve Tenant from liability hereunder and Tenant shall nevertheless at all times remain fully responsible and liable for the payment of rent and the performance and observance of all of Tenant's other obligations under the terms, conditions and covenants of this Lease. No assignment where Landlord's consent is required shall be binding upon Landlord unless and until Landlord has consented thereto in writing and such assignee shall deliver to Landlord an instrument (in recordable form, if requested) pursuant to which assignee assumes all of Tenant's obligations under this Lease. No sublease where Landlord's consent is required shall be binding upon Landlord unless and until Landlord has consented thereto in writing and unless and until Landlord has received a fully executed sublease consistent with the terms hereof. If Tenant enters into a sublease of the Leased Premises, Landlord shall be entitled to collect directly from the subtenant all amounts owed by Tenant to Landlord hereunder. Notwithstanding the foregoing and provided that at the time of such assignment or sublease, there has been no material or substantial adverse change in the Guarantor's financial position and the guaranty remains in full force and effect, Tenant agrees that Landlord’s consent shall not be considered unreasonably withheld if: (1) the proposed transferee’s financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee is a governmental organization or present occupant of the Property, or Landlord is otherwise engaged in lease negotiations with the proposed transferee for other premises in the Property; (3) any uncured event of default exists under may assign this Lease (or a condition exists which, with the passage of time sublease all or giving of notice, would become an event of default); (4) any portion of the Building or Leased Premises would likely become subject without Landlord's consent to additional or different Laws as a consequence any of the proposed Transferfollowing (a "Permitted Transferee"): (i) any successor corporation or other entity resulting from a merger or consolidation of Tenant or Guarantor; (5ii) the proposed transferee’s use any purchaser of the Premises conflicts with the Permitted Use all or any exclusive usage rights granted to any other tenant in the Buildingsubstantially all of Tenant's assets; (6iii) the useany entity (including a joint venture or limited partnership) which controls, natureis controlled by, business, activities or reputation in the business community of the proposed transferee (or its principals, employees or invitees) does not meet Landlord’s standards for Building tenantsis under common control with Tenant; (7iv) either to the Transfer or any consideration payable to Landlord Guarantor (as defined in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its AffiliatesSection 23.03 hereof); or (8) v) an affiliate or franchisee of Tenant or the proposed transferee is or has been involved in litigation with Landlord or any of its AffiliatesGuarantor. Tenant shall not be entitled to receive monetary damages based upon a claim that give Landlord unreasonably withheld its consent thirty (30) days prior written notice of such assignment or sublease. Any Permitted Transferee shall assume in writing all of Tenant's obligations under this Lease. Tenant shall nevertheless at all times remain fully responsible and liable for the payment of rent and the performance and observance of all of Tenant's other obligations under this Lease; unless such assignment is to a proposed Transfer and Tenant’s sole remedy limited liability company comprised of one (1) single asset, this Lease, in which event Tenant shall be an action to enforce any relieved of its obligations under this Lease effective as of the date Landlord recieves sufficent notice that such provision through specific performance or declaratory judgment. Any attempted Transfer in violation of assignee assumes full responsibility and liability for Tenant's obligations under this Article is voidable at Landlord’s optionLease.

Landlord’s Consent Required. Subject to the remaining provisions of this Article 11, but notwithstanding anything to the contrary contained elsewhere Other than in this Leaseconnection with a Permitted Transfer (as defined below), Tenant shall not assign, sublet, enter into franchise, license or concession agreements, change ownership or voting control, mortgage, encumber, pledge, hypothecate or otherwise transfer (including any transfer by operation of law) all or encumber any part of this Lease or Tenant’s interest in this Lease (either absolutely or collaterally) or sublease or allow any third party to use any portion of the Premises (collectively or individually, a “Transfer”) without the prior first obtaining Landlord's written consent of Landlordconsent, which consent shall may not be unreasonably withheld, conditioned or delayed. Any such assignment, encumbrance, transfer or sublease without Landlord's written consent shall be voidable and, at Landlord's election, shall constitute a default under this Lease. No consent to any such assignment, encumbrance transfer or sublease shall constitute consent to any future assignment, encumbrance, transfer or sublease or a further waiver of the provisions of this Section 16.1. In determining whether to grant or withhold consent to a proposed Transfer, Landlord may consider any reasonable factor. Without limitationlimiting what may be construed as a reasonable factor, Tenant agrees it is hereby agreed that Landlord’s consent shall not any one of the following factors will be considered unreasonably withheld ifreasonable grounds for disapproval of a proposed assignment or sublease: (1a) the proposed transferee’s Transferee does not, in Landlord's reasonable judgment, have sufficient financial condition does not meet worth considering the criteria Landlord uses to select Building tenants having similar leasehold obligationsresponsibility involved; (2b) the proposed transferee is Transferee does not, in Landlord's reasonable judgment, have as good a governmental organization or present occupant of reputation as Tenant; (c) Landlord has received from any prior lessor to the Property, or Landlord is otherwise engaged in lease negotiations proposed Transferee a negative report concerning such prior lessor's experience with the proposed transferee for other premises in the Propertyassignee or subtenant; (3d) any uncured event of default exists under this Lease (Landlord or a condition exists whichits officers, owners and/or affiliates have had prior negative leasing experience with the passage of time or giving of notice, would become an event of default)proposed Transferee; (4) any portion of the Building or Premises would likely become subject to additional or different Laws as a consequence of the proposed Transfer; (5e) the proposed transferee’s Transferee does not, in Landlord's reasonable judgment, have managerial and operational skills at least as adequate as those of Tenant; (f) the use of the Premises conflicts by the proposed assignee or subtenant will not be identical to the permitted use as provided in this Lease; (g) in Landlord's reasonable judgment, the proposed Transferee is engaged in a business, and the Premises, or the relevant part thereof, will be used in a manner, that is not in keeping with the Permitted Use or any exclusive usage rights granted to any other tenant in the Building; (6) the use, nature, business, activities or reputation in the business community then standards of the proposed transferee (or its principals, employees or invitees) does not meet Landlord’s standards for Building tenants; (7) either the Transfer or any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its AffiliatesFacility; or (8) h) the use of the Premises by the proposed transferee is or has been involved in litigation with Landlord or Transferee will violate any of its Affiliates. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Any attempted Transfer in violation of this Article is voidable at Landlord’s optionapplicable law.

Landlord’s Consent Required. Subject Tenant shall not voluntarily or by operation of law assign, transfer, hypothecate, mortgage, sublet, or otherwise transfer or encumber all or any part of Tenant's interest in this Lease or in the Premises (hereinafter collectively a "Transfer"), without Landlord's prior written consent, which shall not be unreasonably withheld, conditioned or delayed. Landlord shall respond to Tenant's written request for consent hereunder within thirty (30) days after Landlord's receipt of the written request from Tenant. Any attempted Transfer without such consent shall be void and shall constitute a material default and breach of this Lease. Tenant's written request for Landlord's consent shall include, and Landlord's thirty (30) day response period referred to above shall not commence, unless and until Landlord has received from Tenant, all of the following information: (a) financial statements for the proposed assignee or subtenant for the past three (3) years prepared in accordance with generally accepted accounting principles, (b) federal tax returns for the proposed assignee or subtenant for the past three (3) years, (c) a TRW credit report or similar report on the proposed assignee or subtenant, (d) a detailed description of the business the assignee or subtenant intends to operate at the Premises, (e) the proposed effective date of the assignment or sublease, (f) a copy of the proposed sublease or assignment agreement which includes all of the terms and conditions of the proposed assignment or sublease, (g) a detailed description of any ownership or commercial relationship between Tenant and the proposed assignee or subtenant, and (h) a detailed description of any Alterations the proposed assignee or subtenant desires to make to the remaining provisions Premises. If the obligations of the proposed assignee or subtenant will be guaranteed by any person or entity, Tenant's written request shall not be considered complete until the information described in (a), (b) and (c) of the previous sentence has been provided with respect to each proposed guarantor. "Transfer" shall also include the transfer (a) if Tenant is a corporation, and Tenant's stock is not publicly traded over a recognized securities exchange, of more than forty nine percent (49%) of the voting stock of such corporation during the Term of this Article 11Lease (whether or not in one or more transfers) or the dissolution, but notwithstanding anything to merger or liquidation of the contrary contained elsewhere corporation, or (b) if Tenant is a partnership or other entity, of more than forty nine percent (49%) of the profit and loss participation in such partnership or entity during the Term of this LeaseLease (whether or not in one or more transfers) or the dissolution, merger or liquidation of the partnership or entity. If Tenant is a limited or general partnership (or is comprised of two or more persons, individually or as co-partners), Tenant shall not assignbe entitled to change or convert to (i) a limited liability company, transfer (ii) a limited liability partnership or encumber (iii) any interest in this Lease (either absolutely or collaterally) or sublease or allow any third party to use any portion other entity which possesses the characteristics of the Premises (collectively or individually, a “Transfer”) limited liability without the prior written consent of Landlord, which consent shall not may be unreasonably withheld. Without limitation, Tenant agrees that given or withheld in Landlord’s sole discretion. Tenant's sole remedy in the event that Landlord shall wrongfully withhold consent to or disapprove any assignment or sublease shall not be considered unreasonably withheld if: (1) to obtain an order by a court of competent jurisdiction that Landlord grant such consent; in no event shall Landlord be liable for damages with respect to its granting or withholding consent to any proposed assignment or sublease. If Landlord shall exercise any option to recapture the proposed transferee’s financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee is a governmental organization or present occupant of the PropertyPremises, or Landlord is otherwise engaged in lease negotiations with the proposed transferee shall deny a request for other premises in the Property; (3) any uncured event of default exists under this Lease (or a condition exists which, with the passage of time or giving of notice, would become an event of default); (4) any portion of the Building or Premises would likely become subject to additional or different Laws as a consequence of the proposed Transfer; (5) the proposed transferee’s use of the Premises conflicts with the Permitted Use or any exclusive usage rights granted to any other tenant in the Building; (6) the use, nature, business, activities or reputation in the business community of the proposed transferee (or its principals, employees or invitees) does not meet Landlord’s standards for Building tenants; (7) either the Transfer or any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any of its Affiliates. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer assignment or sublease, Tenant shall indemnify, defend and Tenant’s sole remedy shall hold Landlord harmless from and against any and all losses, liabilities, damages, costs and claims that may be an action to enforce made against Landlord by the proposed assignee or subtenant, or by any such provision through specific performance brokers or declaratory judgment. Any attempted Transfer other persons claiming a commission or similar compensation in violation of this Article is voidable at Landlord’s optionconnection with the proposed assignment or sublease.

Landlord’s Consent Required. Subject Tenant shall not voluntarily or by operation of law assign, transfer, hypothecate, mortgage, sublet, or otherwise transfer or encumber all or any part of Tenant's interest in this Lease or in the Premises (hereinafter collectively a "Transfer"), without Lxxxxxxx's prior written consent, which shall not be unreasonably withheld. Landlord shall respond to Txxxxx's written request for consent hereunder within thirty (30) days after Lxxxxxxx's receipt of the written request from Txxxxx. Any attempted Transfer without such consent shall be void and shall constitute a default and breach of this Lease. Txxxxx's written request for Lxxxxxxx's consent shall include, and Lxxxxxxx's thirty (30) day response period referred to above shall not commence, unless and until Landlord has received from Tenant, all of the following information: (a) financial statements for the proposed assignee or subtenant prepared in accordance with generally accepted accounting principles for the lesser of (i) the past three (3) years or (ii) the time period the assignee or subtenant has been in existence, (b) federal tax returns for the proposed assignee or subtenant for the lesser of (i) the past three (3) years or (ii) the time period the assignee or subtenant has been in business, (c) a TRW credit report or similar report on the proposed assignee or subtenant, (d) a detailed description of the business the assignee or subtenant intends to operate at the Premises, (d) the proposed effective date of the assignment or sublease, (f) a copy of the proposed sublease or assignment agreement which includes all of the terms and conditions of the proposed assignment or sublease, (g) a detailed description of any ownership or commercial relationship between Tenant and the proposed assignee or subtenant and (h) a detailed description of any Alterations the proposed assignee or subtenant desires to make to the remaining provisions Premises. If the obligations of the proposed assignee or subtenant will be guaranteed by any person or entity, Txxxxx's written request shall not be considered complete until the information described in (a), (b) and (c) of the previous sentence has been provided with respect to each proposed guarantor. Except as to any Related Party Assignment (as defined below), "Transfer" shall also include the transfer (a) if Tenant is a corporation, and Tenant's stock is not publicly traded over a recognized securities exchange, of more than fifty percent (50%) of the voting stock of such corporation during the term of this Article 11Lease (whether or not in one or more transfers) or the dissolution, but notwithstanding anything to merger or liquidation of the contrary contained elsewhere corporation, or (b) if Tenant is a partnership or other entity, of more than fifty percent (50%) of the profit and loss participation in such partnership or entity during the term of this LeaseLease (whether or not in one or more transfers) or the dissolution, merger or liquidation of the partnership. If Tenant is a limited or general partnership (or is comprised of two or more persons, individually or as co-partners), Tenant shall not assignbe entitled to change or convert to (i) a limited liability company, transfer (ii) a limited liability partnership or encumber (iii) any interest in this Lease (either absolutely or collaterally) or sublease or allow any third party to use any portion other entity which possesses the characteristics of the Premises (collectively or individually, a “Transfer”) limited liability without the prior written consent of Landlord, which consent may be given or withheld in Landlord's sole discretion. Txxxxx's sole remedy in the event that Landlord shall not wrongfully withhold consent to or disapprove any assignment or sublease shall be unreasonably withheldto obtain an order by a court of competent jurisdiction that Landlord grant such consent; in no event shall Landlord be liable for damages with respect to its granting or withholding consent to any proposed assignment or sublease. Without limitationIf Landlord shall exercise any option to recapture the Premises, or shall deny a request for consent to a proposed assignment or sublease, Tenant agrees shall indemnify, defend and hold Landlord harmless from and against any and all losses, liabilities, damages, costs and claims that may be made against Landlord by the proposed assignee or subtenant, or by any brokers or other persons claiming a commission or similar compensation in connection with the proposed assignment or sublease. Notwithstanding the foregoing, Tenant may, upon written notice to Landlord but without obtaining Landlord’s consent, assign this Lease or all or any portion of the Premises to (i) any parent or subsidiary entity of Tenant or such parent, (ii) any person or entity that acquires all or substantially all of Tenant’s assets or stock, or (iii) any entity with which Tenant merges, regardless of whether Tenant is the surviving entity (collectively, a “Related Party Assignment”). In addition, Lxxxxxxx’s consent shall not be considered unreasonably withheld if: required for any sale or other transfer of Tenant’s stock (1A) the proposed transferee’s financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; in any initial or subsequent public offering by Tenant, (2B) the proposed transferee if Tenant is a governmental organization public company, the sale or present occupant transfer of the Property, or Landlord is otherwise engaged in lease negotiations with the proposed transferee for other premises in the Property; (3) any uncured event of default exists under this Lease (or a condition exists which, with the passage of time or giving of notice, would become an event of default); (4) any portion of the Building or Premises would likely become subject to additional or different Laws as a consequence of the proposed Transfer; (5) the proposed transferee’s use of the Premises conflicts with the Permitted Use or any exclusive usage rights granted to any other tenant in the Building; (6) the use, nature, business, activities or reputation in the business community of the proposed transferee (or its principals, employees or invitees) does not meet Landlord’s standards for Building tenants; (7) either the Transfer or any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any of its Affiliates. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer and Tenant’s sole remedy stock to take Tenant private, each of which shall also be an action to enforce any such provision through specific performance or declaratory judgment. Any attempted Transfer in violation of this Article is voidable at Landlord’s optionconsidered a Related Party Assignment.

Landlord’s Consent Required. Subject to the remaining provisions of this Article 11, but notwithstanding anything to the contrary contained elsewhere in this Lease, (a) Tenant shall not assign, transfer, mortgage, or otherwise transfer or encumber (collectively, "assign") or sublet all or any part of Tenant's interest in this Lease (either absolutely or collaterally) or sublease or allow any third party to use any portion of in the Premises (collectively or individually, a “Transfer”) without the Landlord's prior written consent of Landlordconsent, which consent shall not be unreasonably withheld. Without limitationRelevant criteria in determining reasonability of consent include, Tenant agrees that Landlord’s consent but are not limited to, credit history of a proposed assignee or sublessee, references from prior landlords, any change or intensification of use of the Premises or the Common Areas, and any limitations imposed by the Internal Revenue Code and the Regulations promulgated thereunder relating to Real Estate Investment Trusts. Assignment or sublet shall not release Tenant from its obligations hereunder. Tenant shall not (i) sublet, assign, or enter into other arrangements in which the amounts to be considered unreasonably withheld if: (1) paid by the proposed transferee’s financial condition does not meet sublessee or assignee thereunder would be based, in whole or in part, on the criteria Landlord uses to select Building tenants having similar leasehold obligationsincome or profits derived by the business activities of the sublessee or assignee; (2ii) sublet the proposed transferee is a governmental organization Premises or present occupant assign this Lease to any person or entity in which Landlord owns an interest, directly or indirectly (by applying constructive ownership rules set forth in Section 856(d)(5) of the Property, Internal Revenue Code (the "Code"); or Landlord is otherwise engaged in lease negotiations with (iii) sublet the proposed transferee for other premises in the Property; (3) any uncured event of default exists under Premises or assign this Lease (or a condition exists which, with the passage of time or giving of notice, would become an event of default); (4) in any other manner which could cause any portion of the Building amounts received by Landlord pursuant to this Lease or Premises would likely become subject any sublease to additional or different Laws fail to qualify as a consequence "rents from real property" within the meaning of Section 856(d) of the proposed Transfer; Code, or which could cause any other income received by Landlord to fail to qualify as income described in Section 856(c)(2) of the Code. The requirements of this Section 12.1 shall apply to any further subleasing by any subtenant. Notwithstanding the foregoing, in the event of any assignment or subletting to which Landlord consents, Landlord shall receive fifty percent (550%), in the event of a sublease, of any rent received by Tenant above the rent then being paid by Tenant to Landlord less: (i) rent obligations paid by Tenant hereunder during any period when the proposed transferee’s use Premises were vacant following the marketing of the Premises conflicts with for such sublease; (ii) the Permitted Use costs of any tenant improvements made or allowance given to the subtenant for tenant improvements; (iii) any exclusive usage rights granted to free rent or other economic concessions given the subtenant; and (iv) any other tenant commissions or marketing expense paid by Tenant for such sublease. In addition, Landlord shall receive fifty percent (50%), in the Building; (6) event of an assignment, of any profit derived by Tenant from such assignment less any commissions or marketing expense paid by Tenant for such assignment. In the useevent of any assignment or subletting, nature, business, activities or reputation in the business community of the proposed transferee (or its principals, employees or invitees) does not meet Landlord’s standards for Building tenants; (7) either the Transfer or any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable Tenant shall pay to Landlord or its Affiliates; authorized managing agent (as directed by Landlord) a fee of $750.00 to cover Landlord's costs of review, negotiation, preparation or (8) execution of any documentation regarding such assignment or subletting. Notwithstanding the proposed transferee is or has been involved in litigation with foregoing, Tenant may sublease up to 50% of the Premises, pursuant to this Section, and Landlord or any of its Affiliates. Tenant shall not be entitled to receive monetary damages based upon a claim that any portion of the profit derived from such sublease. Landlord unreasonably withheld its consent to shall approve or disapprove a proposed Transfer and sublease of up to 50% of the Premises within ten (10) days following receipt of Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Any attempted Transfer in violation of this Article is voidable at Landlord’s option's written request.

Landlord’s Consent Required. Subject Except as provided below with respect to the remaining provisions assignment of this Article 11, but notwithstanding anything to the contrary contained elsewhere in this LeaseLease following Tenant's bankruptcy, Tenant shall will not assign, effect a transfer or encumber any interest in this Lease (either absolutely or collaterally) or sublease or allow any third party to use any portion of without first obtaining the Premises (collectively or individually, a “Transfer”) without the prior written consent of Landlord, which consent Landlord shall not unreasonably withhold provided that all of the requirements of paragraph B. of this Section 13 are satisfied. As used in this Section 13, any of the following shall be unreasonably withhelddeemed to be a transfer: assignment of this Lease, in whole or in part; sublet of all or any part of the Premises; any license allowing anyone other than Tenant to use or occupy all or any part of the Premises; a pledge or encumbrance by mortgage or other instrument of Tenant's interest in this Lease; any transfer of corporate shares as described in paragraph C. of this Section 13; or any transfer of partnership interest as described in paragraph D. of this Section 13. Without limitationNotwithstanding the foregoing, Tenant agrees that (i) Landlord’s 's consent shall not be considered unreasonably withheld if: (1) required for the proposed transferee’s financial condition does not meet occupancy right or sublease of space within the criteria Landlord uses Premises to select Building tenants having similar leasehold obligations; (2) Rapidsite, Inc., the proposed transferee is a governmental organization or present occupant wholly-owned subsidiary of the PropertyTenant, provided; however, that Tenant shall provide Landlord with a true copy of any that occupancy agreement or Landlord is otherwise engaged in lease negotiations with the proposed transferee for other premises in the Property; sublease upon execution of same and (3ii) any uncured event of default exists under this Lease (or a condition exists which, with the passage of time or giving of notice, would become an event of default); (4) any portion of the Building or Premises would likely become subject to additional or different Laws as a consequence of the proposed Transfer; (5) the proposed transferee’s use of the Premises conflicts with the Permitted Use or any exclusive usage rights granted to any other tenant in the Building; (6) the use, nature, business, activities or reputation in the business community of the proposed transferee (or its principals, employees or invitees) does not meet Landlord’s standards for Building tenants; (7) either the Transfer or any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any of its Affiliates. Tenant shall not be entitled required to receive monetary damages based upon pay Landlord a claim that Transfer Fee in connection with such occupancy or sublease. Consent by Landlord unreasonably withheld its to any transfer shall not constitute a waiver of the requirement for such consent to any subsequent transfer. In lieu of approving any transfer, Landlord may elect to terminate this Lease as to the portion of the Premises affected by such transfer (together with such additional portion of the Premises needed by Landlord to render the terminated portion marketable) by giving Tenant notice of such election, in which event this Lease and the rights and obligations of the parties hereunder shall cease as of a proposed Transfer date set forth in such notice which date shall not be less than sixty (60) days after the date of such notice. If any improvements and expenditures are needed to the space so recaptured by Landlord to separate it from the remaining Premises, Tenant shall pay all cost to recapture the space. In the event of any such termination, all Rent (other than any Additional Rent due Landlord by reason of Tenant’s sole remedy 's failure to perform any of its obligations hereunder) shall be an action to enforce any adjusted as of the date of such provision through specific performance or declaratory judgment. Any attempted Transfer in violation of this Article is voidable at Landlord’s optiontermination.

Landlord’s Consent Required. Subject to the remaining provisions of this Article 11, but notwithstanding anything to the contrary contained elsewhere in this Lease, Tenant shall not have no right to, voluntarily or by operation of law, (a) assign, transfer transfer, mortgage or otherwise encumber (collectively, to “Assign” or an “Assignment”) all or any part of Tenant’s interest in this the Lease or in the Premises, or (either absolutely b) sublet (to “Sublet” or collaterally) or sublease or allow any third party to use any portion of the Premises (collectively or individually, a “TransferSublease”) all or any part of Tenant’s interest in the Lease or in the Premises, without the Landlord’s prior written consent of Landlordconsent, which consent shall not be unreasonably withheld. Without limitation, Tenant agrees that Landlord’s consent shall not be considered unreasonably withheld if: (1) the proposed transferee’s financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee is a governmental organization conditioned or present occupant of the Property, or Landlord is otherwise engaged in lease negotiations with the proposed transferee for other premises in the Property; (3) any uncured event of default exists under this Lease (or a condition exists which, with the passage of time or giving of notice, would become an event of default); (4) any portion of the Building or Premises would likely become subject to additional or different Laws as a consequence of the proposed Transfer; (5) the proposed transferee’s use of the Premises conflicts with the Permitted Use or any exclusive usage rights granted to any other tenant in the Building; (6) the use, nature, business, activities or reputation in the business community of the proposed transferee (or its principals, employees or invitees) does not meet Landlord’s standards for Building tenants; (7) either the Transfer or any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any of its Affiliates. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgmentdelayed. Any attempted Transfer Assignment or Sublease in violation of this Article is voidable at Section 7.1 shall be void, and shall constitute an Event of Default. Notwithstanding the foregoing, upon concurrent written notice to Landlord and without the need for Landlord’s optionconsent, Tenant may Assign or Sublet the Premises, in whole or in part, to any Affiliate of Tenant; provided that such Affiliate assumes Tenant’s obligations hereunder in a writing delivered to Landlord. If at any time during the Lease Term Tenant desires to Assign or Sublet all or part of this Lease or the Premises, except with respect to an Assignment or Sublease to an Affiliate for which only concurrent notice to Landlord is required, then Tenant shall give not less than thirty (30) days’ prior written notice to Landlord containing the following information: the identity of the proposed assignee or subtenant; a description of its business; the terms of the proposed Assignment or Sublease; the effective date of the proposed Assignment or the commencement date of the proposed Sublease; the area proposed to be Sublet; financial statements for the prior three (3) years (to the extent available) of such proposed assignee or subtenant; and any other information reasonably requested by Landlord to enable Landlord to determine the creditworthiness of the proposed assignee or subtenant. If any assignee, whether an Affiliate or otherwise, has (i) (A) a net worth (calculated in accordance with generally accepted accounting principles, consistently applied) of not less than One Hundred Million Dollars ($100,000,000) and (B) a credit rating of BBB+ or better from Standard & Poor’s (or a similar rating from any successor or comparable rating agency should Standard & Poor’s no longer exist or provide a rating on Tenant) or its equivalent, or (ii) an Affiliate of such assignee or subtenant which meets each of the requirements of (A) and (B) above will provide a guaranty of lease to Landlord in a form satisfactory to Landlord for the term of such assignment, Tenant shall be released from its obligations under this Lease from and after the effective date of such Assignment. Except as expressly set forth above, no Assignment of this Lease shall release Tenant from any obligations of Tenant hereunder.

Landlord’s Consent Required. Subject to the remaining provisions of this Article 11, but notwithstanding anything to the contrary contained elsewhere in this Lease, (a) Tenant shall not assign, transfer or encumber any interest in pledge this Lease (either absolutely or collaterally) sublet the Premises or sublease any part or allow interest thereof, or grant any third party to license or concession or permit the use any portion or occupancy of the Premises or any part thereof by anyone other than Tenant, or suffer or permit any such assignment, transfer, pledge, license, concession, subleasing or occupancy (collectively or individuallyeach, a “Transfer”), in each case whether directly or indirectly, voluntarily or by operation of law, without Landlord’s prior written consent in each instance, except as expressly provided herein. At least 20 days prior to the anticipated effective date of a proposed Transfer, Tenant shall give Landlord written notice together with all information reasonably requested by Landlord to address Landlord’s decision criteria specified hereinafter, including, without limitation, a written description of all terms and conditions of the proposed Transfer, of all consideration therefor, copies of the proposed documentation effecting such Transfer, and any information requested by Landlord relating to the proposed transferee, its proposed use of the Premises (including, without limitation, any proposed use of Hazardous Materials), and credit information (collectively, the “Transfer Notice”). Landlord shall notify Tenant in writing, within 10 days after receipt of the Transfer Notice, that Landlord elects either: (i) without to terminate this Lease as to the space so affected as of the date such transfer is proposed to be effective (or if no date is proposed, within 45 days after Landlord’s receipt of the Transfer Notice); or (ii) to consent to the proposed Transfer, subject, however, to Landlord’s prior written consent of the proposed assignee or subtenant and of any related documents or agreements associated with the proposed Transfer as provided herein. Notwithstanding the above, Tenant, within 5 days after receipt of Landlord’s notice of intent to terminate, which may withdraw its request for consent to the Transfer. In that event, Landlord’s election to terminate this Lease shall be null and void and of no force and effect. If Landlord should fail to notify Tenant in writing of such election within said period, Landlord shall be deemed to have waived option (i) above, but written consent by Landlord shall still be required. If Landlord does not exercise option (i) above, Landlord’s consent to a proposed Transfer shall not be unreasonably withheld. Without limitation, Tenant agrees that Landlord’s consent Consent to any Transfer shall not be considered unreasonably withheld if: (1) the proposed transferee’s financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee is a governmental organization or present occupant of the Property, or Landlord is otherwise engaged in lease negotiations with the proposed transferee for other premises in the Property; (3) any uncured event of default exists under this Lease (or a condition exists which, with the passage of time or giving of notice, would become an event of default); (4) any portion of the Building or Premises would likely become subject to additional or different Laws as a consequence of the proposed Transfer; (5) the proposed transferee’s use of the Premises conflicts with the Permitted Use or any exclusive usage rights granted constitute consent to any other tenant in the Building; (6) the use, nature, business, activities or reputation in the business community of the proposed transferee (or its principals, employees or invitees) does not meet Landlord’s standards for Building tenants; (7) either the Transfer or any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any of its Affiliates. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Any attempted Transfer in violation of this Article is voidable at Landlord’s optionsubsequent Transfer.

Landlord’s Consent Required. Subject Tenant shall not voluntarily or by operation of law assign, transfer, hypothecate, mortgage, sublet, or otherwise transfer or encumber all or any part of Tenant’s interest in this Lease or in the Premises (hereinafter collectively a “Transfer”), without Landlord’s prior written consent, which shall not be unreasonably withheld or conditioned. Landlord shall respond to Tenant’s written request for consent hereunder within thirty (30) days after Landlord’s receipt of the written request from Tenant. Any attempted Transfer without such consent shall be void and shall constitute a default and breach of this Lease. Tenant’s written request for Landlord’s consent shall include, and Landlord’s thirty (30) day response period referred to above shall not commence, unless and until Landlord has received from Tenant, all of the following information: (a) financial statements for the proposed assignee or subtenant prepared in accordance with generally accepted accounting principles for the lesser of (i) the past three (3) years or (ii) the time period the assignee or subtenant has been in existence, (b) (intentionally deleted), (d) a detailed description of the business the assignee or subtenant intends to operate at the Premises, (e) the proposed effective date of the assignment or sublease, (f) a copy of the proposed sublease or assignment agreement which includes all of the terms and conditions of the proposed assignment or sublease, (g) a detailed description of any ownership or commercial relationship between Tenant and the proposed assignee or subtenant and (h) a detailed description of any Alterations the proposed assignee or subtenant desires to make to the remaining provisions Premises. If the obligations of the proposed assignee or subtenant will be guaranteed by any person or entity, Tenant’s written request shall not be considered complete until the information described in (a), (b) and (c) of the previous sentence has been provided with respect to each proposed guarantor. “Transfer” shall also include the transfer (a) if Tenant is a corporation, and Tenant’s stock is not publicly traded over a recognized securities exchange, of more than fifty percent (50%) of the voting stock of such corporation during the term of this Article 11Lease (whether or not in one or more transfers) or the dissolution, but notwithstanding anything to merger or liquidation of the contrary contained elsewhere corporation, or (b) if Tenant is a partnership or other entity, of more than fifty percent (50%) of the profit and loss participation in such partnership or entity during the term of this LeaseLease (whether or not in one or more transfers) or the dissolution, merger or liquidation of the partnership or other entity. If Tenant is a limited or general partnership (or is comprised of two or more persons, individually or as co-partners), Tenant shall not assignbe entitled to change or convert to (i) a limited liability company, transfer (ii) a limited liability partnership or encumber (iii) any interest in this Lease (either absolutely or collaterally) or sublease or allow any third party to use any portion other entity which possesses the characteristics of the Premises (collectively or individually, a “Transfer”) limited liability without the prior written consent of Landlord, which consent shall not may be unreasonably withheld. Without limitation, Tenant agrees that given or withheld in Landlord’s sole discretion. Tenant’s sole remedy in the event that Landlord shall wrongfully withhold consent to or disapprove any assignment or sublease shall not be considered unreasonably withheld if: (1) to obtain an order by a court of competent jurisdiction that Landlord grant such consent; in no event shall Landlord be liable for damages with respect to its granting or withholding consent to any proposed assignment or sublease. If Landlord shall exercise any option to recapture the proposed transferee’s financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee is a governmental organization or present occupant of the PropertyPremises, or Landlord is otherwise engaged in lease negotiations with the proposed transferee shall deny a request for other premises in the Property; (3) any uncured event of default exists under this Lease (or a condition exists which, with the passage of time or giving of notice, would become an event of default); (4) any portion of the Building or Premises would likely become subject to additional or different Laws as a consequence of the proposed Transfer; (5) the proposed transferee’s use of the Premises conflicts with the Permitted Use or any exclusive usage rights granted to any other tenant in the Building; (6) the use, nature, business, activities or reputation in the business community of the proposed transferee (or its principals, employees or invitees) does not meet Landlord’s standards for Building tenants; (7) either the Transfer or any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any of its Affiliates. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer assignment or sublease, Tenant shall indemnify, defend and Tenant’s sole remedy shall hold Landlord harmless from and against any and all losses, liabilities, damages, costs and claims that may be an action to enforce made against Landlord by the proposed assignee or subtenant, or by any such provision through specific performance brokers or declaratory judgment. Any attempted Transfer other persons claiming a commission or similar compensation in violation of this Article is voidable at Landlord’s optionconnection with the proposed assignment or sublease.

Landlord’s Consent Required. Subject to the remaining provisions of this Article 11, but notwithstanding anything to the contrary contained elsewhere in this Lease, Tenant shall not assign, transfer or encumber any interest in this Lease (either absolutely or collaterally) or sublease or allow any third party to use any portion of the Premises (collectively or individually, a “Transfer”) without the prior written consent of Landlord, which consent shall not be unreasonably withheld, delayed or conditioned. Without limitation, Tenant agrees that Landlord’s consent shall not be considered unreasonably withheld if: (1) the proposed transferee’s financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee is a governmental organization or present occupant of the Property, or Landlord is otherwise engaged in lease negotiations with the proposed transferee for other premises in the Property; (3) any uncured event of default exists under this Lease (or a condition exists which, with the passage of time or giving of notice, would become an event of default); (4) any portion of the Building or Premises would likely become subject to additional or different Laws as a consequence of the proposed Transfer; (5) the proposed transferee’s use of the Premises conflicts with the Permitted Use or any exclusive usage rights granted existing as of the Commencement Date with respect to any other tenant in the Building; (6) the use, nature, business, activities or reputation in the business community of the proposed transferee (or its principals, employees or invitees) does not meet Landlord’s standards for Building tenants; or (7) either the Transfer or any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any of its Affiliates. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Any attempted Transfer in violation of this Article is voidable at Landlord’s option.

Landlord’s Consent Required. Subject to the remaining provisions of this Article 11, but notwithstanding anything to the contrary contained elsewhere in this Lease, (a) Tenant shall not assignmake any alterations, transfer decorations, installations, removals, additions or encumber any interest improvements (collectively, “Alterations”) in this Lease (either absolutely or collaterally) or sublease or allow any third party to use any portion of the Premises (collectively or individually, a “Transfer”) without the Landlord’s prior written consent of Landlord, which consent shall not be unreasonably withheldapproval (including the contractor(s) and a time schedule therefor). Without limitation, Landlord reserves the right to require that Tenant agrees that use Landlord’s consent shall not be considered unreasonably withheld if: (1preferred vendor(s) the proposed transferee’s financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee is a governmental organization or present occupant of the Propertyfor any Alterations that involve roof penetrations, or Landlord is otherwise engaged in lease negotiations with the proposed transferee for alarm tie-ins, sprinklers, fire alarm and other premises in the Property; (3) any uncured event of default exists under this Lease (or a condition exists which, with the passage of time or giving of notice, would become an event of default); (4) any portion of the Building or Premises would likely become subject to additional or different Laws as a consequence of the proposed Transfer; (5) the proposed transferee’s use of the Premises conflicts with the Permitted Use or any exclusive usage rights granted to any other tenant in the Building; (6) the use, nature, business, activities or reputation in the business community of the proposed transferee (or its principals, employees or invitees) does not meet Landlord’s standards for Building tenants; (7) either the Transfer or any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any of its Affiliateslife safety equipment. Tenant shall not make any amendments or additions to plans and specifications approved by Landlord without Landlord’s prior written consent. Tenant shall be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer and responsible for all elements of the design of Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Any attempted Transfer in violation plans (including compliance with Legal Requirements, functionality of this Article is voidable at design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s optionapproval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. In seeking Landlord’s approval, Tenant shall provide Landlord, at least fourteen (14) business days in advance of any proposed construction, with the items listed in Exhibit 9 attached hereto and made a part hereof, written plans and specifications, bid proposals, certified stamped engineering drawings and calculations by Tenaxx’x engineer of record or architect of record (including connections to the Building’s structural system, modifications to the Building’s envelope, non-structural penetrations in slabs or walls, and modifications or tie-ins to life safety systems), code compliance certifications, work contracts, requests for laydown areas and such other information concerning the nature and cost of the Alterations as Landlord may reasonably request. Landlord shall have no liability or responsibility for any claim, injury or damage alleged to have been caused by the particular materials (whether building standard or non-building standard), appliances or equipment selected by Tenant in connection with any work performed by or on behalf of Tenaxx.

Landlord’s Consent Required. Subject to the remaining provisions of this Article 11Except (i) for Related Party Transfers, but notwithstanding anything to the contrary contained elsewhere and (ii) as set forth in this LeaseArticle, Tenant shall not assigndirectly or indirectly assign this Lease, transfer or encumber sublet or license the Premises or any interest in this Lease (either absolutely portion thereof, or collaterally) permit the occupancy of all or sublease or allow any third party to use any portion of the Premises or the use of any portion of the Initial Tenant Work by any person other than Tenant, including transfer by mortgage, pledge or other encumbrance (whether of all or any portion of Tenant’s interest under this Lease, or any ownership interest (direct or indirect) in Tenant, or any portion of the Initial Tenant Work or any equipment, machinery, trade fixture or other property paid for in whole or in part by any portion of Landlord’s Allowance) each of the foregoing actions are collectively or individually, referred to as a “Transfer”) without obtaining, on each occasion, the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, provided that Tenant complies with the provisions of this Article. Without limitationAn assignee, Tenant agrees that Landlord’s consent shall not be considered unreasonably withheld if: (1) the proposed transferee’s financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee is a governmental organization or present occupant of the Propertysubtenant, licensee, or Landlord other occupant is otherwise engaged in lease negotiations with the proposed transferee for other premises in the Property; (3) any uncured event of default exists under this Lease (or a condition exists which, with the passage of time or giving of notice, would become an event of default); (4) any portion of the Building or Premises would likely become subject referred to additional or different Laws herein as a consequence of the proposed Transfer; (5) the proposed transferee’s use of the Premises conflicts with the Permitted Use or any exclusive usage rights granted “Transferee”. It shall be reasonable for Landlord to any other tenant in the Building; (6) the use, nature, business, activities or reputation in the business community of the proposed transferee (or its principals, employees or invitees) does not meet Landlord’s standards for Building tenants; (7) either the Transfer or any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any of its Affiliates. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its withhold consent to a proposed Transfer and that is an assignment of Tenant’s sole remedy interest in this Lease or a sublease of fifty (50%) percent or more of the rentable square footage of the Premises if the proposed Transferee does not have a net worth equal to or in excess of that of Tenant at the Date of Lease or immediately prior to the proposed Transfer, whichever is greater, or if the use proposed to be made of the Premises (or the applicable portion thereof) by the proposed Transferee is not a Permitted Use hereunder. A “Transfer” shall include any transfer of Tenant’s interest in this Lease by operation of law, the transfer or sale of a controlling interest in Tenant (whether direct or indirect, and whether in one transaction or in a series of related transactions), any “Related Party Transfer” (as defined below), and the grant of permission or license by Tenant to any other person or entity to use or occupy any portion of the Premises for any period of time or for any purpose whatsoever. Any Transfer shall be an action subject to enforce this Lease, all of the provisions of which shall be conditions to such Transfer and be binding on any such provision through specific performance or declaratory judgmentTransferee. Any attempted No Transferee shall have any right further to Transfer its interest in violation the Premises, and nothing herein shall impose any obligation on Landlord with respect to a further Transfer. For purposes of this Article Lease, the term “Transfer” shall not include any mortgage, pledge or other encumbrance on or of any equipment, machinery, trade fixture or other property owned or used by Tenant which is voidable at not paid for in whole or in part by any portion of Landlord’s optionAllowance.

Landlord’s Consent Required. Subject Except as otherwise provided herein, Tenant may not voluntarily or by operation of law, sell, assign or otherwise transfer all or any part of its interest in or rights with respect to the remaining provisions Premises or its leasehold or subleasehold estate hereunder (collectively, "ASSIGNMENT"), or (subject to Section 18.9 below) permit all or any portion of this Article 11the Premises to be occupied by anyone other than itself, but notwithstanding anything to the contrary contained elsewhere in this Leaseits employees, Tenant shall not assignagents, transfer and contractors, or encumber any interest in this Lease (either absolutely sublet all or collaterally) or sublease or allow any third party to use any portion of the Premises (collectively or individuallycollectively, a “Transfer”"SUBLETTING") without the Landlord's prior written consent of Landlordin each instance, which consent shall not be unreasonably withheld, conditioned or delayed. Without limitation, Tenant agrees that Landlord’s consent Any sale or transfer of Tenant's stock or other securities through any initial public offering or on any nationally-recognized stock exchange shall not be considered unreasonably withheld ifdeemed an Assignment or Subletting hereunder. Under no circumstances shall Tenant mortgage, encumber, pledge or hypothecate this Lease or any interest in the Premises. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an Assignment or Subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 31 consent in the following instances: (1i) the proposed transferee’s assignee or subtenant is a governmental agency; (ii) the use of the Premises by the proposed assignee or subtenant would not be permitted under this Lease, would entail any alterations which would lessen the value of the leasehold improvements in the Premises, would require increased services by Landlord or would violate any Applicable Law; (iii) the financial condition of the proposed assignee or subtenant does not meet the criteria credit standards applied by Landlord uses for other tenants under leases in the Project with comparable terms; (iv) the Premises, or the relevant part thereof, will be used in a manner that will violate any negative covenant as to select use contained in any other lease of space in the Building tenants having similar leasehold obligationsor Project; (v) Landlord has experienced previous defaults by or is in litigation with the proposed assignee or subtenant; (vi) the proposed assignment or sublease involves a party who is a tenant in the Building or Project or involves a party with whom Landlord has negotiated for other space in the Building or Project within the six (6) months immediately preceding Tenant's notice to Landlord of a proposed Assignment or Subletting; (vii) Tenant is in default of any obligation of Tenant under this Lease, or Tenant has defaulted under this Lease on two (2) or more occasions during the proposed transferee is a governmental organization Term; or present occupant of the Property, or Landlord is otherwise engaged in lease negotiations with the proposed transferee for other premises (viii) in the Property; (3) any uncured event case of default exists under this Lease (or a condition exists whichSubletting of less than the entire Premises, with if the passage of time or giving of notice, Subletting would become an event of default); (4) any portion of result in the Building or Premises would likely become subject to additional or different Laws as a consequence of the proposed Transfer; (5) the proposed transferee’s use division of the Premises conflicts with the Permitted Use into more than two subparcels or any exclusive usage rights granted would require access to any other be provided through space leased or held for lease to another tenant in the Building; (6) the use, nature, business, activities or reputation in the business community improvements to be made outside of the proposed transferee (or its principals, employees or invitees) does not meet Landlord’s standards for Building tenants; (7) either the Transfer or any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any of its Affiliates. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Any attempted Transfer in violation of this Article is voidable at Landlord’s optionPremises.

Landlord’s Consent Required. Subject to the remaining provisions of this Article 11, but notwithstanding anything to the contrary contained elsewhere in this Lease, Tenant shall not voluntarily or by operation of law assign, transfer, hypothecate, mortgage, sublet, or otherwise transfer or encumber all or any part of Tenant's interest in this Lease (either absolutely or collaterally) or sublease or allow any third party to use any portion of in the Premises (hereinafter collectively or individuallya "TRANSFER"), a “Transfer”) without the Landlord's prior written consent of Landlordconsent, which consent shall not be unreasonably withheld. Without limitation, Tenant agrees that Landlord shall respond to Tenant's written request for consent hereunder within fifteen (15) business days after Landlord’s consent shall not be considered unreasonably withheld if: 's receipt of a written request from Tenant. If Landlord fails to respond in writing to such written request for Landlord's approval of any proposed Transfer (1the "First Request") the proposed transferee’s financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; within fifteen (215) the proposed transferee is a governmental organization or present occupant business days following Landlord's receipt of the PropertyFirst Request, or then Tenant shall send to Landlord is otherwise engaged a second written request for Landlord's approval (the "Second Request"), which such Second Request shall contain a statement in lease negotiations with bold letters of a large font at the proposed transferee for other premises in the Property; (3) any uncured event of default exists under top such document stating that "Landlord's failure to respond to this Lease (or a condition exists which, with the passage of time or giving of notice, would become an event of default); (4) any portion of the Building or Premises would likely become subject to additional or different Laws as a consequence of the proposed Transfer; (5) the proposed transferee’s use of the Premises conflicts with the Permitted Use or any exclusive usage rights granted to any other tenant in the Building; (6) the use, nature, business, activities or reputation in the business community of the proposed transferee (or its principals, employees or invitees) does not meet Landlord’s standards for Building tenants; document within seven (7) either business days will constitute Landlord's deemed approval of the Transfer or any consideration payable requested herein." If Landlord fails to Landlord in connection therewith adversely affects respond to the real estate investment trust qualification tests applicable to Landlord or its Affiliates; or Second Notice within seven (8) 7) business days following Landlord's receipt of the proposed transferee is or has been involved in litigation with Landlord or any of its Affiliates. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer and Tenant’s sole remedy Second Notice, then such failure shall be an action deemed to enforce any such provision through specific performance or declaratory judgmentconstitute Landlord's approval of the Transfer. Any attempted Transfer without such consent shall be void and shall constitute a default under this Lease. If the entity(ies) which directly or indirectly controls the voting shares/rights of Tenant changes at any time, such change of ownership or control shall constitute a Transfer unless Tenant is an entity whose outstanding stock is listed on a recognized securities exchange or if at least 80% of its voting stock is owned by another entity, the voting stock of which is so listed. Tenant's written request for Landlord's consent shall include all of the following information: (a) financial statements for the proposed assignee or subtenant, (b) a reasonably detailed description of the business the assignee or subtenant intends to operate at the Premises, and (c) a copy of the executed letter of intent for the proposed sublease or assignment which includes the material terms and conditions of the proposed assignment or sublease (provided, however, if any of the material terms of such sublease or assignment agreement materially change from the approved letter of intent, Landlord's right to consent and Landlord's fifteen (15) business day period shall once again apply with respect to the revised proposed sublease or assignment). Notwithstanding anything to the contrary contained in violation of this Article 16, provided Tenant is voidable at not in default after expiration of any applicable notice and cure periods, Tenant shall have the right, without Landlord’s option.'s consent, upon fifteen (15) days advance written notice to Landlord, to assign the Lease or sublet the whole or any part of the Premises (a) to any entity or entities which are owned by Tenant, or which owns Tenant, (b) in connection with the sale or transfer of substantially all of the assets of Tenant or the sale or transfer of substantially all of the outstanding ownership interests in Tenant, or (c) in connection with a merger, consolidation or other corporate reorganization of Tenant (each of the transactions referenced in the above subparagraphs (a), (b), and (c) are hereinafter referred to as a "Permitted Transfer," and each surviving entity shall hereinafter be referred to as a "Permitted Transferee"); provided, that such assignment or sublease is subject to the following conditions:

Landlord’s Consent Required. Subject Tenant agrees to the remaining provisions not (a) assign any of this Article 11, but notwithstanding anything to the contrary contained elsewhere in this Lease, Tenant shall not assign, transfer or encumber any interest in its rights under this Lease or (either absolutely b) make or collaterally) permit any sublease, license, mortgage, pledge or sublease other transfer of any part of the Property or allow any third party to use any portion of the Premises (collectively any of the foregoing in (a) or individually, (b) hereinafter referred to as a “Transfer”), without first obtaining Landlord’s written consent thereto. If consent to any one Transfer is given, such consent shall not extend to any subsequent Transfer. Landlord shall be entitled, at its sole discretion, to condition any such consent upon the entry by such person into an agreement with (and in form and substance satisfactory to) Landlord, by which it assumes all of Tenant’s obligations hereunder. Any person to whom any Transfer is attempted without such consent shall have no claim, right or remedy whatsoever hereunder against Landlord, and Landlord shall have no duty to recognize any person claiming under or through such Transfer. Any purported assignment, mortgage, transfer, pledge or sublease made without the prior written consent of Landlord shall be absolutely null and void. Any consent by Landlord to a particular assignment or sublease shall not constitute consent or approval of any subsequent assignment or sublease, and Landlord, which ’s written approval shall be required in all such instances. Any consent by Landlord to any assignment or sublease shall not be unreasonably withhelddeemed to release Tenant from its obligations hereunder and Tenant shall remain fully liable for performance of all obligations under this Lease. Without limitationThe sale, Tenant agrees that Landlord’s consent shall not be considered unreasonably withheld if: (1) the proposed transferee’s financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee is assignment or other transfer of a governmental organization or present occupant of the Property, or Landlord is otherwise engaged in lease negotiations with the proposed transferee for other premises controlling interest in the Property; ownership of Tenant (3) if a corporation or limited liability company), the sale, assignment or other transfer of any uncured event general partnership interest in Tenant (if a partnership), the sale of default exists under this Lease (or a condition exists whichsubstantially all of Tenant’s assets, with and the passage merger of time or giving of noticeTenant into another organization, would become an event of default); (4) any portion of the Building or Premises would likely become subject to additional or different Laws as a consequence of the proposed Transfer; (5) the proposed transferee’s use of the Premises conflicts with the Permitted Use or any exclusive usage rights granted to any other tenant in the Building; (6) the use, nature, business, activities or reputation in the business community of the proposed transferee (or its principals, employees or invitees) does not meet Landlord’s standards for Building tenants; (7) either the Transfer or any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any of its Affiliates. after which merger Tenant shall not be entitled the surviving corporation or partnership, shall each be considered a Transfer for the purposes of this Lease. Tenant shall pay to receive monetary damages based upon Landlord a claim that transfer fee of One Thousand and 00/100 Dollars ($1,000.00) simultaneously with any request of the Landlord unreasonably withheld its consent to approve of a proposed Transfer and Tenant’s sole remedy Transfer. Such transfer fee shall be an action paid to enforce any such provision through specific performance or declaratory judgment. Any attempted Transfer in violation reimburse Landlord for all of this Article is voidable at Landlord’s optionits internal and external costs and expense incurred with respect to the Transfer.

Landlord’s Consent Required. Subject to the remaining provisions of this Article 11, but notwithstanding anything to the contrary contained elsewhere in this Lease, Tenant shall not voluntarily or by operation of law assign, transfer, hypothecate, mortgage, sublet, or otherwise transfer or encumber all or any part of Tenant's interest in this Lease (either absolutely or collaterally) or sublease or allow any third party to use any portion of in the Premises (hereinafter collectively or individuallya "Transfer"), a “Transfer”) without the Landlord's prior written consent of Landlordconsent, which consent shall not be unreasonably withheld. Without limitationLandlord shall respond to Tenant's written request for consent hereunder within fifteen (15) business days after Landlord's receipt of the written request from Tenant. Any attempted Transfer without such consent shall be void and shall constitute a material default and breach of this Lease. Tenant's written request for Landlord's consent shall include, and Landlord's fifteen (15) business day response period referred to above shall not commence, unless and until Landlord has received from Tenant, all of the following information: (a) financial statements for the proposed assignee or subtenant for the past three (3) years prepared in accordance with generally accepted accounting principles, (b) federal tax returns for the proposed assignee or subtenant for the past three (3) years, (c) a TRW credit report or similar report on the proposed assignee or subtenant, (d) a detailed description of the business the assignee or subtenant intends to operate at the Premises, (e) the proposed effective date of the assignment or sublease, (f) a copy of the proposed sublease or assignment agreement which includes all of the terms and conditions of the proposed assignment or sublease, and (g) a detailed description of any ownership or commercial relationship between Tenant agrees that Landlord’s consent and the proposed assignee or subtenant. If the obligations of the proposed assignee or subtenant will be guaranteed by any person or entity, Tenant's written request shall not be considered unreasonably withheld if: complete until the information described in (1a), (b) and (c) of the previous sentence has been provided with respect to each proposed transferee’s financial condition does not meet guarantor. "Transfer" shall also include the criteria Landlord uses to select Building tenants having similar leasehold obligations; transfer (2a) the proposed transferee if Tenant is a governmental organization or present occupant corporation, and Tenant's stock is not publicly traded over a recognized securities exchange, of more than twenty five percent (25%) of the Property, or Landlord is otherwise engaged in lease negotiations with voting stock of such corporation during the proposed transferee for other premises in the Property; (3) any uncured event term of default exists under this Lease (whether or a condition exists which, with not in one or more transfers) or the passage of time dissolution or giving of notice, would become an event of default); (4) any portion merger of the Building corporation, or Premises would likely become subject to additional (b) if Tenant is a partnership or different Laws as a consequence other entity, of more than twenty five percent (25%) of the proposed Transfer; profit and loss participation in such partnership or entity during the term of this Lease (5whether or not in one or more transfers) or the proposed transferee’s use dissolution or liquidation of the Premises conflicts with the Permitted Use or any exclusive usage rights granted to any other tenant in the Building; (6) the use, nature, business, activities or reputation in the business community of the proposed transferee (or its principals, employees or invitees) does not meet Landlord’s standards for Building tenants; (7) either the Transfer or any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any of its Affiliates. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Any attempted Transfer in violation of this Article is voidable at Landlord’s optionpartnership.

Landlord’s Consent Required. Subject to the remaining provisions of this Article 11, but notwithstanding anything to the contrary contained elsewhere in this Lease, Tenant shall not assign, transfer transfer, mortgage, pledge, hypothecate or encumber this Lease or any interest therein, without the prior written consent of Landlord, which consent may be withheld by Landlord in its sole discretion, and any attempt to do so without such consent being first obtained shall be voidable and, at Landlord's election, shall constitute a default of Tenant under this Lease (either absolutely Lease. Tenant shall not sublease all or collaterally) or sublease or allow any third party to use any portion of the Premises (collectively or individually, a “Transfer”) without the prior written consent of Landlord, which consent shall not be unreasonably withheldunreasonable withheld nor delayed. Without limitationNotwithstanding anything herein to the contrary, in the event Tenant agrees that Landlord’s consent shall not be considered unreasonably withheld if: (1) sells all of its corporate stock or substantially all of its assets, upon the proposed transferee’s financial condition does not meet written request of Tenant to Landlord to approve the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee is a governmental organization or present occupant assignment of the PropertyTenant's interest under the Lease, or provided this Lease is in good standing and Tenant is not in default hereunder as of the date of the request, Landlord is otherwise engaged in lease negotiations with shall approve the proposed transferee for other premises in assignment of the Property; (3) any uncured event of default exists Tenant's interest under this Lease to the purchaser conditioned upon: (i) The delivery to Landlord of a current financial statement of the purchaser showing a net worth and cash flow at least as positive as the net worth and cash flow of Tenant as disclosed in Tenant's most recent financial statement prior to the sale to the purchaser; (ii) the delivery to Landlord of evidence, reasonable acceptable to Landlord, of the sale of Tenant's stock or a condition exists whichassets to the purchaser; (iii) the delivery to Landlord of evidence, reasonable acceptable to Landlord, of the organization, existence and good standing of the purchaser entity; (iv) the execution by Tenant and the purchaser, and delivery of an original to Landlord, of an assignment and assumption agreement inform and content reasonable acceptable to Landlord pursuant to which the purchaser shall assume the Tenant's interests under this Lease and be bound by all of the terms hereof commencing as of the date of the assignment; and (v) the payment to or on behalf of Landlord of Landlord's reasonable legal fees and costs, not to exceed $3,500, associated with the passage of time or giving of notice, would become an event of default); (4) any portion consideration and approval of the Building or Premises would likely become subject to additional or different Laws as a consequence assignment of the proposed Transfer; (5) Tenant's interest hereunder to the proposed transferee’s use of the Premises conflicts with the Permitted Use or any exclusive usage rights granted to any other tenant in the Building; (6) the use, nature, business, activities or reputation in the business community of the proposed transferee (or its principals, employees or invitees) does not meet Landlord’s standards for Building tenants; (7) either the Transfer or any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any of its Affiliates. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Any attempted Transfer in violation of this Article is voidable at Landlord’s optionpurchaser.

Landlord’s Consent Required. Subject to the remaining provisions of this Article 11, but notwithstanding anything to the contrary contained elsewhere in this Lease, Tenant shall not voluntarily or by operation of law assign, transfer, hypothecate, mortgage, sublet, or otherwise transfer or encumber all or any part of Tenant’s interest in this Lease or in the Premises (either absolutely hereinafter collectively a “Transfer”), without Landlord’s prior written consent, which shall not be unreasonably withheld or collaterally) or delayed; provided, however, that Tenant may sublease or allow any third party to use any portion portions of the Premises (collectively or individually, a as long as the size of the subleased space in any one sublease does not constitute more than 50% of the rentable square foot area of the entire Premises) without Landlord’s prior consent. Landlord shall respond to Tenant’s written request for consent hereunder (“TransferTenant’s Request”) without the prior written consent within 20 days after Landlord’s receipt of Landlord, which consent shall not be unreasonably withheldTenant’s Request. Without limitation, Tenant agrees that Tenant’s Request for Landlord’s consent shall include, and Landlord’s 20 day response period referred to above shall not be considered unreasonably withheld ifcommence, unless and until Landlord has received from Tenant, all of the following information: (1a) a description of the business the assignee or subtenant intends to operate at the Premises, (b) the proposed transferee’s financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee is a governmental organization or present occupant effective date of the Propertyassignment or sublease, or Landlord is otherwise engaged in lease negotiations with the proposed transferee for other premises in the Property; and (3c) any uncured event of default exists under this Lease (or a condition exists which, with the passage of time or giving of notice, would become an event of default); (4) any portion of the Building or Premises would likely become subject to additional or different Laws as a consequence copy of the proposed Transfer; (5) sublease or assignment agreement or a term sheet which includes all of the terms and conditions of the proposed transfereeassignment or sublease. If Landlord does not respond to any Tenant’s use Request within 20 days, Landlord shall be deemed to have consented to the request. Possession or occupancy of the Premises conflicts with the Permitted Use by one or any exclusive usage rights granted to any other tenant in the Building; (6) the usemore subsidiaries, natureaffiliates, business, activities or reputation in the business community divisions of the proposed transferee (or its principals, employees or invitees) does not meet Landlord’s standards for Building tenants; (7) either the Transfer or any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any of its Affiliates. Tenant shall not be entitled deemed or construed to receive monetary damages based upon be a claim that Landlord unreasonably withheld its consent sublease hereunder and Tenant shall be permitted to a proposed Transfer allow, subject to the terms and conditions of this Lease (but without having to obtain Landlord’s consent), Tenant’s sole remedy shall be an action subsidiaries, affiliates or divisions to enforce any such provision through specific performance or declaratory judgment. Any attempted Transfer in violation of this Article is voidable at Landlord’s optionoccupy the Premises.

Landlord’s Consent Required. Subject to the remaining provisions of this Article 11, but notwithstanding anything to the contrary contained elsewhere in this Lease, Tenant shall not assign, transfer transfer, or encumber hypothecate the leasehold estate under this Lease, or any interest herein, and shall not sublet the Premises, or any part thereof, or any right or privilege appurtenant thereto (including, but not limited to, the parking spaces to be used in this Lease (either absolutely connection with Tenant's occupancy), or collaterally) suffer any other person or sublease entity to occupy or allow any third party to use the Premises, or any portion of the Premises (collectively or individuallythereof, a “Transfer”) without without, in each case, the prior written consent of Landlord, which consent shall will not be unreasonably withheld. Without limitationAny attempt to do so without such prior consent shall be wholly void and shall constitute a default by Tenant under this Lease. Landlord's consent to any proposed assignment or subletting shall not be unreasonably withheld or delayed and, Tenant agrees that Landlord’s if not given or withheld within fourteen (14) days following Tenant's request for consent, shall be deemed given. In the event Landlord consents to any assignment or subletting, such consent shall not be considered unreasonably withheld if: (1) the proposed transferee’s financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee is constitute a governmental organization or present occupant waiver of any of the Propertyrestrictions of this Paragraph 21 and the same shall apply to each successive assignment or subletting hereunder, if any. In no event shall Landlord's consent to an assignment or subletting affect the continuing primary liability of Tenant (which, following assignment, shall be joint and several with the assignee), or Landlord is otherwise engaged in lease negotiations with the proposed transferee for other premises in the Property; (3) any uncured event relieve Tenant of default exists under this Lease (or a condition exists which, with the passage of time or giving of notice, would become an event of default); (4) any portion of the Building or Premises would likely become subject to additional or different Laws as a consequence of the proposed Transfer; (5) the proposed transferee’s use of the Premises conflicts with the Permitted Use or any exclusive usage rights granted to any other tenant in the Building; (6) the use, nature, business, activities or reputation in the business community of the proposed transferee (or its principals, employees or invitees) does not meet Landlord’s standards for Building tenants; (7) either the Transfer or any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any of its Affiliatesobligations hereunder without an express written release being given by Landlord. Tenant In the event that Landlord shall consent to an assignment or subletting under this Paragraph 21, such assignment or subletting shall not be entitled effective until the assignee or sublessee shall assume all of the obligations of this Lease on the part of Tenant to receive monetary damages based be performed or observed and whereby the assignee or sublessee shall agree that the provisions contained in this Lease shall, notwithstanding such assignment or subletting, continue to be binding upon it with respect to all future assignments and sublettings. Such assignment or sublease agreement shall be duly executed and a claim that fully executed copy thereof shall be delivered to Landlord, and Landlord unreasonably withheld its may collect Rent due hereunder directly from the assignee or sublessee. Collection of Rent directly from an assignee or sublessee shall not constitute a consent or a waiver of the necessity of consent to such assignment or subletting, nor shall such collection constitute a proposed Transfer and Tenant’s sole remedy shall be an action to enforce any recognition of such provision through specific assignee or sublessee as the Tenant hereunder or a release of Tenant from the performance or declaratory judgmentof all of its obligations hereunder. Any attempted Transfer in violation of this Article is voidable at Landlord’s option.B.

Landlord’s Consent Required. Subject to the remaining provisions of this Article 11, but notwithstanding anything to Section 6 of the contrary contained elsewhere in this LeaseAddendum attached hereto, Tenant shall not voluntarily or by operation of law assign, transfer, hypothecate, mortgage, sublet, or otherwise transfer or encumber all or any part of Tenant’s interest in this Lease (either absolutely or collaterally) or sublease or allow any third party to use any portion of in the Premises (hereinafter collectively or individually, a “Transfer”) without the Landlord’s prior written consent of Landlordwntten consent, which consent shall not be unreasonably withheld. Without limitation, Tenant agrees that Landlord shall respond to Tenant’s written request for consent hereunder within thirty (30) days after Landlord’s receipt of the written request from Tenant. Any attempted Transfer without such consent shall be void and shall constitute a material default and breach of this Lease. Tenant’s written request for Landlord’s consent shall include, and Landlord’s thirty (30) day response period referred to above shall not commence, unless and until Landlord has received from Tenant, all of the following information: (a) financial statements for the proposed assignee or subtenant for the past year prepared in accordance with generally accepted accounting principles, (b) (intentionally deleted) (c) intentionally deleted(d) a detailed description of the business the assignee or subtenant intends to operate at the Premises, (e) the proposed effective date of the assignment or sublease, (f) a copy of the proposed sublease or assignment agreement which includes all of the terms and conditions of the proposed assignment or sublease (provided that this item may be negotiated by Tenant and the transferee following receipt of Landlord’s consent and submitted to Landlord for approval thereafter), (g) a detailed description of any ownership or commercial relationship between Tenant and the proposed assignee or subtenant, (h) a reasonably detailed description of any Alterations the proposed assignee or subtenant desires to make to the Premises, and (i) a Hazardous Materials Disclosure Certificate substantially in the form of Exhibit B attached hereto (the “Transferee HazMat Certificate”). If the obligations of the proposed assignee or subtenant will be guaranteed by any person or entity, Tenant’s written request shall not be considered unreasonably withheld if: complete until the information described in (1a), (b) and (c) of the previous sentence has been provided with respect to each proposed transferee’s financial condition does not meet guarantor. “Transfer” shall also include the criteria Landlord uses to select Building tenants having similar leasehold obligations; transfer (2a) the proposed transferee if Tenant is a governmental organization or present occupant corporation, and Tenant’s stock is not publicly traded over a recognized securities exchange, of more than fifty percent (50%) of the Property, or Landlord is otherwise engaged in lease negotiations with voting stock of such corporation during the proposed transferee for other premises in the Property; (3) any uncured event term of default exists under this Lease (whether or a condition exists whichnot in one or more transfers) or the dissolution, with the passage of time merger or giving of notice, would become an event of default); (4) any portion liquidation of the Building corporation, or Premises would likely become subject to additional (b) if Tenant is a partnership, limited liability company, limited liability partnership or different Laws as a consequence other entity, of more than fifty percent (50%) of the proposed Transfer; profit and loss participation in such partnership or entity during the term of this Lease (5whether or not in one or more transfers) or the proposed transferee’s use dissolution, merger or liquidation of the Premises conflicts with the Permitted Use partnership, limited liability company, limited liability partnership or any exclusive usage rights granted to any other tenant in the Building; (6) the use, nature, business, activities or reputation in the business community of the proposed transferee (or its principals, employees or invitees) does not meet Landlord’s standards for Building tenants; (7) either the Transfer or any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any of its Affiliatesentity. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer and Tenant’s sole remedy in the event that Landlord shall wrongfully withhold consent to or disapprove any assignment or sublease shall be to obtain an action order by a court of competent jurisdiction that Landlord grant such consent; in no event shall Landlord be liable for damages with respect to enforce its granting or withholding consent to any such provision through specific performance proposed assignment or declaratory judgment. Any attempted Transfer in violation of this Article is voidable at Landlord’s optionsublease.

Landlord’s Consent Required. Subject to the remaining provisions of this Article 11, but notwithstanding anything to the contrary contained elsewhere in this Lease, Tenant shall not assignmake any alterations, transfer decorations, installations, removals, additions or encumber any interest improvements (“Alterations”) in this Lease (either absolutely or collaterally) or sublease or allow any third party to use any portion the Premises without Landlord’s prior written approval of the Premises (collectively contractors), written plans and specifications and a time schedule therefor. Landlord reserves the right to require that Tenant use Landlord’s preferred vendor(s) for any Alterations that involve roof penetrations, alarm tie-ins, sprinklers, fire alarm and other life safety equipment. Tenant shall not make any amendments or individually, a “Transfer”) additions to plans and specifications approved by Landlord without the Landlord’s prior written consent consent. Landlord’s approval of Landlord, which consent non-structural Alterations shall not be unreasonably withheld, conditioned or delayed. Without Notwithstanding the foregoing, Landlord may withhold its consent in its sole discretion (a) to any Alteration to or affecting the fixed lab benches, fume hoods, roof and/or building systems, (b) with respect to matters of aesthetics relating to Alterations to or affecting the exterior of the Building, and (c) to any Alteration affecting the Building structure. Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, Tenant agrees that Landlord’s consent shall not be considered unreasonably withheld if: (1) compliance with Legal Requirements, functionality of design, the proposed transferee’s financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee is a governmental organization or present occupant structural integrity of the Propertydesign, or Landlord is otherwise engaged in lease negotiations with the proposed transferee for other premises in the Property; (3) any uncured event of default exists under this Lease (or a condition exists which, with the passage of time or giving of notice, would become an event of default); (4) any portion of the Building or Premises would likely become subject to additional or different Laws as a consequence of the proposed Transfer; (5) the proposed transferee’s use configuration of the Premises conflicts and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. In seeking Landlord’s approval, Tenant shall provide Landlord, at least fourteen (14) days in advance of any proposed construction, with the Permitted Use plans, specifications, bid proposals, certified stamped engineering drawings and calculations by Tenant’s engineer of record or any exclusive usage rights granted architect of record, (including connections to any other tenant in the Building; (6) ’s structural system, modifications to the useBuilding’s envelope, naturenon- structural penetrations in slabs or walls, businessand modifications or tie-ins to life safety systems), activities or reputation in work contracts, requests for laydown areas and such other information concerning the business community nature and cost of the proposed transferee alterations as Landlord may reasonably request. Landlord shall have no liability or responsibility for any claim, injury or damage alleged to have been caused by the particular materials (whether building standard or its principalsnon-building standard), employees appliances or invitees) does not meet Landlordequipment selected by Tenant in connection with any work performed by or on behalf of Tenant. Except as otherwise expressly set forth herein, all Alterations shall be done at Tenant’s standards for Building tenants; sole cost and expense and at such times and in such manner as Landlord may from time to time reasonably designate. If Tenant shall make any Alterations, then (7) either the Transfer or any consideration payable to unless otherwise stated by Landlord in connection therewith adversely affects its consent to the real estate investment trust qualification tests applicable performance of such Alteration) Landlord may elect to Landlord require Tenant at the expiration or its Affiliates; or (8) sooner termination of the proposed transferee is or has been involved in litigation with Landlord or any of its AffiliatesTerm to restore the Premises to substantially the same condition as existed immediately prior to the Alterations, ordinary wear and tear excepted. Tenant shall not be entitled provide Landlord with reproducible record drawings (in CAD format) of all Alterations within sixty (60) days after completion thereof. Within thirty (30) days after substantial completion of any Alteration, Tenant shall provide Landlord with an air balance report, in form and substance reasonably acceptable to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent Landlord, from an engineer reasonably acceptable to a proposed Transfer and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Any attempted Transfer in violation of this Article is voidable at Landlord’s option.

Landlord’s Consent Required. Subject to the remaining provisions of this Article 11, but notwithstanding anything to the contrary contained elsewhere in this Lease, Tenant shall not voluntarily or by operation of law assign, transfer, hypothecate, mortgage, sublet, or otherwise transfer or encumber all or any part of Tenant's interest in this Lease (either absolutely or collaterally) or sublease or allow any third party to use any portion of in the Premises (hereinafter collectively or individuallya "Transfer"), a “Transfer”) without the Landlord's prior written consent of Landlordconsent, which consent shall not be unreasonably withheld. Without limitationLandlord shall respond to Tenant's written request for consent hereunder within twenty (20) days after Landlord's receipt of the written request from Tenant. Any attempted Transfer without such consent shall be void and shall constitute a material default and breach of this Lease. Tenant's written request for Landlord's consent shall include, and Landlord's twenty (20) day response period referred to above shall not commence, unless and until Landlord has received from Tenant, all of the following information: (a) financial statements for the proposed assignee or subtenant for the past three (3) years prepared in accordance with generally accepted accounting principles, (b) federal tax returns for the proposed assignee or subtenant for the past three (3) years, (c) a TRW credit report or similar report on the proposed assignee or subtenant, (d) a detailed description of the business the assignee or subtenant intends to operate at the Premises, (e) the proposed effective date of the assignment or sublease, (f) a copy of the proposed sublease or assignment agreement which includes all of the terms and conditions of the proposed assignment or sublease, and (g) a detailed description of any ownership or commercial relationship between Tenant agrees that Landlord’s consent and the proposed assignee or subtenant. If the obligations of the proposed assignee or subtenant will be guaranteed by any person or entity, Tenant's written request shall not be considered unreasonably withheld if: complete until the information described in (1a), (b) and (c) of the previous sentence has been provided with respect to each proposed transferee’s financial condition does not meet guarantor. "Transfer" shall also include the criteria Landlord uses to select Building tenants having similar leasehold obligations; transfer (2a) the proposed transferee if Tenant is a governmental organization or present occupant corporation, and Tenant's stock is not publicly traded over a recognized securities exchange, of more than forty-nine percent (49%) of the Property, or Landlord is otherwise engaged in lease negotiations with voting stock of such corporation during the proposed transferee for other premises in the Property; (3) any uncured event term of default exists under this Lease (whether or a condition exists which, with not in one or more transfers) or the passage of time dissolution or giving of notice, would become an event of default); (4) any portion merger of the Building corporation, or Premises would likely become subject to additional (b) if Tenant is a partnership or different Laws as a consequence other entity, of more than forty-nine percent (49%) of the proposed Transfer; profit and loss participation in such partnership or entity during the term of this Lease (5whether or not in one or more transfers) or the proposed transferee’s use dissolution or liquidation of the Premises conflicts with the Permitted Use or any exclusive usage rights granted to any other tenant in the Building; (6) the use, nature, business, activities or reputation in the business community of the proposed transferee (or its principals, employees or invitees) does not meet Landlord’s standards for Building tenants; (7) either the Transfer or any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any of its Affiliates. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Any attempted Transfer in violation of this Article is voidable at Landlord’s optionpartnership.

Landlord’s Consent Required. Subject to the remaining provisions of this Except as provided in Section 8.2 and Article 11, but notwithstanding anything to the contrary contained elsewhere in this Lease9, Tenant shall not voluntarily, involuntarily, or by operation of law, assign, transfer transfer, hypothecate, or otherwise encumber any interest in this Lease (either absolutely or collaterally) Tenant’s interest therein or sublease sublet all or allow any third party to use any a substantial portion of the Premises Property (collectively or individuallyeach, a “Transfer”) ), without the prior first obtaining in each instance Landlord’s written consent of Landlordconsent, which consent shall will not be unreasonably withheld. Without limitationIf consent is once given by Landlord to any such Transfer, Tenant agrees that such consent shall not operate as a waiver of the necessity for obtaining Landlord’s consent to any subsequent Transfer. Any such Transfer without Landlord’s consent shall not be considered unreasonably withheld if: (1) void and shall, at Landlord’s option, constitute a Tenant Default under this Lease. This Lease shall not, nor shall Tenant’s interest therein, be assignable by operation of law, without Landlord’s prior written consent. Tenant’s request for approval of Transfer shall be submitted in writing and shall include such documentation as may be reasonably required by Landlord to evaluate the proposed transaction and the proposed transferee’s financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) capability and management experience, including the proposed transferee is assignment and assumption (or sublease agreement) by which the assignee expressly agrees to assume all rights and obligations of Tenant under this Lease arising after the effective date of the assignment (or the subtenant agrees to assume those obligations pertaining to the subleased premises). Tenant acknowledges that, except as otherwise provided in Section 8.2 with respect to permitted Transfers, Landlord intends for Lease Area A and Lease Area B to remain under control of a governmental organization single Tenant and, therefore, any proposed sublease of a substantial portion of the Property which would result in Lease Area A and Lease Area B being under control of separate unaffiliated entities or present occupant persons, shall be subject to Landlord’s approval in its reasonable discretion. With respect to all other assignments of this Lease or subleases of all or a substantial portion of the Property, Landlord may not withhold consent to a Transfer if (i) the prospective assignee or Landlord is otherwise engaged subtenant has the financial capability and management experience to perform Tenant’s obligations under this Lease, including, with respect to the contemplated Development Project (if applicable at the time of the assignment and, in lease negotiations with the case of a sublease, to the extent such obligations are assumed by the subtenant), the Initial Rehabilitation Projects (if applicable at the time of the assignment and, in the case of a sublease, to the extent such obligations are assumed by the subtenant) and subsequent capital replacement projects to be undertaken during the Term as provided in Article 4 (in the case of a sublease, to the extent such obligations are assumed by the subtenant), and including the obligation to keep the marina on the Property in good order, repair and condition throughout the remaining Term (in the case of an assignment) or throughout the sublease term (in the case of a sublease), and (ii) the proposed transferee for other premises in assignment or sublease is not prohibited by the Property; (3) any uncured event terms of default exists under this Lease (Lease. The prospective assignee or subtenant may satisfy the requirements with respect to marina management experience by partnering or contracting with a condition exists which, marina management company or individual with the passage of time or giving of notice, would become an event of default); (4) any portion of the Building or Premises would likely become subject to additional or different Laws as a consequence of the proposed Transfer; at least five (5) years experience in managing marina facilities similar to the proposed transferee’s use of the Premises conflicts with the Permitted Use or any exclusive usage rights granted to any other tenant in the Building; (6) the use, nature, business, activities or reputation in the business community of the proposed transferee (or its principals, employees or invitees) does not meet Landlord’s standards for Building tenants; (7) either the Transfer or any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any of its Affiliates. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Any attempted Transfer in violation of this Article is voidable at Landlord’s optionAlameda Marina.

Landlord’s Consent Required. Subject to the remaining provisions of this Article 11, but notwithstanding anything to the contrary contained elsewhere in this LeaseExcept as otherwise provided herein, Tenant shall will not assign, transfer or encumber any interest in assign this Lease (either absolutely or, except as provided below, sublease all or collaterally) or sublease or allow part of the Premises to any third party to use any portion of the Premises (collectively or individually, a “Transfer”) without the Landlord’s prior written consent of Landlord, which consent shall not be unreasonably withheldwithheld or delayed. Without limitationNotwithstanding any such consent, no assignment or sublease shall be effective until the assignee or sublessee shall have obtained all required permits and licenses to use the Premises for its permitted uses. In the event of a proposed assignment or sublease requiring Landlord’s consent, Tenant agrees that Landlordwill give written notice thereof (“Tenant’s consent shall not be considered unreasonably withheld if: (1Notice”) to Landlord indicating the proposed transferee’s financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee is a governmental organization or present occupant of the Property, or Landlord is otherwise engaged in lease negotiations with the proposed transferee for other premises in the Property; (3) any uncured event of default exists under this Lease (or a condition exists which, with the passage of time or giving of notice, would become an event of default); (4) any portion of the Building or Premises would likely become subject to additional or different Laws as a consequence general nature of the proposed Transfer; (5) transaction, and the proposed transfereeassignee’s or subtenant’s identity and financial condition and the contemplated use of the Premises conflicts or the portion to be subleased, as the case may be. If an assignee or sublessee is required to be licensed by the California Gambling Commission (the “Commission”), Tenant agrees to provide Landlord with the Permitted Use same information, at the same time, as the proposed assignee or sublessee provides to the Commission in connection with such licensing. Landlord will notify Tenant in writing within thirty (30) days after the date of Tenant’s Notice as to whether Landlord grants or withholds its consent to the proposed assignment or subletting and, if such consent is withheld, describing in reasonable detail the basis therefor. Landlord has heretofore approved Century Gaming Management, Inc., a California corporation (“CGM”), as the Casino Operator. If, at any exclusive usage rights granted time, Tenant proposes to any sublease the Premises to a casino operator other tenant in than CGM, the Building; requirements of this Section 8.01 shall apply. In respect of such a sublease, (6i) Tenant shall notify Landlord of such proposal (the use“Sublease Notice”) at least sixty (60) days prior to the date such sublease term is to commence, nature, business, activities or reputation in which notice shall include the business community identity of the proposed transferee sublessee (the “Proposed Sublessee”), the equity owners and any other principals managing the affairs of the Proposed Sublessee together with financial statements for the Proposed Sublessee, if available (collectively, the “Sublessee Information”), and (ii) Tenant or its principalsthe Proposed Sublessee shall provide Landlord with copies of any applications, employees or invitees) does not meet Landlord’s standards for Building tenants; (7) either forms, data and information provided to the Transfer or any consideration payable to Landlord California Gaming Commission in connection therewith adversely affects with the real estate investment trust qualification tests applicable to licensing of the Proposed Sublessee and not already provided as part of the Sublessee Information (collectively, the “Gaming Submittals”). Landlord, in the exercise of its reasonable judgment, may also request additional information concerning the Proposed Sublessee. If Landlord or its Affiliates; or (8) shall have received the proposed transferee is or Sublease Notice, the Sublessee Information and the Gaming Submittals and thereafter rejects a Proposed Sublessee which has been involved in litigation with Landlord or any duly licensed as an operator of its Affiliates. a casino by the California Gaming Commission, Tenant shall not be entitled to receive monetary damages based upon a claim an abatement of rent for the period commencing on the latter to occur of (A) the date sixty (60) days after the date that Landlord unreasonably withheld its shall have received all of the Sublease Notice, the Sublessee Information and the Gaming Submittals, and (B) the date that the California Gaming Commission issues a license to the Proposed Sublessee, and ending on the date that the Landlord and Tenant agree on the identity of a mutually acceptable and licensed sublessee. Notwithstanding anything to the contrary contained herein, Tenant may freely sublease the meeting rooms, restaurants, retail areas or similar portions of the Premises from time to time, without the consent to a proposed Transfer and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Any attempted Transfer in violation of this Article is voidable at Landlord’s option.

Landlord’s Consent Required. Subject to the remaining provisions of this Article 11, but notwithstanding anything to the contrary contained elsewhere in this Lease, Tenant shall not assign, transfer or encumber any interest in this Lease (either absolutely or collaterally) or sublease or allow any third party to use any portion of the Premises (collectively or individually, a “"Transfer”") without the prior written consent of Landlord, which consent shall not be unreasonably withheld. Without limitation, Tenant agrees that Landlord’s 's consent shall not be considered unreasonably withheld if: (1) the proposed transferee’s 's financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee is a governmental organization or present occupant of the Property, or Landlord is otherwise engaged in lease negotiations with the proposed transferee for other premises in the Property; (3) any uncured event of default exists under this Lease (or a condition exists which, with the passage of time or giving of notice, would become an event of default)Lease; (4) any portion of the Building or Premises would likely become subject to additional or different Laws as a consequence of the proposed Transfer; (5) the proposed transferee’s 's use of the Premises conflicts with the Permitted Use or any exclusive usage rights granted to any other tenant in the Building; (6) the use, nature, business, activities or reputation in the business community of the proposed transferee (or its principals, employees or invitees) does not meet Landlord’s 's standards for Building tenants; (7) either the Transfer or any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord landlord or its Affiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any of its Affiliates. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer and Tenant’s 's sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Any attempted Transfer in violation of this Article is voidable at Landlord’s 's option.

Landlord’s Consent Required. Subject to the remaining provisions of this Article 11, but notwithstanding anything to the contrary contained elsewhere in this Lease, Tenant shall not assignmake any alterations, transfer decorations, installations, removals, additions or encumber any interest improvements (including, without limitation, Tenant's Work) (collectively, "Alterations") in this Lease (either absolutely or collaterally) or sublease or allow any third party to use any portion the Premises without Landlord's prior written approval of the Premises (collectively contractor(s), written plans and specifications and a time schedule therefor. Tenant shall not make any amendments or individually, a “Transfer”) additions to plans and specifications approved by Landlord without the Landlord's prior written consent consent. Xxxxxxxx's approval of Landlord, which consent non-structural Alterations shall not be unreasonably withheld, conditioned or delayed, except for matters of aesthetics relating to Alterations to or affecting the roof and/or the exterior of the Building, which shall be determined in Landlord's sole discretion. Without Landlord may withhold its consent to any Alteration affecting the Building structure in its sole discretion. Tenant shall be responsible for all elements of the design of Tenant's plans (including, without limitation, Tenant agrees that Landlord’s consent shall not be considered unreasonably withheld if: (1) compliance with Legal Requirements, functionality of design, the proposed transferee’s financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee is a governmental organization or present occupant structural integrity of the Propertydesign, or Landlord is otherwise engaged in lease negotiations with the proposed transferee for other premises in the Property; (3) any uncured event of default exists under this Lease (or a condition exists which, with the passage of time or giving of notice, would become an event of default); (4) any portion of the Building or Premises would likely become subject to additional or different Laws as a consequence of the proposed Transfer; (5) the proposed transferee’s use configuration of the Premises conflicts with and the Permitted Use or any exclusive usage rights granted to any other tenant placement of Tenant's furniture, appliances and equipment), and Landlord's approval of Xxxxxx's plans shall in the Building; (6) the use, nature, business, activities or reputation in the business community no event relieve Tenant of the proposed transferee responsibility for such design. Landlord shall have no liability or responsibility for any claim, injury or damage alleged to have been caused by the particular materials (whether building standard or its principalsnon-building standard), employees appliances or invitees) does not meet Landlord’s standards for Building tenants; (7) either the Transfer or any consideration payable to Landlord equipment selected by Tenant in connection therewith adversely affects with any work performed by or on behalf of Xxxxxx. All Alterations shall be done at Tenant's sole cost and expense and at such times and in such manner as Landlord may from time to time reasonably designate. If Tenant shall make any Alterations, then Landlord may elect to require Tenant at the real estate investment trust qualification tests applicable expiration or sooner termination of the Term to Landlord or its Affiliates; or (8) restore the proposed transferee is or has been involved in litigation with Landlord or any of its AffiliatesPremises to substantially the same condition as existed immediately prior to the Alterations. Tenant shall not be entitled to receive monetary damages based upon a claim that provide Landlord unreasonably withheld its consent to a proposed Transfer and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Any attempted Transfer in violation with reproducible record drawings of this Article is voidable at Landlord’s optionall Alterations within sixty (60) days after completion thereof.

Landlord’s Consent Required. Subject to the remaining provisions of this Article 11, but notwithstanding anything to the contrary contained elsewhere in this Lease, Tenant shall will not assign, assign or transfer or encumber any interest in this Lease (either absolutely or collaterally) or sublease or allow any third party to use any portion of the Premises (collectively or individuallyany part thereof or interest therein, a “Transfer”) or mortgage, pledge or hypothecate its leasehold interest, without the Landlord’s prior written consent of Landlordconsent, which consent shall will not be unreasonably withheld, conditioned or delayed. Without limitation, Unless Tenant agrees that Landlord’s consent shall not be considered unreasonably withheld if: (1) the proposed transferee’s financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee is a governmental organization publicly traded company, a transfer of a controlling interest, in one or present occupant more transactions, in Tenant will be deemed an assignment of the Property, or Landlord is otherwise engaged in lease negotiations with the proposed transferee for other premises in the Property; (3) any uncured event this Lease. Any attempted transfer without consent will be void and constitute a non-curable Event of default exists Default under this Lease (or a condition exists which, with as defined below). Tenant’s request for consent will include the passage of time or giving of notice, would become an event of default); (4) any portion of the Building or Premises would likely become subject to additional or different Laws as a consequence details of the proposed Transfer; (5) sublease or assignment, including the proposed transferee’s use name, business and financial condition of the Premises conflicts with the Permitted Use or any exclusive usage rights granted to any other tenant in the Building; (6) the useprospective transferee, nature, business, activities or reputation in the business community financial details of the proposed transferee transaction (e.g., the term of and the rent and security deposit payable under any proposed assignment or its principalssublease), employees or invitees) does not meet Landlord’s standards for Building tenants; (7) either the Transfer or and any consideration payable to other reasonable information Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any of its Affiliatesdeems relevant. Tenant acknowledges that it shall not be entitled reasonable for Landlord to receive monetary damages based upon a claim that Landlord unreasonably withheld withhold its consent to a proposed Transfer and Tenant’s sole remedy shall be an action to enforce assignment or sublease in any such provision through specific performance of the following instances: (i) the assignee or declaratory judgment. Any attempted Transfer sublessee is not, in violation of this Article is voidable at Landlord’s optionreasonable opinion, sufficiently creditworthy to perform the obligations such assignee or sublessee will have under this Lease; (ii) the intended use of the Premises by the assignee or sublessee is not the same as set forth in this Lease or otherwise reasonably satisfactory to Landlord; (iii) the intended use of the Premises by the assignee or sublessee would materially increase the pedestrian or vehicular traffic to the Premises or the Property; (iv) occupancy of the Premises by the assignee or sublessee would, in the good faith judgment of Landlord, violate any agreement binding upon Landlord or the Property with regard to the identity of tenants, usage in the Property, or similar matters; (v) the assignee or sublessee is then negotiating with Landlord or has negotiated with Landlord within the previous six (6) months, or is a current tenant or subtenant within the Property; (vi) the identity or business reputation of the assignee or sublessee will, in the good faith judgment of Landlord, tend to damage the goodwill or reputation of the Property; or (vii) in the case of a sublease, the subtenant has not acknowledged that the Lease controls over any inconsistent provision in the sublease. The foregoing criteria shall not exclude any other reasonable basis for Landlord to refuse its consent to such assignment or sublease. Tenant will promptly furnish to Landlord copies of all transaction documentation.

Landlord’s Consent Required. Subject to the remaining provisions of this Article 11, but notwithstanding anything to the contrary contained elsewhere Except in this Leaseconnection with a Permitted Transfer (defined in Section 12.D), Tenant shall may not assign, transfer or encumber any interest in this Lease (either absolutely or collaterally) or sublease or allow any third party to use any portion of the Premises (collectively or individually, a “"Transfer”") without the prior written consent of Landlord, which consent shall not be unreasonably withheldwithheld if Landlord does not elect to exercise its termination rights under Section 12.B below. Without limitation, Tenant agrees that Landlord’s 's consent shall not be considered unreasonably withheld if: (1) the proposed transferee’s 's financial condition does not meet the criteria Landlord reasonably uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee is a governmental organization or agency; (3) the proposed transferee is a present occupant of the Property, or Building (but only if Landlord has available space within the Building which could accommodate the proposed transferee); (4) Landlord is otherwise engaged in active lease negotiations with the proposed transferee for other premises in the PropertyBuilding; (35) any uncured an event of default exists under this Lease (or a condition exists which, with the passage of time or giving of notice, would become an event of default)Lease; (46) any portion of the Building or Premises would likely become subject to additional or different Laws as a consequence of the proposed TransferTransfer and as such would increase Landlord's or other tenants Operating Expenses; (57) the proposed transferee’s 's use of the Premises conflicts with the Permitted Use or any exclusive usage rights granted to any other tenant in the Building; (6) 8) the use, nature, business, activities or reputation in the business community of the proposed transferee (or its principals, employees or invitees) does are not meet acceptable to Landlord’s standards for Building tenants; (7) either the Transfer or any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates;; or (8) 9) the proposed transferee is or has been currently involved in litigation with Landlord or any of its Affiliatesaffiliates. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer and Tenant’s 's sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Any attempted Transfer in violation of this Article is voidable at Landlord’s 's option. Consent by Landlord to one or more Transfer(s) shall not operate as a waiver of Landlord's rights to approve any subsequent Transfers. In no event shall any Transfer or Permitted Transfer release or relieve Tenant from any obligation under this Lease.

Landlord’s Consent Required. Subject to the remaining provisions of this Article 11, but notwithstanding anything to the contrary contained elsewhere in this Lease, Tenant shall not voluntarily or by operation of law assign, transfer, hypothecate, mortgage, sublet, or otherwise transfer or encumber all or any part of Tenant’s interest in this Lease (either absolutely or collaterally) or sublease or allow any third party to use any portion of in the Premises (hereinafter collectively or individuallya "Transfer"), a “Transfer”) without the Landlord’s prior written consent of Landlordconsent, which consent shall not be unreasonably withheld, conditioned or delayed. Without limitation, Tenant agrees that Landlord shall respond to Tenant’s written request for consent hereunder within ten(10) business days after Landlord’s receipt of the written request from Tenant. Any attempted Transfer without such consent shall be void and shall constitute a material default and breach of this Lease. Tenant’s written request for Landlord’s consent shall include, and Landlord’s ten (10) day response period referred to above shall not be considered unreasonably withheld ifcommence, unless and until Landlord has received from Tenant all of the following information: (1) financial statements for the proposed transferee’s financial condition does not meet assignee or subtenant for the criteria Landlord uses to select Building tenants having similar leasehold obligations; past two (2) years prepared in accordance with generally accepted accounting principles, (b) federal tax returns for the proposed transferee assignee or subtenant for the past two (2) years, (c) a TRW credit report or similar report on the proposed assignee or subtenant, (d) a detailed description of the business the assignee or subtenant intends to operate at the Premises, (e) the proposed effective date of the assignment or sublease, (f) a copy of the proposed sublease or assignment agreement which includes all of the terms and conditions of the proposed assignment or sublease,(g) a detailed description of any ownership or commercial relationship between Tenant and the proposed assignee or subtenant. If the obligations of the proposed assignee or subtenant will be guaranteed by any person or entity, Tenant’s written request shall not be considered complete until the information described in (a), (b), and (c) of the previous sentence has been provided with respect to each proposed guarantor. "Transfer" shall also include the transfer (a) if Tenant is a governmental organization or present occupant corporation, and Tenant’s stock is not publicly traded over a recognized securities exchange, of more than fifty-one percent (51%) of the Property, or Landlord is otherwise engaged in lease negotiations with voting stock of such corporation during the proposed transferee for other premises in the Property; (3) any uncured event term of default exists under this Lease (whether or a condition exists which, with not in one or more transfers) or the passage of time dissolution or giving of notice, would become an event of default); (4) any portion merger of the Building corporation, or Premises would likely become subject to additional (b) if Tenant is a partnership or different Laws as a consequence other entity, of more than twenty-five percent (25%) of the proposed Transfer; profit and loss participation in such partnership or entity during the term of this Lease (5whether or not in one or more transfers) or the proposed transferee’s use dissolution or liquidation of the Premises conflicts with the Permitted Use or any exclusive usage rights granted to any other tenant partnership. But Tenant may transfer its interest in the Building; (6) Lease to its parent, a wholly owned subsidiary, a corporation wholly owned by the usesame parent, natureor to another entity acquiring substantially all of Tenant's assets by an asset sale, businessmerger, activities or reputation in consolidation without Landlord's further consent if the business community of the proposed transferee (or its principals, employees or invitees) does not meet Landlord’s standards for Building tenants; (7) either the Transfer or any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is or has following conditions have been involved in litigation with Landlord or any of its Affiliates. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Any attempted Transfer in violation of this Article is voidable at Landlord’s option.satisfied:

Landlord’s Consent Required. Subject to the remaining provisions of this Article 11, but notwithstanding anything to the contrary contained elsewhere in this Lease, Tenant shall not voluntarily or by --------------------------- operation of law assign, transfer, mortgage, sublet or otherwise transfer or encumber all or any part of Tenant's interest in this Lease (either absolutely or collaterally) or sublease or allow any third party to use any portion of in the Premises (collectively or individually, a “Transfer”) without the Landlord's prior written consent which shall not, be unreasonably withheld or delayed. Any attempted assignment, transfer, mortgage, encumbrance or subletting without such consent shall be void and shall constitute a breach of the Lease. Any transfer of Tenant's interest in this Lease or in the Premises from Tenant by merger, consolidation or liquidation, or by any subsequent change in the ownership of fifty percent (50%) or more of the capital stock of Tenant shall be deemed a prohibited assignment within the meaning of this Section 16. As a condition of obtaining Landlord's consent, Tenant shall submit to Landlord together with its request for consent the name of the proposed assignee or subtenant, the terms and provisions of the proposed transaction, and such information as to the nature of the proposed assignee's or subtenant's business and its financial responsibility and standing as Landlord may reasonably require, together with the effective date of the proposed transfer which shall be at least sixty (60) days after the date of submission of such information to Landlord. Landlord's failure to consent to any proposed transfer under this Section shall not be deemed unreasonably withheld. Without limitation, Tenant agrees that Landlord’s consent shall withheld if (a) the occupancy resulting from such transfer will not be considered unreasonably withheld if: (1) consistent with the proposed transferee’s financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee is a governmental organization or present occupant general character of the Property, or Landlord is otherwise engaged in lease negotiations with business carried on by the proposed transferee for other premises in the Property; (3) any uncured event of default exists under this Lease (or a condition exists which, with the passage of time or giving of notice, would become an event of default); (4) any portion tenants of the Building or Premises would likely become subject to additional violates any rights or different Laws as a consequence options held by any other tenant of the proposed Transferbuilding; or (5b) the proposed transferee’s use of occupant pursuant to the Premises conflicts with the Permitted Use or any exclusive usage rights granted to any other tenant in the Building; (6) the use, nature, business, activities or reputation in the business community of the proposed transferee (or its principals, employees or invitees) transfer does not meet Landlord’s standards for Building tenants; (7) either have the Transfer financial strength and stability to perform its rental obligations or any consideration payable Landlord is unable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any of its Affiliates. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Any attempted Transfer in violation of this Article is voidable at Landlord’s option.obtain guaranties from one or

Landlord’s Consent Required. Subject to the remaining provisions of this Article 11, but notwithstanding anything to the contrary contained elsewhere in this Lease, Tenant shall not assign, transfer or encumber any interest in this Lease (either absolutely or collaterally) or sublease or allow any third party to use any portion of the Premises (collectively or individually, a “Transfer”“) without the prior written consent of Landlord, which consent shall not be unreasonably withheld. Without limitation, Tenant agrees that Landlord’s consent shall not be considered unreasonably withheld if: (1) the proposed transferee’s financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee is (a) a governmental organization or (b) a present occupant of the Property, or Property as to which Landlord is otherwise engaged in active lease negotiations with the proposed transferee for other premises in the PropertyBuilding, which negotiations began prior to any active negotiations between Tenant and such occupant (“active” meaning that Landlord and such proposed transferee have both submitted a written proposal/counter-proposal to each other); (3) any uncured event of default exists under this Lease (or a condition exists which, with the passage of time or giving of notice, would become an event of default); (4) any portion of the Building or Premises would likely become subject to additional or different Laws as a consequence of the proposed Transfer; (5) the proposed transferee’s use of the Premises conflicts with the Permitted Use or any exclusive usage rights granted to any other tenant in the Building; (6) the use, nature, business, activities or reputation in the business community of the proposed transferee (or its principals, employees or invitees) does not meet Landlord’s standards for Building tenants; (7) either the Transfer or any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any of its Affiliates. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Any attempted Transfer in violation of this Article is voidable at Landlord’s option.

Landlord’s Consent Required. Subject to the remaining provisions of this Article 11, but notwithstanding anything to the contrary contained elsewhere in this Lease, Tenant shall not assign, transfer transfer, mortgage, or otherwise encumber any interest in this Lease or its interest therein (either absolutely collectively “assign” or collaterally“assignment”) or sublease sublet, rent or allow permit anyone to occupy the Premises, or any third party to use any portion of the Premises part thereof (collectively or individually“sublet”), a “Transfer”) without obtaining the prior written consent of Landlord, which consent shall may not be unreasonably withheld, conditioned or delayed. Without limitationNotwithstanding the foregoing, Tenant agrees that Landlord’s consent shall not be considered unreasonably withheld if: (1) the proposed transferee’s financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee is a governmental organization or present occupant of the Property, or Landlord is otherwise engaged required in lease negotiations conjunction with the proposed transferee sale of all or substantially all of Tenant’s assets or membership interests. Tenant shall be responsible for other premises in the Property; (3) and agrees to reimburse to Landlord any uncured event of default exists under this Lease (or a condition exists whichcosts and expenses, with the passage of time or giving of noticeincluding reasonable legal fees, would become an event of default); (4) any portion of the Building or Premises would likely become subject to additional or different Laws as a consequence of the proposed Transfer; (5) the proposed transferee’s use of the Premises conflicts with the Permitted Use or any exclusive usage rights granted to any other tenant in the Building; (6) the use, nature, business, activities or reputation in the business community of the proposed transferee (or its principals, employees or invitees) does not meet Landlord’s standards for Building tenants; (7) either the Transfer or any consideration payable to incurred by Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable with any proposed or purported assignment, transfer or sublease, mortgaging or encumbering, up to $500.00 Tenant further agrees to submit any and all instruments of assignment and subleases to Landlord or its Affiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any of its Affiliates. Tenant for Landlord’s prior written approval as to form and substance, which approval shall not be entitled unreasonably withheld, but which instruments, as an express condition precedent to receive monetary damages based upon Landlord’s prior approval, shall provide that (i) such sublease or assignment is subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof, (ii) Tenant shall remain primarily liable as Tenant hereunder, (iii) such assignee or sublessee shall conduct a claim business in the Premises which is a Permitted Use pursuant to this Lease, (iv) in the case of an assignment, such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder, (v) in the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee, (vi) Landlord’s consent to such assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and (vii) Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord unreasonably withheld its consent has approved any plans or specifications for renovations to a proposed Transfer the Premises intended by such assignee or sublessee and Tenant’s sole remedy that any such work to the Premises must be conducted in accordance with the terms of this Lease. Any such instrument of assignment or sublease which does not provide the applicable subsections (i) - (vii) above shall be an action null and void and of no force and effect. If this Lease is or shall be assigned by Landlord to enforce the holder of a mortgage against the Building as additional security for such mortgage loan, the consent of such holder (if required by the terms of the applicable loan documents) shall be required in addition to any such provision through specific performance or declaratory judgment. Any attempted Transfer in violation consents by Landlord under the terms of this Article is voidable at Landlord’s optionSection 8.1.

Landlord’s Consent Required. Subject for Tenant's Alterations. Tenant covenants not to make in or to the remaining provisions of this Article 11Premises or the Buildings any construction work, but notwithstanding anything alterations, or additions, or any holes in the walls, partitions, ceilings, or floors or to paint or place therein or thereon any signs or to place therein or thereon any awnings, aerials, flagpoles, or the contrary contained elsewhere like, or install data/telecommunications cabling and related equipment in this Lease, Tenant shall not assign, transfer or encumber any interest in this Lease (either absolutely or collaterally) or sublease or allow any third party to use any portion area outside of the Premises (collectively or individuallycollectively, a “Transfer”"CONSTRUCTION WORK") without on each occasion obtaining the prior written consent of Landlord. Landlord's consent shall not be required in connection with hanging works of art or other decorative items on wall or partitions. In addition, which Tenant may make non-structural alterations affecting only the interior of the Premises, and not affecting Building Systems, costing less than $50,000 in any one instance (or in the aggregate with respect to related alterations) without Landlord's prior written consent but with prior written notice to Landlord and subject to the provisions of this Lease, including this Section 5.1.9 (collectively, "PERMITTED ALTERATIONS"). Landlord's consent and approval under this Section 5.1.9 shall not be unreasonably withheld, conditioned or delayed, including any proposed installation of tel/data cabling; except that any alterations or additions affecting Structural Components or Building Systems, or visible from outside of the Premises, or affecting the exterior of the Buildings or the Common Facilities, shall be determined by Landlord in its sole discretion. Without limitationLandlord's consent may be subject to reasonable conditions deemed appropriate by Landlord, including review of plans and specifications, reasonable approval of the contractors and subcontractors, and architect's certificate that the work complies with Legal Requirements, an architect's certificate of completion, and, if required by Legal Requirements, a certificate of the city building inspector of final completion. Tenant covenants to cause any Construction Work to be performed expeditiously, with first-class workmanship and materials and in compliance with all applicable Legal Requirements and Insurance Requirements; to pay for the same when due; to remove promptly (and not later than twenty-five days in any event), or bond to Landlord's satisfaction, any materialmen's or mechanics liens filed in connection therewith; and to save Landlord harmless and indemnified from all injury, loss, claims, costs, or damage to any person or property occasioned by or growing out of such Tenant Construction Work. If Landlord deems it appropriate to supervise any of the Construction Work other than Tenant's Work, Tenant agrees that Landlord’s consent shall pay the costs and expenses of such supervision, not be considered unreasonably withheld if: (1) the proposed transferee’s financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee is a governmental organization or present occupant exceed three percent of the Property, or Landlord is otherwise engaged in lease negotiations with the proposed transferee for other premises in the Property; (3) any uncured event of default exists under this Lease (or a condition exists which, with the passage of time or giving of notice, would become an event of default); (4) any portion cost of the Building Construction Work. Tenant shall cause contractors employed by Tenant to carry worker's compensation insurance in accordance with statutory requirements and commercial general liability insurance and automobile liability insurance covering such contractors on or Premises would likely become subject about the Premises, and such other appropriate insurance coverage as Landlord may require, in such reasonable amounts as Landlord shall reasonably require, and Tenant shall submit certificates evidencing such coverage to additional or different Laws Landlord before the commencement of such Construction Work. Nothing in this Section 5.1.9 shall be deemed to waive the requirement that Tenant obtain Landlord's prior written consent to any such Construction Work except as a consequence of the proposed Transfer; (5) the proposed transferee’s use otherwise set forth herein. Tenant will provide to Landlord as-built plans of the Premises conflicts with promptly after the Permitted Use Construction Work is completed (except that asbuilt plans will not be required for any Construction Work not requiring a building permit, and for which no building permit was obtained, unless the work involves changes in electrical, wiring, tel/data cabling, plumbing, chemical handling, access doors, venting, or any exclusive usage rights granted to any other tenant air handling systems, in the Building; (6) the use, nature, business, activities or reputation in the business community of the proposed transferee (or its principals, employees or invitees) does not meet Landlord’s standards for Building tenants; (7) either the Transfer or any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any of its Affiliateswhich case as built plans shall be provided). Tenant shall not be entitled will pay all increases in Real Estate Taxes attributable to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Any attempted Transfer in violation of this Article is voidable at Landlord’s optionthe Construction Work.

Landlord’s Consent Required. Subject The purpose of this Lease is to transfer possession of the Premises to Tenant for Tenant's personal use and Tenant has not entered into this Lease for the purpose of obtaining the right to convey the leasehold to others. The ability of Tenant to assign or sublet the Premises is subsidiary and incidental to the remaining provisions underlying purpose of this Article 11Lease. Tenant will not, but notwithstanding anything to the contrary contained elsewhere in this Leaseeither voluntarily or by operation of law, Tenant shall not assign, transfer transfer, mortgage, pledge, hypothecate or encumber this Lease or any interest in this Lease (either absolutely herein, and will not sublet the Premises or collaterally) any part thereof or sublease any right or privilege appurtenant thereto, or allow any third party other person (the employees, agents, servants and invitees of Tenant excepted) to occupy or use the Premises or any portion of the Premises (collectively or individuallythereof, a “Transfer”) without the prior written consent of Landlord, which consent shall will not be unreasonably withheldwithheld or delayed. Without limitationIf Tenant is a partnership or corporation, any cumulative transfer of more than fifty percent (50%) of the partnership interests, or fifty percent (50%) of the voting stock (unless Tenant's stock is publicly traded on a nationally recognized exchange), as the case may be, will be deemed to be an assignment by Tenant agrees of this Lease which assignment requires the prior written consent of Landlord. Tenant shall have the right without Landlord's consent (but with prior written notice to Landlord) to enter into an assignment or sublease with any entity controlling or controlled by Tenant or any entity succeeding to substantially all of the assets of Tenant as a result of a consolidation or merger, or any entity to which all or substantially all of the assets of Tenant have been sold, provided that on or before the effective date of any such transfer, the assignee, sublessee or transferee executes and delivers to Landlord an assignment and assumption agreement in form and content satisfactory to Landlord and executed by Tenant and such assignee, sublessee or transferee, as the case may be and that the assignee, sublessee or transferee has a net worth on the date of the assignment equal to or greater than Tenant's net worth on the date of this Lease. Landlord’s 's consent shall not be considered unreasonably withheld if: (1) the proposed transferee’s financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee is a governmental organization or present occupant required for any transfer of the Property, or Landlord stock of Tenant so long as Tenant's stock is otherwise engaged in lease negotiations with the proposed transferee for other premises in the Property; (3) any uncured event of default exists under this Lease (or publicly traded on a condition exists which, with the passage of time or giving of notice, would become an event of default); (4) any portion of the Building or Premises would likely become subject to additional or different Laws as a consequence of the proposed Transfer; (5) the proposed transferee’s use of the Premises conflicts with the Permitted Use or any exclusive usage rights granted to any other tenant in the Building; (6) the use, nature, business, activities or reputation in the business community of the proposed transferee (or its principals, employees or invitees) does not meet Landlord’s standards for Building tenants; (7) either the Transfer or any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any of its Affiliates. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Any attempted Transfer in violation of this Article is voidable at Landlord’s optionnationally recognized exchange.

Landlord’s Consent Required. Subject to the remaining provisions of this Article 11, but notwithstanding anything to the contrary contained elsewhere in this Lease, Tenant shall not assign, transfer or encumber any interest in this Lease (either absolutely or collaterally) or sublease or allow any third party to use any portion of the Premises (collectively or individually, a “Transfer”) without the prior written consent of Landlord, which consent shall not be unreasonably withheldWithheld. Without limitation, Tenant agrees that Landlord’s consent shall not be considered unreasonably withheld if: (1) the proposed transferee’s financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee is a governmental organization or present occupant of the Property, or Landlord is otherwise engaged in lease negotiations with the proposed transferee for other premises in the Property; (3) any uncured event of default exists under this Lease (or a condition exists which, with the passage of time or giving of notice, would become an event of default); (4) any portion of the Building or Premises would likely become subject to additional or different Laws as a consequence of the proposed Transfer; (5) the proposed transferee’s use of the Premises conflicts with the Permitted Use or any exclusive usage rights granted to any other tenant in the Building; (6) the use, nature, business, activities or reputation in the business community of the proposed transferee (or its principals, employees or invitees) does not meet Landlord’s standards for Building tenants; (7) either the Transfer or any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any of its Affiliates. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Any attempted Transfer in violation of this Article is voidable at Landlord’s option.

Landlord’s Consent Required. Subject Tenant shall not voluntarily or by operation of law assign, transfer, hypothecate, mortgage, sublet, or otherwise transfer or encumber all or any part of Tenant's interest in this Lease or in the Premises (hereinafter collectively a "Transfer"), without Landlord's prior written consent, which shall not be unreasonably withheld. Landlord shall respond to Tenant's written request for consent hereunder within thirty (30) days after Landlord's receipt of the written request from Tenant. Any attempted Transfer without such consent shall be void and shall constitute a material default and breach of this Lease. Tenant's written request for Landlord's consent shall include, and Landlord's thirty (30) day response period referred to above shall not commence, unless and until Landlord has received from Tenant, all of the following information: (a) financial statements for the proposed assignee for the lesser of the past three (3) years or for so many years as such proposed assignee or subtenant shall have been in existence prepared in accordance with generally accepted accounting principles, (b) federal tax returns for the proposed assignee for the lesser of the past three (3) years or for so many years as such proposed assignee or subtenant shall have been in existence, (c) a TRW credit report or similar report on the proposed assignee or subtenant, (d) a detailed description of the business the assignee or subtenant intends to operate at the Premises, (e) the proposed effective date of the assignment or sublease, (f) a copy of the proposed sublease or assignment agreement which includes all of the terms and conditions of the proposed assignment or sublease, (g) a description of any ownership or commercial relationship between Tenant and the proposed assignee or subtenant, and (h) a detailed description of any Alterations the proposed assignee or subtenant desires to make to the remaining provisions Premises. If the obligations of the proposed assignee or subtenant will be guaranteed by any person or entity, Tenant's written request shall not be considered complete until the information described in (a), (b) and (c) of the previous sentence has been provided with respect to each proposed guarantor. "Transfer" shall also include the transfer (a) if Tenant is a corporation, and Tenant's stock is not publicly traded over a recognized securities exchange, of more than forty-nine percent (49%) of the voting stock of such corporation during the Term of this Article 11Lease (whether or not in one or more transfers) or the dissolution, but notwithstanding anything to merger or liquidation of the contrary contained elsewhere corporation, or (b) if Tenant is a partnership or other entity, of more than forty-nine percent (49%) of the profit and loss participation in such partnership or entity during the Term of this LeaseLease (whether or not in one or more transfers) or the dissolution, merger or liquidation of the partnership or entity. If Tenant is a limited or general partnership (or is comprised of two or more persons, individually or as co-partners), Tenant shall not assignbe entitled to change or convert to (i) a limited liability company, transfer (ii) a limited liability partnership or encumber (iii) any interest in this Lease (either absolutely or collaterally) or sublease or allow any third party to use any portion other entity which possesses the characteristics of the Premises (collectively or individually, a “Transfer”) limited liability without the prior written consent of Landlord, which consent may be given or withheld in Landlord's sole discretion. Tenant's sole remedy in the event that Landlord shall not wrongfully withhold consent to or disapprove any assignment or sublease shall be unreasonably withheldto obtain an order by a court of competent jurisdiction that Landlord grant such consent; in no event (provided Landlord has acted in good faith) shall Landlord be liable for damages with respect to its granting or withholding consent to any proposed assignment or sublease. Without limitation, Tenant agrees that Landlord’s consent If Landlord (having acted in good faith) shall not be considered unreasonably withheld if: (1) exercise any option to recapture the proposed transferee’s financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee is a governmental organization or present occupant of the PropertyPremises, or Landlord is otherwise engaged in lease negotiations with the proposed transferee shall deny a request for other premises in the Property; (3) any uncured event of default exists under this Lease (or a condition exists which, with the passage of time or giving of notice, would become an event of default); (4) any portion of the Building or Premises would likely become subject to additional or different Laws as a consequence of the proposed Transfer; (5) the proposed transferee’s use of the Premises conflicts with the Permitted Use or any exclusive usage rights granted to any other tenant in the Building; (6) the use, nature, business, activities or reputation in the business community of the proposed transferee (or its principals, employees or invitees) does not meet Landlord’s standards for Building tenants; (7) either the Transfer or any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any of its Affiliates. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer assignment or sublease, Tenant shall indemnify, defend and Tenant’s sole remedy shall hold Landlord harmless from and against any and all losses, liabilities, damages, costs and claims that may be an action to enforce made against Landlord by the proposed assignee or subtenant, or by any such provision through specific performance brokers or declaratory judgmentother persons claiming a commission or similar compensation in connection with the proposed assignment or sublease. Any attempted Transfer in violation of this Article is voidable at Landlord’s option.SEE ADDENDUM PARAGRAPH 8