Common use of Consent by Landlord Clause in Contracts

Consent by Landlord. 16.1 Although this Sublease is a presently effective and binding contract as of the Sublease Date, the creation and conveyance of any subleasehold estate or other interest in or to the Premises or the Property pursuant to this Sublease is expressly conditioned upon procuring the written consent of Landlord to this Sublease in accordance with the terms of the Master Lease (the “Sublease Consent”) on or before the 30th day after the Sublease Date, which Sublease Consent shall be in the form attached as Exhibit C to this Sublease or such other form as Sublandlord, Subtenant, and the Landlord may in their sole discretion approve. In case of conflict between the express provisions of this Sublease and the express provisions of the Sublease Consent, the latter shall control. 16.2 The requirement of Landlord’s execution and delivery of the Sublease Consent is referred to herein as the “Consent Condition.” Sublandlord and Subtenant shall cooperate with each other in attempting to satisfy the Consent Condition (without any obligation to agree to any change in the Sublease Consent from the form attached as Exhibit C to this Sublease). However, Subtenant acknowledges that Landlord has the option to terminate the Master Lease in lieu of approving this Sublease, and neither Sublandlord nor Landlord shall have any liability to Subtenant if Landlord exercises such termination option. 16.3 If the Consent Condition is not satisfied within thirty (30) days after the Sublease Date, or if Landlord exercises its recapture rights under the Master Lease and terminates the Master Lease, this Sublease shall terminate upon the delivery of written notice by either Sublandlord or Subtenant to the other. If this Sublease is so terminated: (i) all consideration previously paid by Subtenant to Sublandlord on account of this Sublease shall be returned to Subtenant; and (ii) the parties thereupon shall be relieved of any further liability or obligation under this Sublease.

Consent by Landlord. 16.1 Although Except as specifically provided in Section 17.E, Tenant may not voluntarily, involuntarily or by operation of law, assign, sell or otherwise transfer all or any part of Tenant's interest in this Sublease is a presently effective and binding contract as Lease or in the Premises, cause or permit any part of the Sublease DatePremises to be sublet, occupied or used by anyone other than Tenant, or permit any person to succeed to any interest in this Lease or the creation Premises (all of the foregoing being a "Transfer") without the express written consent of Landlord. In the event Tenant desires to effectuate a Transfer, Tenant shall deliver to Landlord (1) a copy of the proposed sublease or assignment agreement and conveyance of all ancillary agreements with the proposed transferee, (2) current financial statements of the transferee covering the preceding three years, (3) the nature of the proposed transferee's business to be carried on in the Premises, and (4) a statement outlining all consideration to be given on account of the Transfer. Landlord may condition its approval of any subleasehold estate Transfer on receipt of a certification from both Tenant and the proposed transferee of all consideration to be paid to Tenant in connection with such Transfer. At Landlord's request, Tenant shall also provide additional information reasonably required by Landlord to determine whether it will consent to the proposed Transfer. Landlord shall have a ten (10) business-day period following receipt of all the foregoing within which to notify Tenant in writing that Landlord elects to: (i) permit Tenant to Transfer such space to the named transferee on the terms and conditions stated in the proposed sublease or assignment agreement; or (ii) refuse consent. If Landlord should fail to notify Tenant in writing of such election within the 10 business-day period, Tenant shall again notify Landlord in writing and shall give Landlord an additional five (5) business days to respond. If Landlord fails to notify Tenant in writing of such election within this second 5 business-day period, then Landlord shall be deemed to have elected option (i) above. In the event Landlord does not elect option (i) above, Landlord's consent to the proposed Transfer shall not be unreasonably withheld, provided and upon the condition that: (i) the proposed transferee is engaged in a business that is limited to the use expressly permitted under this Lease; (ii) the proposed transfer agreement is in form reasonably satisfactory to Landlord; (iii) the proposed Transfer will not result in there being greater than three (3) subtenants or other occupants (not including employees) within the Premises at any time during the Lease Term; and (iv) Tenant reimburses Landlord promptly after demand for any reasonable costs that may be incurred by Landlord in connection with said Transfer, including the costs of making investigations as to the acceptability of the proposed transferee and legal costs incurred in connection with the granting or denial of any requested consent. In the event all or any one of the foregoing conditions are not satisfied (without limiting other factors that may be considered or conditions that may be imposed by Landlord in connection with a requested Transfer), Landlord shall be considered to have acted reasonably if it withholds its consent. Tenant shall not hypothecate, mortgage, pledge or otherwise encumber Tenant's interest in this Lease or to the Premises or otherwise use the Property pursuant Lease as a security device in any manner without the consent of Landlord, (all of the foregoing being an "Hypothecation") which consent Landlord may withhold in its sole discretion; provided, however, Landlord hereby acknowledges and agrees that, so long as Tenant is not in default hereunder, Tenant shall be permitted, with Landlord's reasonable consent, to pledge its interest in this Sublease is expressly conditioned upon procuring Lease in connection with the pledge of all or substantially all of its assets as part of any master credit facility. In the event Landlord consents to such a Hypothecation, Landlord's consent shall be evidenced by a written consent of Landlord to this Sublease in accordance with the terms of the Master Lease (the “Sublease Consent”) on or before the 30th day after the Sublease Date, which Sublease Consent shall be in substantially the form attached as Exhibit C "E" hereto. Tenant shall reimburse Landlord on demand for any reasonable costs that may be incurred by Landlord in connection with an Hypothecation, including legal costs incurred in connection with the granting or denial of any requested consent. Landlord's consent to one or more Transfers or Hypothecations shall not operate to exhaust Tenant's obligation to obtain Landlord's consent to other Transfers or Hypothecations nor constitute consent to an assignment or other Transfer following foreclosure of any permitted lien, mortgage or other encumbrance. If Tenant is a corporation, limited liability company, unincorporated association, partnership or other legal entity, the sale, assignment, transfer or hypothecation of any stock, membership or other ownership interest in such entity (whether occurring at one time or over a period of time) in the aggregate of more than fifty percent (50%) (determined cumulatively) shall be deemed an assignment of this Sublease Lease; in the case of a partnership, any withdrawal or such other form as Sublandlordsubstitution (whether occurring at one time or over a period of time) of any partners owning fifty percent (50%) or more (cumulatively) of the partnership, Subtenantor the dissolution of the partnership shall be deemed an assignment of this Lease; provided that, subject to Section 17.D below, the foregoing provisions of this sentence shall not apply to a transfer of stock in a corporation whose stock is publicly traded on a public stock exchange, a transfer of stock or ownership interest resulting from a financing of Tenant or a private or public offering, and the Landlord may in their sole discretion approve. In case issuance of conflict between the express provisions of this Sublease warrants or stock options to purchase Tenant's stock (and the express provisions exercise of the Sublease Consent, the latter shall control. 16.2 The requirement of Landlord’s execution and delivery of the Sublease Consent is referred to herein as the “Consent Condition.” Sublandlord and Subtenant shall cooperate with each other in attempting to satisfy the Consent Condition (without purchase rights under any obligation to agree to any change in the Sublease Consent from the form attached as Exhibit C to this Subleasesuch warrants or stock options). However, Subtenant acknowledges that Landlord has the option to terminate the Master Lease in lieu of approving this Sublease, and neither Sublandlord nor Landlord shall have any liability to Subtenant if Landlord exercises such termination option. 16.3 If the Consent Condition Tenant is a corporation whose stock is not satisfied within thirty (30) days after the Sublease Datepublicly traded on a public stock exchange, any dissolution, merger, consolidation or if Landlord exercises its recapture rights under the Master Lease and terminates the Master Lease, this Sublease shall terminate upon the delivery reorganization of written notice by either Sublandlord or Subtenant to the other. If this Sublease is so terminated: (i) all consideration previously paid by Subtenant to Sublandlord on account of this Sublease Tenant shall be returned to Subtenant; and (ii) the parties thereupon shall be relieved of any further liability or obligation under this Subleasedeemed a Transfer.

Consent by Landlord. 16.1 Although Except as specifically provided in this Sublease is Section 17, Tenant may not assign, sublet, hypothecate, or allow a presently effective and binding contract as third party to use the Premises without the express written consent of Landlord, which consent shall not be unreasonably withheld or delayed. In the Sublease Date, the creation and conveyance of event Tenant desires to assign this Lease or any subleasehold estate interest herein or other interest in or to sublet the Premises or any part thereof, Tenant shall deliver to Landlord (i) executed counterparts of any agreement and of all ancillary agreements with the Property pursuant proposed assignee/subtenant, (ii) current financial statements of the transferee covering the preceding three years, (iii) the nature of the proposed transferee's business to this Sublease is expressly conditioned upon procuring be carried on in the written consent Premises, (iv) a statement outlining all consideration to be given on account of the Transfer, and (v) a current financial statement of Tenant. Landlord may condition its approval of any Transfer on receipt of a certification from both Tenant and the proposed transferee of all consideration to be paid to Tenant in connection with such Transfer. At Landlord's request, Tenant shall also provide additional information reasonably required by Landlord to this Sublease in accordance with determine whether it will consent to the terms of the Master Lease (the “Sublease Consent”) on proposed assignment or before the 30th day after the Sublease Date, which Sublease Consent shall be in the form attached as Exhibit C to this Sublease or such other form as Sublandlord, Subtenant, and the Landlord may in their sole discretion approvesublease. In case of conflict between the express provisions of this Sublease and the express provisions of the Sublease Consent, the latter shall control. 16.2 The requirement of Landlord’s execution and delivery of the Sublease Consent is referred to herein as the “Consent Condition.” Sublandlord and Subtenant shall cooperate with each other in attempting to satisfy the Consent Condition (without any obligation to agree to any change in the Sublease Consent from the form attached as Exhibit C to this Sublease). However, Subtenant acknowledges that Landlord has the option to terminate the Master Lease in lieu of approving this Sublease, and neither Sublandlord nor Landlord shall have any liability a eight (8) business-day period following receipt of all the foregoing within which to Subtenant if notify Tenant in writing that Landlord exercises such termination option. 16.3 If the Consent Condition is not satisfied within thirty (30) days after the Sublease Date, or if Landlord exercises its recapture rights under the Master Lease and terminates the Master Lease, this Sublease shall terminate upon the delivery of written notice by either Sublandlord or Subtenant to the other. If this Sublease is so terminatedelects to: (i) terminate this Lease in the event the proposed sublease or assignment is for substantially all consideration previously paid of space in the Premises (provided, however, that Landlord shall not have the right to terminate on any sublease or assignment expiring, including any options in favor of sublessee/assignee, more than three (3) years prior to the Lease Expiration Date, including any options under this Lease which have been exercised by Subtenant Tenant); (ii) permit Tenant to Sublandlord assign or sublet such space to the named assignee/subtenant on account the terms and conditions set forth in the notice; or (iii) refuse consent. If Landlord should fail to notify Tenant in writing of this Sublease such election within the 30-day period, Landlord shall be returned deemed to Subtenanthave elected option (ii) above. In the event Landlord elects option (i) above, this Lease shall expire with respect to such part of the Premises on the date upon which the proposed sublease or transfer was to commence, and from such date forward, Base Monthly Rent and all other costs and charges shall be adjusted based upon the proportion that the rentable area of the Premises remaining bears to the total rentable area of the Building. In the event Landlord elects option (ii) above, Landlord's written consent to the proposed assignment or sublease shall not be unreasonably withheld, provided and upon the condition that: (i) the proposed assignee or subtenant is engaged in a business that is limited to the use expressly permitted under this Lease; and (ii) the parties thereupon proposed assignment or sublease is in form reasonably satisfactory to Landlord; (iii) the proposed sublease will not result in there being more than two (2) subtenants within the Premises at any time during the Lease Term; (iv) Tenant reimburses Landlord on demand for any reasonable costs that may be incurred by Landlord in connection with said assignment or sublease, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant and legal costs (not to exceed $2,000.00 per occurance) incurred in connection with the granting of any requested consent; and (v) Tenant shall not have advertised or publicized in any way the availability of the Premises without prior notice to Landlord. In the event all or any one of the foregoing conditions are not satisfied, Landlord shall be relieved of any further liability or obligation under this Subleaseconsidered to have acted reasonably if it withholds its consent.

Consent by Landlord. 16.1 Although Except as specifically provided in this Sublease is Section 17, Tenant may not assign, sublet, hypothecate, or allow a presently effective and binding contract third party to use the Premises (except as herein provided) without the express written consent of Landlord. In the Sublease Dateevent Tenant desires to assign this Lease or any interest herein including, the creation and conveyance of any subleasehold estate without limitation, a pledge, mortgage or other interest in hypothecation, or to sublet the Premises or any part thereof, Tenant shall deliver to Landlord (i) the Property pursuant proposed agreements and all ancillary agreements with the proposed assignee/subtenant, (ii) current financial statements of the transferee, (iii) the nature of the proposed transferee's business to this Sublease is expressly conditioned upon procuring be carried on in the written consent Premises, and (iv) all consideration to be given on account of the Transfer. Landlord may condition its approval of any Transfer to a certification from both Tenant and the proposed transferee of all consideration to be paid to Tenant in connection with such Transfer. At Landlord's request, Tenant shall also provide additional information reasonably required by Landlord to this Sublease in accordance with determine whether it will consent to the terms of the Master Lease (the “Sublease Consent”) on proposed assignment or before the 30th day after the Sublease Date, which Sublease Consent shall be in the form attached as Exhibit C to this Sublease or such other form as Sublandlord, Subtenant, and the Landlord may in their sole discretion approvesublease. In case of conflict between the express provisions of this Sublease and the express provisions of the Sublease Consent, the latter shall control. 16.2 The requirement of Landlord’s execution and delivery of the Sublease Consent is referred to herein as the “Consent Condition.” Sublandlord and Subtenant shall cooperate with each other in attempting to satisfy the Consent Condition (without any obligation to agree to any change in the Sublease Consent from the form attached as Exhibit C to this Sublease). However, Subtenant acknowledges that Landlord has the option to terminate the Master Lease in lieu of approving this Sublease, and neither Sublandlord nor Landlord shall have any liability a ten (10) day period following receipt of all the foregoing within which to Subtenant if notify Tenant in writing that Landlord exercises such termination option. 16.3 If the Consent Condition is not satisfied within thirty (30) days after the Sublease Date, or if Landlord exercises its recapture rights under the Master Lease and terminates the Master Lease, this Sublease shall terminate upon the delivery of written notice by either Sublandlord or Subtenant to the other. If this Sublease is so terminatedelects to: (i) all consideration previously paid by Subtenant permit Tenant to Sublandlord assign or sublet such space to the named assignee/subtenant on account the terms and conditions set forth in the notice; or (ii) refuse consent. If Landlord should fail to notify Tenant in writing of this Sublease such election within the 10-day period, Landlord shall be returned deemed to Subtenanthave elected option (i) above. Landlord's written consent to the proposed assignment or sublease shall not be unreasonably withheld conditioned or delayed, provided and upon the condition that: (i) the proposed assignee or subtenant is engaged in a business that is limited to the use expressly permitted under this Lease; and (ii) the parties thereupon proposed assignee or subtenant is a company with sufficient financial worth and management ability to undertake the financial obligation of this Lease and Landlord has been furnished with reasonable proof thereof; (iii) the proposed assignment or sublease is in form reasonably satisfactory to Landlord; (iv) Tenant reimburses Landlord on demand for any actual, out-of-pocket costs reasonably incurred by Landlord in connection with said assignment or sublease, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant and reasonable legal costs incurred in connection with the granting of any requested consent (all such costs not to exceed $1,500.00 in regard to any single transaction; and (v) Tenant shall not have advertised or publicized in any way the availability of the Premises without prior notice to Landlord. In connection with an assignment to which Landlord has given its consent, Landlord and the assignee shall execute an amendment to this Lease for purposes of both documenting and implementing the Multi-Tenant Project Provisions set forth in Section 19.Y below. In the event all or any one of the foregoing conditions are not reasonably satisfied, Landlord shall be relieved considered to have acted reasonably if it withholds its consent. Tenant shall have the right, without Landlord's consent, to permit use of any further liability the Premises by persons engaged in carrying on Tenant's business or obligation under this Subleasewith whom Tenant has business relationships, provided that the portions of the Premises used by such persons are not separately demised.

Consent by Landlord. 16.1 Although Except as specifically provided in Section 18.E below, Tenant may not voluntarily, involuntarily or by operation of law, assign, sell or otherwise transfer all or any part of Tenant’s interest in this Sublease is a presently effective and binding contract as Lease or in the Premises, cause or permit any part of the Sublease DatePremises to be sublet, the creation and conveyance of occupied or used by anyone other than Tenant, or permit any subleasehold estate or other person to succeed to any interest in this Lease or to the Premises or (all of the Property pursuant to this Sublease is expressly conditioned upon procuring foregoing being a “Transfer”) without the express written consent of Landlord. In the event Tenant desires to effectuate a Transfer, Tenant shall deliver to Landlord (i) executed counterparts of any agreement and of all ancillary agreements with the proposed transferee, (ii) current financial statements of the transferee covering the preceding three (3) years, (iii) the nature of the proposed transferee’s business to be carried on in the Premises, (iv) a statement outlining all consideration to be given on account of the Transfer, and (v) a current financial statement of Tenant (or the most recent publicly available current financial statement, if Tenant is a public company). Landlord may condition its approval of any Transfer on receipt of a certification from both Tenant and the proposed transferee of all consideration to be paid to Tenant in connection with such Transfer. At Landlord’s request, Tenant shall also provide additional information reasonably required by Landlord to this Sublease in accordance with determine whether it will consent to the terms of the Master Lease (the “Sublease Consent”) on or before the 30th day after the Sublease Date, which Sublease Consent shall be in the form attached as Exhibit C to this Sublease or such other form as Sublandlord, Subtenant, and the Landlord may in their sole discretion approveproposed Transfer. In case of conflict between the express provisions of this Sublease and the express provisions of the Sublease Consent, the latter shall control. 16.2 The requirement of Landlord’s execution and delivery of the Sublease Consent is referred to herein as the “Consent Condition.” Sublandlord and Subtenant shall cooperate with each other in attempting to satisfy the Consent Condition (without any obligation to agree to any change in the Sublease Consent from the form attached as Exhibit C to this Sublease). However, Subtenant acknowledges that Landlord has the option to terminate the Master Lease in lieu of approving this Sublease, and neither Sublandlord nor Landlord shall have any liability a fifteen (15) day period following receipt of all the foregoing within which to Subtenant if notify Tenant in writing that Landlord exercises such termination option. 16.3 If the Consent Condition is not satisfied within thirty (30) days after the Sublease Date, or if Landlord exercises its recapture rights under the Master Lease and terminates the Master Lease, this Sublease shall terminate upon the delivery of written notice by either Sublandlord or Subtenant to the other. If this Sublease is so terminatedelects to: (i) all consideration previously paid by Subtenant permit Tenant to Sublandlord Transfer such space to the named transferee on account the terms and conditions set forth in the notice; or (ii) refuse consent. If Landlord should fail to notify Tenant in writing of this Sublease such election within the 15-day period, Landlord shall be returned deemed to Subtenanthave elected option (ii) of the prior sentence immediately above. Landlord’s consent to the proposed Transfer shall not be unreasonably withheld, conditioned or delayed, provided and upon the condition that: (i) the proposed transferee is engaged in a business that is limited to the use expressly permitted under this Lease; and (ii) the parties thereupon proposed transferee is a company with sufficient financial worth and management ability to undertake the financial obligation of the proposed Transfer and Landlord has been furnished with reasonable proof thereof; (iii) the proposed transfer agreement, if it is a sublease, conforms to the requirements of Section 18.I below or if it is an assignment, is in a form reasonably satisfactory to Landlord; (iv) the proposed Transfer will not result in there being greater than eight (8) subtenants or other occupants (not including employees) within the Premises at any time during the Lease Term; (v) Tenant pays to Landlord on demand the amount of Two Thousand Five Hundred Dollars ($2,500) in full reimbursement to Landlord for costs and time incurred by Landlord in evaluating Tenant’s requested Transfer; and (vi) Tenant shall not have advertised or publicized in any way the availability of the Premises without prior notice to Landlord. Without otherwise limiting the criteria upon which Landlord may withhold its consent, Landlord shall be relieved deemed reasonable in withholding its consent if it does so for any of the following reasons: (i) the proposed subtenant or assignee, or any person or entity which directly or indirectly, controls, is controlled by, or is under common control with, the proposed subtenant or assignee, either (1) occupies space in the Project at the time of the request for consent, or (2) is negotiating with Landlord or has negotiated with Landlord during the six (6) month period immediately preceding the date Landlord receives Tenant’s request for consent, to lease space in the Project; or (ii) any one or more of the requirements described in (i) through (vi) of the prior sentence has not been met. In the event all or any one of the foregoing conditions are not satisfied (without limiting other factors that may be considered or conditions that may be imposed by Landlord in connection with a requested Transfer), Landlord shall be considered to have acted reasonably if it withholds its consent. Tenant shall not hypothecate, mortgage, pledge or otherwise encumber Tenant’s interest in this Lease or the Premises or otherwise use the Lease as a security device in any manner without the consent of Landlord, (all of the foregoing being an “Hypothecation”) which consent Landlord may withhold in its sole and absolute discretion. Tenant shall reimburse Landlord on demand for any costs that may be incurred by Landlord in connection with an Hypothecation, including legal costs incurred in connection with the granting or denial of any further requested consent. Landlord’s consent to one or more Transfers or Hypothecations shall not operate to waive Tenant’s obligation to obtain Landlord’s consent to other Transfers or Hypothecations nor constitute consent to an assignment or other Transfer following foreclosure of any permitted lien, mortgage or other encumbrance. If Tenant is a corporation, limited liability company, unincorporated association, partnership or obligation other legal entity, the sale, assignment, cancellation, surrender, exchange, conversion or any other transfer or hypothecation of any stock, membership or other ownership interest in such entity (whether occurring at one time or over a period of time) in the aggregate of more than fifty percent (50%) (determined cumulatively) shall be deemed a Transfer; in the case of a partnership, any withdrawal or substitution (whether occurring at one time or over a period of time) of any partners owning fifty percent (50%) or more (cumulatively) of the partnership, or the dissolution of the partnership shall be deemed a Transfer; provided that, subject to Section 18.D below the foregoing provisions of this sentence shall not apply to a transfer of stock in a corporation whose stock is listed on a public stock exchange. If Tenant is an entity, any sale of all or substantially all of its assets shall be deemed an assignment of this Lease. If Tenant is a corporation whose stock is not listed on a public stock exchange, any dissolution, merger, consolidation or reorganization of Tenant shall be deemed a Transfer. Tenant acknowledges and agrees that the provision of this Section 18 are not unreasonable standards or conditions for purposes of Section 1951.4 of the California Civil Code, as amended from time to time, under this Subleasebankruptcy laws, or for any other purpose.

Consent by Landlord. 16.1 Although Except as specifically provided in Section 17.E, Tenant may not voluntarily, involuntarily or by operation of law, assign, sell or otherwise transfer all or any part of Tenant’s interest in this Sublease is a presently effective and binding contract as Lease or in the Premises, cause or permit any part of the Sublease DatePremises to be sublet, the creation and conveyance of occupied or used by anyone other than Tenant, or permit any subleasehold estate or other person to succeed to any interest in this Lease or to the Premises or (all of the Property pursuant to this Sublease is expressly conditioned upon procuring foregoing being a “Transfer”) without the express written consent of Landlord. In the event Tenant desires to effectuate a Transfer, Tenant shall deliver to Landlord (i) executed counterparts of any agreement and of all ancillary agreements with the proposed transferee, (ii) current financial statements of the transferee covering the preceding three years, (iii) the nature of the proposed transferee’s business to be carried on in the Premises, (iv) a statement outlining all consideration to be given on account of the Transfer, and (v) a current financial statement of Tenant. Landlord may condition its approval of any Transfer on receipt of a certification from both Tenant and the proposed transferee of all consideration to be paid to Tenant in connection with such Transfer. At Landlord’s request, Tenant shall also provide additional information reasonably required by Landlord to this Sublease in accordance with determine whether it will consent to the terms of the Master Lease (the “Sublease Consent”) on or before the 30th day after the Sublease Date, which Sublease Consent shall be in the form attached as Exhibit C to this Sublease or such other form as Sublandlord, Subtenant, and the Landlord may in their sole discretion approveproposed Transfer. In case of conflict between the express provisions of this Sublease and the express provisions of the Sublease Consent, the latter shall control. 16.2 The requirement of Landlord’s execution and delivery of the Sublease Consent is referred to herein as the “Consent Condition.” Sublandlord and Subtenant shall cooperate with each other in attempting to satisfy the Consent Condition (without any obligation to agree to any change in the Sublease Consent from the form attached as Exhibit C to this Sublease). However, Subtenant acknowledges that Landlord has the option to terminate the Master Lease in lieu of approving this Sublease, and neither Sublandlord nor Landlord shall have any liability a fifteen (15) day period following receipt of all the foregoing within which to Subtenant if notify Tenant in writing that Landlord exercises such termination option. 16.3 If the Consent Condition is not satisfied within thirty (30) days after the Sublease Date, or if Landlord exercises its recapture rights under the Master Lease and terminates the Master Lease, this Sublease shall terminate upon the delivery of written notice by either Sublandlord or Subtenant to the other. If this Sublease is so terminatedelects to: (i) all consideration previously paid by Subtenant terminate this Lease if an assignment, or sublease of substantially the entire Premises for substantially the remaining term of the Lease; (ii) permit Tenant to Sublandlord Transfer such space to the named transferee on account the terms and conditions set forth in the notice; or (iii) refuse consent. If Landlord should fail to notify Tenant in writing of this Sublease such election within the 15-day period, Landlord shall be returned deemed to Subtenanthave elected option (ii) above. In the event Landlord elects option (i) above, this Lease shall expire on the date upon which the proposed Transfer was to commence. In the event Landlord does not elect option (i) above, Landlord’s consent to the proposed Transfer shall not be unreasonably withheld, provided and upon the condition that: (i) the proposed transferee is engaged in a business that is limited to the use expressly permitted under this Lease; and (ii) the parties thereupon proposed transfer agreement, if it is a sublease, conforms to the requirements of subsection 17.I (Sublease Requirements) or if it is an assignment, is in a form reasonably satisfactory to Landlord; (iii) the proposed Transfer will not result in there being greater than three (3) subtenants or other occupants (not including employees) within the Premises at any time during the Lease Term; (iv) Tenant reimburses Landlord on demand for any reasonable costs that may be incurred by Landlord in connection with said Transfer, including the costs of making investigations as to the acceptability of the proposed transferee and legal costs incurred in connection with the granting or denial of any requested consent; and (v) Tenant shall not have advertised or publicized in any way the availability of the Premises without prior notice to Landlord. In the event all or any one of the foregoing conditions are not satisfied (without limiting other factors that may be considered or conditions that may be imposed by Landlord in connection with a requested Transfer), Landlord shall be relieved considered to have acted reasonably if it withholds its consent. Tenant shall not hypothecate, mortgage, pledge or otherwise encumber Tenant’s interest in this Lease or the Premises or otherwise use the Lease as a security device in any manner without the consent of Landlord, (all of the foregoing being an “Hypothecation”) which consent Landlord may withhold in its sole discretion. Tenant shall reimburse Landlord on demand for any costs that may be incurred by Landlord in connection with an Hypothecation, including legal costs incurred in connection with the granting or denial of any further requested consent. Landlord’s consent to one or more Transfers or Hypothecations shall not operate to waive Tenant’s obligation to obtain Landlord’s consent to other Transfers or Hypothecations nor constitute consent to an assignment or other Transfer following foreclosure of any permitted lien, mortgage or other encumbrance. If Tenant is a corporation, limited liability company, unincorporated association, partnership or obligation under other legal entity, the sale, assignment, transfer or hypothecation of any stock, membership or other ownership interest in such entity (whether occurring at one time or over a period of time) in the aggregate of more than fifty percent (50%) (determined cumulatively) shall be deemed an assignment of this SubleaseLease; in the case of a partnership, any withdrawal or substitution (whether occurring at one time or over a period of time) of any partners owning fifty percent (50%) or more (cumulatively) of the partnership, or the dissolution of the partnership shall be deemed an assignment of this Lease; provided that, subject to Section 17.D below, the foregoing provisions of this sentence shall not apply to a transfer of stock in a corporation whose stock is publicly traded on a public stock exchange. If Tenant is a corporation whose stock is not publicly traded on a public stock exchange, any dissolution, merger, consolidation or reorganization of Tenant shall be deemed a Transfer.

Consent by Landlord. 16.1 Although Wherever in this Sublease is a presently effective and binding contract as Lease Landlord agrees not to unreasonably withhold its consent or approval, or words of the Sublease Datelike import, Tenant agrees that it shall not be unreasonable for Landlord to withhold, such consent or approval (i) if by granting such consent or approval Landlord shall be in violation of any Mortgage, the creation Ground Lease or any Superior Lease, or (ii) the Ground Lessor, and conveyance of Superior Lessor or any subleasehold estate Mortgagee shall not give its consent or other interest in approval thereto where its consent or approval is required or where the Ground Lessor, or any Superior Lessor or any Mortgagee is entitled to the Premises give its consent or the Property pursuant to this Sublease is expressly conditioned upon procuring the written consent of Landlord to this Sublease in accordance with approval by the terms of the Master Ground Lease, any Superior Lease (or its Mortgage. Anything herein contained to the “Sublease Consent”) on contrary notwithstanding, any consent or before approval given by Landlord in or pursuant to the 30th day after terms of this Lease with respect to any act or matter to which the Sublease DateGround Lessor, which Sublease Consent any Superior Lessor or a Mortgagee is entitled by the terms of the Ground Lease, any Superior Lease or its Mortgage to consent or approve shall be in the form attached as Exhibit C to this Sublease of no force or such other form as Sublandlord, Subtenanteffect, and shall be deemed to have been withheld, unless accompanied by the written consent or approval of the Ground Lessor, any Superior Lessor or Mortgagee. In the event that a claim or adjudication is made that Landlord has acted unreasonably or unreasonably delayed acting in any case where by law or under this Lease it has an obligation to act reasonably or promptly, Landlord shall not be liable for any monetary damages, and Tenant's remedies shall be limited to injunctive relief or declaratory judgment. Any dispute relating to the withholding or delay of consent by Landlord may in their sole discretion approve. In case of conflict between be determined, at Tenant's option, under the express provisions of this Sublease and the express Expedited Procedures provisions of the Sublease Consent, the latter shall control. 16.2 The requirement of Landlord’s execution and delivery Commercial Arbitration Rules of the Sublease Consent is referred to herein as the “Consent Condition.” Sublandlord and Subtenant shall cooperate American Arbitration Association (presently Rules 53 through 57); provided, however, that with each other in attempting to satisfy the Consent Condition (without any obligation to agree respect to any change in the Sublease Consent from the form attached as Exhibit C to this Sublease). Howeversuch arbitration, Subtenant acknowledges that Landlord has the option to terminate the Master Lease in lieu of approving this Sublease, and neither Sublandlord nor Landlord shall have any liability to Subtenant if Landlord exercises such termination option. 16.3 If the Consent Condition is not satisfied within thirty (30) days after the Sublease Date, or if Landlord exercises its recapture rights under the Master Lease and terminates the Master Lease, this Sublease shall terminate upon the delivery of written notice by either Sublandlord or Subtenant to the other. If this Sublease is so terminated: (i) all consideration previously paid by Subtenant the list of arbitrators referred to Sublandlord on account of this Sublease in Rule 54 shall be returned to Subtenant; and within five (5) business days from the date of mailing, (ii) the parties thereupon shall notify the American Arbitration Association, by telephone, within four (4) days of any objections to the arbitrator appointed and will have no right to object if the arbitrator so appointed was on the list submitted by the American Arbitration Association and was not objected to in accordance with the second sentence of Rule 54, (iii) the Notice of Hearing referred to in Rule 55 shall be relieved four (4) days in advance of the hearing, (iv) the hearing shall be held within seven (7) days after the appointment of the arbitrator, and (v) the arbitrator shall have no right to award damages. Judgment upon any decision rendered in any arbitration held pursuant to this Article shall be final and binding upon Landlord and Tenant, whether or not a judgment shall be entered in any Court. Each party shall pay its own counsel fees and expenses, if any, in connection with any arbitration under this Article, including the expenses and fees of any further liability arbitrator selected by it in accordance with the provisions of this Article, and the parties shall share all other expenses and fees of any such arbitration. The arbitrators shall be bound by the provisions of this Lease, and shall not add to, subtract from or obligation under this Subleaseotherwise modify such provisions.

Consent by Landlord. 16.1 Although Except as specifically provided in this Sublease is Section 17.E, Tenant may not assign, sublet, hypothecate, or allow a presently effective and binding contract as of the Sublease Date, the creation and conveyance of any subleasehold estate or other interest in or third party to use the Premises or without the Property pursuant to this Sublease is expressly conditioned upon procuring the express written consent of Landlord which shall not be unreasonably withheld, conditioned or delayed. Except in connection with a Permitted Transfer, in the event Tenant desires to assign this Sublease in accordance Lease or any interest herein including, without limitation, a pledge, mortgage or other hypothecation, or sublet the Premises or any part thereof, Tenant shall deliver to Landlord (i) executed counterparts of any agreement and of all ancillary agreements with the terms proposed assignee/subtenant, (ii) current financial statements of the Master Lease transferee covering the preceding three years if available, (iii) the “Sublease Consent”) nature of the proposed transferee’s business to be carried on or before the 30th day after the Sublease Date, which Sublease Consent shall be in the form attached as Exhibit C Premises, (iv) a statement outlining all consideration to this Sublease or such other form as Sublandlord, Subtenantbe given on account of the Transfer, and the (v) a current financial statement of Tenant. Landlord may in their sole discretion approve. In case condition its approval of conflict between the express provisions of this Sublease any Transfer to a certification from both Tenant and the express provisions proposed transferee of the Sublease Consent, the latter shall control. 16.2 The requirement of all consideration to be paid to Tenant in connection with such Transfer. At Landlord’s execution and delivery of request, Tenant shall also provide additional information reasonably required by Landlord to determine whether it will consent to the Sublease Consent is referred to herein as the “Consent Condition.” Sublandlord and Subtenant shall cooperate with each other in attempting to satisfy the Consent Condition (without any obligation to agree to any change in the Sublease Consent from the form attached as Exhibit C to this Sublease)proposed assignment or sublease. However, Subtenant acknowledges that Landlord has the option to terminate the Master Lease in lieu of approving this Sublease, and neither Sublandlord nor Landlord shall have any liability a fifteen business (15) day period following receipt of all the foregoing within which to Subtenant if notify Tenant in writing that Landlord exercises such termination option. 16.3 If the Consent Condition is not satisfied within thirty (30) days after the Sublease Date, or if Landlord exercises its recapture rights under the Master Lease and terminates the Master Lease, this Sublease shall terminate upon the delivery of written notice by either Sublandlord or Subtenant to the other. If this Sublease is so terminatedelects to: (i) all consideration previously paid by Subtenant terminate this Lease in the event of an assignment only; (ii) permit Tenant to Sublandlord assign or sublet such space to the named assignee/subtenant on account the terms and conditions set forth in the notice; or (iii) refuse consent. If Landlord should fail to notify Tenant in writing of this Sublease such election within the 15-day period, Landlord shall be returned deemed to Subtenanthave elected option (ii) above. In the event Landlord elects option (i) above, this Lease shall expire with respect to such part of the Premises on the date upon which the proposed sublease was to commence, and from such date forward, Base Monthly Rent and Tenant’s Allocable Share of all other costs and charges shall be adjusted based upon the proportion that the rentable area of the Premises remaining bears to the total rentable area of the Premises. In the event Landlord elects option (ii) above, Landlord’s written consent to the proposed assignment or sublease shall not be unreasonably withheld, provided and upon the condition that; and (i) the proposed assignee or subtenant is engaged in a business that is limited to the use expressly permitted under this Lease; (ii) the parties thereupon proposed assignee or subtenant is a company with sufficient financial worth and management ability to undertake the financial obligation of this Lease and Landlord has been furnished with reasonable proof thereof; (iii) the proposed assignment or sublease is in form reasonably satisfactory to Landlord; (iv) Tenant reimburses Landlord on demand for any reasonable costs that may be incurred by Landlord in connection with said assignment or sublease, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant and legal costs incurred in connection with the granting of any requested consent; and (vi) Tenant shall not have advertised or publicized in any way the availability of the Premises without prior notice to Landlord. In the event all or any one of the foregoing conditions are not satisfied, Landlord shall be relieved of any further liability or obligation under this Subleaseconsidered to have acted reasonably if it withholds its consent.

Consent by Landlord. 16.1 Although IN the event Tenant desires to assign this Sublease is Lease or any interest therein including, without limitation, a presently effective and binding contract as of the Sublease Datepledge, the creation and conveyance of any subleasehold estate mortgage or other interest in hypothecation, or to sublet the Premises or the Property pursuant any part thereof except as set forth above with respect to this Sublease is expressly conditioned upon procuring the written consent of "Permitted Transferees", Tenant shall deliver to Landlord to this Sublease in accordance with the terms copies of the Master proposed agreement, the financial statements of the assignee or subtenant, and any additional information as reasonably required by Landlord. Landlord shall then have a period of Fourteen (14) days following receipt of such notice, documents and information within which to notify Tenant in writing that Landlord elects (a) to permit Tenant to assign or sublet such space to the name assignee/subtenant, or (b) to refuse consent, provided Landlord shall not unreasonably refuse such consent. If Landlord should fail to notify Tenant in writing of such election within said Fourteen (14) day period, Landlord shall be deemed to have elected to permit the assignment or sublease in question. No assignment or subletting by Tenant shall relieve Tenant or any guarantor of any obligations under this Lease or any guaranty. Landlord's consent to the proposed assignment or sublease shall not be unreasonably withheld or delayed, provided and upon condition that (a) the “Sublease Consent”proposed uses will not violate this Lease or any Laws; (b) on the proposed assignee or before subtenant has sufficient financial worth to undertake the 30th day after responsibility involved, and Landlord has been furnished with reasonable proof, thereof; and (c) the Sublease Date, which Sublease Consent proposed assignment or sublease shall be in a form reasonably satisfactory to Landlord. Whether or not Landlord grants its consent to the form attached as Exhibit C proposed sublease or assignment, Tenant agrees to this Sublease or such other form as Sublandlord, Subtenant, reimburse Landlord for all reasonable attorneys' fees and costs incurred by Landlord in connection with the Landlord may in their sole discretion approve. In case of conflict between the express provisions of this Sublease and the express provisions review of the Sublease Consentproposed sublease or assignment. Notwithstanding anything to the contrary the Tenant may , with prior written notice but without Landlord's prior written consent, sublet the latter shall control. 16.2 The requirement of Landlord’s execution and delivery premises or assign the Lease to any of the Sublease Consent is referred to herein as the “Consent Condition.” Sublandlord and Subtenant shall cooperate with following entities, each other in attempting to satisfy the Consent Condition (without any obligation to agree to any change in the Sublease Consent from the form attached as Exhibit C to this Sublease). However, Subtenant acknowledges that Landlord has the option to terminate the Master Lease in lieu of approving this Sublease, and neither Sublandlord nor Landlord shall have any liability to Subtenant if Landlord exercises such termination option. 16.3 If the Consent Condition is not satisfied within thirty (30) days after the Sublease Date, or if Landlord exercises its recapture rights under the Master Lease and terminates the Master Lease, this Sublease shall terminate upon the delivery of written notice by either Sublandlord or Subtenant to the other. If this Sublease is so terminateda "Permitted Transferee": (i) all consideration previously paid by Subtenant to Sublandlord on account of this Sublease shall be returned to Subtenanta subsidiary, affiliate, division or corporation which controls, is controlled by, or is under common control with Tenant; and (ii) a successor corporation related to Tenant by merger, consolidation or reorganization; (iii) a purchaser of substantially all of Tenant's assets, provided said entity agrees to accept the parties thereupon Lease in its then current condition. A sale of the Tenant's capital stock through any public exchange shall not be relieved deemed an assignment, subletting , or any other transfer of the premises. In the event of an assignment or sublet of a portion of the Premises of more than one floor to an unrelated entity that is not a Permitted Transferee, the Landlord shall have the option of terminating the Lease with respect to such space and entering into a direct Lease with such entity. Additionally, in the event of any further liability assignment or obligation under this Subleasesublet of at least an entire floor to an unrelated entity, the options shall not apply. Additionally, if such options have been exercised but the Tenant is not yet in the option period, the option period shall not be sublet or assigned unless to a Permitted Transferee.

Consent by Landlord. 16.1 Although Except as specifically provided in this Sublease is paragraph 21, Tenant may not assign, sublet, hypothecate, or allow a presently effective and binding contract as third party to use the Premises without the express written consent of Landlord, which consent shall not unreasonably be withheld. In the Sublease Dateevent Tenant desires to assign this Lease or any interest herein including, the creation and conveyance of any subleasehold estate without limitation, a pledge, mortgage or other interest in hypothecation, or to sublet the Premises or any part thereof, Tenant shall deliver to Landlord (i) executed counterparts of any agreement and of all ancillary agreements with the Property pursuant proposed assignee/subtenant, (ii) current financial statements of the transferee covering the preceding three years, (iii) the nature of the proposed transferee’s business to this Sublease is expressly conditioned upon procuring be carried on in the written consent Premises, (v) separate consideration for transfer of the leasehold interest, and (vi) a current financial statement of Tenant. Landlord may condition its approval of any Transfer to a certification from both Tenant and the proposed transferee of all consideration to be paid to Tenant in connection with such Transfer. At Landlord’s request, Tenant shall also provide additional information reasonably required by Landlord to this Sublease in accordance with determine whether it will consent to the terms of the Master Lease (the “Sublease Consent”) on proposed assignment or before the 30th day after the Sublease Date, which Sublease Consent shall be in the form attached as Exhibit C to this Sublease or such other form as Sublandlord, Subtenant, and the Landlord may in their sole discretion approvesublease. In case of conflict between the express provisions of this Sublease and the express provisions of the Sublease Consent, the latter shall control. 16.2 The requirement of Landlord’s execution and delivery of the Sublease Consent is referred to herein as the “Consent Condition.” Sublandlord and Subtenant shall cooperate with each other in attempting to satisfy the Consent Condition (without any obligation to agree to any change in the Sublease Consent from the form attached as Exhibit C to this Sublease). However, Subtenant acknowledges that Landlord has the option to terminate the Master Lease in lieu of approving this Sublease, and neither Sublandlord nor Landlord shall have any liability to Subtenant if Landlord exercises such termination option. 16.3 If the Consent Condition is not satisfied within a thirty (30) days after day period following receipt of all the Sublease Date, or if foregoing within which to notify Tenant in writing that Landlord exercises its recapture rights under the Master Lease and terminates the Master Lease, this Sublease shall terminate upon the delivery of written notice by either Sublandlord or Subtenant to the other. If this Sublease is so terminatedelects to: (i) all consideration previously paid by Subtenant permit Tenant to Sublandlord assign or sublet such space to the named assignee/subtenant on account the terms and conditions set forth in the notice, or refuse consent. If Landlord should fail to notify Tenant in writing of this Sublease such election within the 30-day period, Landlord shall be returned deemed to Subtenanthave elected option (iii) above. In the event Landlord elects option (i) above, this Lease shall expire with respect to such part of the Premises on the date upon which the proposed sublease was to commence, and from such date forward, Base Monthly Rent and Tenant’s Allocable Share of all other costs and charges shall be adjusted based upon the proportion that the rentable area of the Premises remaining bears to the total rentable area of the Premises. In the event Landlord elects option (ii) above, Landlord’s written consent to the proposed assignment or sublease shall not be unreasonably withheld, provided and upon the condition that: (i) the proposed assignee or subtenant is engaged in a business that is limited to the use expressly permitted under this Lease; and (ii) the parties thereupon proposed assignee or subtenant is a company with sufficient financial worth and management ability to undertake the financial obligation of this Lease and Landlord has been furnished with reasonable proof thereof; (iii) the proposed assignment or sublease is in form reasonably satisfactory to Landlord; (iv) the amount of the aggregate rent to be paid by the proposed subtenant shall be relieved the then current fair market value; (v) Tenant reimburses Landlord on demand for any costs that may be incurred by Landlord in connection with said assignment or sublease, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant and legal costs incurred in connection with the granting of any further liability requested consent; and (vi) Tenant shall not have advertised or obligation under this Subleasepublicized in any way the availability of the Premises without prior notice to Landlord. In the event all or any one of the foregoing conditions are not satisfied, Landlord shall be considered to have acted reasonably if it withholds its consent.

Consent by Landlord. 16.1 Although Except as specifically provided in this Sublease is Section 17.E, Tenant may not assign, sublet, hypothecate, or allow a presently effective and binding contract as of the Sublease Date, the creation and conveyance of any subleasehold estate or other interest in or third party to use the Premises or without the Property pursuant to this Sublease is expressly conditioned upon procuring the express written consent of Landlord which shall not be unreasonably withheld, conditioned or delayed. Except in connection with a Permitted Transfer, in the event Tenant desires to assign this Sublease in accordance Lease or any interest herein including, without limitation, a pledge, mortgage or other hypothecation, or sublet the Premises or any part thereof, Tenant shall deliver to Landlord (i) executed counterparts of any agreement and of all ancillary agreements with the terms proposed assignee/subtenant, (ii) current financial statements of the Master Lease transferee covering the preceding three years if available, (iii) the “Sublease Consent”) nature of the proposed transferee’s business to be carried on or before the 30th day after the Sublease Date, which Sublease Consent shall be in the form attached as Exhibit C Premises, (iv) a statement outlining all consideration to this Sublease or such other form as Sublandlord, Subtenantbe given on account of the Transfer, and the (v) a current financial statement of Tenant. Landlord may in their sole discretion approve. In case condition its approval of conflict between the express provisions of this Sublease any Transfer to a certification from both Tenant and the express provisions proposed transferee of the Sublease Consent, the latter shall control. 16.2 The requirement of all consideration to be paid to Tenant in connection with such Transfer. At Landlord’s execution and delivery of request, Tenant shall also provide additional information reasonably required by Landlord to determine whether it will consent to the Sublease Consent is referred to herein as the “Consent Condition.” Sublandlord and Subtenant shall cooperate with each other in attempting to satisfy the Consent Condition (without any obligation to agree to any change in the Sublease Consent from the form attached as Exhibit C to this Sublease)proposed assignment or sublease. However, Subtenant acknowledges that Landlord has the option to terminate the Master Lease in lieu of approving this Sublease, and neither Sublandlord nor Landlord shall have any liability a fifteen business (15) day period following receipt of all the foregoing within which to Subtenant if notify Tenant in writing that Landlord exercises such termination option. 16.3 If the Consent Condition is not satisfied within thirty (30) days after the Sublease Date, or if Landlord exercises its recapture rights under the Master Lease and terminates the Master Lease, this Sublease shall terminate upon the delivery of written notice by either Sublandlord or Subtenant to the other. If this Sublease is so terminatedelects to: (i) all consideration previously paid by Subtenant terminate this Lease in the event of an assignment only; (ii) permit Tenant to Sublandlord assign or sublet such space to the named assignee/subtenant on account the terms and conditions set forth in the notice; or (iii) refuse consent. If Landlord should fail to notify Tenant in writing of this Sublease such election within the 15-day period, Landlord shall be returned deemed to Subtenanthave elected option (ii) above. In the event Landlord elects option (i) above, this Lease shall expire with respect to such part of the Premises on the date upon which the proposed sublease was to commence, and from such date forward, Base Monthly Rent and Tenant’s Allocable Share of all other costs and charges shall be adjusted based upon the proportion that the rentable area of the Premises remaining bears to the total rentable area of the Premises. In the event Landlord elects option (ii) above, Landlord’s written consent to the proposed assignment or sublease shall not be unreasonably withheld, provided and upon the condition that: (i) the proposed assignee or subtenant is engaged in a business that is limited to the use expressly permitted under this Lease; and (ii) the parties thereupon proposed assignee or subtenant is a company with sufficient financial worth and management ability to undertake the financial obligation of this Lease and Landlord has been furnished with reasonable proof thereof; (iii) the proposed assignment or sublease is in form reasonably satisfactory to Landlord; (iv) Tenant reimburses Landlord on demand for any reasonable costs that may be incurred by Landlord in connection with said assignment or sublease, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant and legal costs incurred in connection with the granting of any requested consent; and (vi) Tenant shall not have advertised or publicized in any way the availability of the Premises without prior notice to Landlord. In the event all or any one of the foregoing conditions are not satisfied, Landlord shall be relieved of any further liability or obligation under this Subleaseconsidered to have acted reasonably if it withholds its consent.

Consent by Landlord. 16.1 Although In the event Tenant desires to assign this Sublease is Lease or any interest therein including, without limitation, a presently effective and binding contract as of the Sublease Datepledge, the creation and conveyance of any subleasehold estate mortgage or other interest in hypothecation, or to sublet the Premises or any part thereof, Tenant shall deliver to Landlord executed counterparts of any such agreement and of all ancillary agreements with the Property pursuant to this Sublease is expressly conditioned upon procuring the written consent of proposed assignee or subtenant, financial statements, and any additional information as reasonably required by Landlord to this Sublease in accordance with determine whether it will consent to the terms proposed assignment or sublease. The notice shall give the name and current address of the Master Lease (proposed assignee/ subtenant, proposed use of the “Sublease Consent”) on or before the 30th day after the Sublease DatePremises, which Sublease Consent rental rate and current financial statement; and upon request to Tenant, Landlord shall be in given additional information as reasonably required by Landlord to determine whether it will consent to the form attached as Exhibit C to this Sublease proposed assignment or such other form as Sublandlord, Subtenant, and the Landlord may in their sole discretion approvesublease. In case of conflict between the express provisions of this Sublease and the express provisions of the Sublease Consent, the latter shall control. 16.2 The requirement of Landlord’s execution and delivery of the Sublease Consent is referred to herein as the “Consent Condition.” Sublandlord and Subtenant shall cooperate with each other in attempting to satisfy the Consent Condition (without any obligation to agree to any change in the Sublease Consent from the form attached as Exhibit C to this Sublease). However, Subtenant acknowledges that Landlord has the option to terminate the Master Lease in lieu of approving this Sublease, and neither Sublandlord nor Landlord shall then have any liability to Subtenant if Landlord exercises such termination option. 16.3 If the Consent Condition is not satisfied within a period of thirty (30) days after following receipt of the Sublease Dateforegoing agreement, statements and additional information within which to notify Tenant in writing that Landlord elects (i) in the case of an assignment, to terminate this Lease as of the date so specified by Tenant in which event Tenant will be relieved of all further obligations hereunder as to such space, (ii) to permit Tenant to assign or sublet such space to the named assignee/subtenant on the terms and conditions set forth in the notice, or if (iii) to refuse consent. If Landlord should fail to notify Tenant in writing of such election within said thirty (30) day period, Landlord shall be deemed to have elected option (ii) above. If Landlord exercises its recapture rights under option to terminate this Lease in the Master event Tenant desires to assign, then this Lease shall end and terminates the Master Leaseexpire, this Sublease shall terminate upon the delivery of written notice by either Sublandlord or Subtenant with respect to the otherPremises, on the date upon which the proposed assignment was to commence. If this Sublease is so terminatedLandlord's consent (which must be in writing) to the proposed assignment or sublease shall not be unreasonably withheld, provided and upon condition that: (i) all consideration previously paid by Subtenant the proposed assignee or subtenant is engaged in a business that is limited to Sublandlord on account of the use expressly permitted under this Sublease shall be returned to Subtenant; and Lease: (ii) the parties thereupon proposed assignee is a company with sufficient financial worth and management ability to undertake the financial obligation of this Lease, and Landlord has been furnished with reasonable proof thereof; (iii) the proposed assignment or sublease shall be relieved in form reasonably satisfactory to Landlord, (iv) Tenant shall reimburse Landlord on demand for any costs that may be incurred by Landlord in connection with said assignment or sublease, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant and legal costs incurred in connection with the granting of any further liability requested consent; and (v) Tenant shall not have advertised or obligation under this Subleasepublicized in any way the availability of the Premises without prior notice to, and the approval by Landlord. In the event all or any one of the foregoing conditions are not satisfied, Landlord may, in its sole discretion, withhold its consent to the proposed assignment or sublease. Notwithstanding the foregoing, Landlord's consent shall not be required for any proposed sublease or assignment to a parent, subsidiary, or other affiliate of the Tenant or to any entity into which Tenant merges or which acquires all or substantially all of the assets of Tenant ("Affiliate").

Consent by Landlord. 16.1 Although Except as specifically provided in this Sublease is Section 17, Tenant may not assign, sublet, hypothecate, or allow a presently effective and binding contract as third party to use the Premises without the express written consent of Landlord, which consent shall not be unreasonably withheld or delayed. In the Sublease Date, the creation and conveyance of event Tenant desires to assign this Lease or any subleasehold estate interest herein or other interest in or to sublet the Premises or any part thereof, Tenant shall deliver to Landlord (i) executed counterparts of any agreement and of all ancillary agreements with the Property pursuant proposed assignee/subtenant, (ii) current financial statements of the transferee covering the preceding three years, (iii) the nature of the proposed transferee's business to this Sublease is expressly conditioned upon procuring be carried on in the written consent Premises, (iv) a statement outlining all consideration to be given on account of the Transfer, and (v) a current financial statement of Tenant. Landlord may condition its approval of any Transfer on receipt of a certification from both Tenant and the proposed transferee of all consideration to be paid to Tenant in connection with such Transfer. At Landlord's request, Tenant shall also provide additional information reasonably required by Landlord to this Sublease in accordance with determine whether it will consent to the terms of the Master Lease (the “Sublease Consent”) on proposed assignment or before the 30th day after the Sublease Date, which Sublease Consent shall be in the form attached as Exhibit C to this Sublease or such other form as Sublandlord, Subtenant, and the Landlord may in their sole discretion approvesublease. In case of conflict between the express provisions of this Sublease and the express provisions of the Sublease Consent, the latter shall control. 16.2 The requirement of Landlord’s execution and delivery of the Sublease Consent is referred to herein as the “Consent Condition.” Sublandlord and Subtenant shall cooperate with each other in attempting to satisfy the Consent Condition (without any obligation to agree to any change in the Sublease Consent from the form attached as Exhibit C to this Sublease). However, Subtenant acknowledges that Landlord has the option to terminate the Master Lease in lieu of approving this Sublease, and neither Sublandlord nor Landlord shall have any liability a eight (8) business-day period following receipt of all the foregoing within which to Subtenant if notify Tenant in writing that Landlord exercises such termination option. 16.3 If the Consent Condition is not satisfied within thirty (30) days after the Sublease Date, or if Landlord exercises its recapture rights under the Master Lease and terminates the Master Lease, this Sublease shall terminate upon the delivery of written notice by either Sublandlord or Subtenant to the other. If this Sublease is so terminatedelects to: (i) terminate this Lease in the event the proposed sublease or assignment is for substantially all consideration previously paid of space in the Premises (provided, however, that Landlord shall not have the right to terminate on any sublease or assignment expiring, including any options in favor of sublessee/assignee, more than three (3) years prior to the Lease Expiration Date, including any options under this Lease which have been exercised by Subtenant to Sublandlord on account of this Sublease shall be returned to SubtenantTenant); and (ii) permit Tenant to assign or sublet such space to the parties thereupon shall be relieved of any further liability or obligation under this Sublease.named assignee/subtenant on the terms and conditions set forth in the notice; or

Consent by Landlord. 16.1 Although In the event Tenant desires to assign this Sublease is Lease or any interest therein including, without limitation, a presently effective and binding contract as of the Sublease Datepledge, the creation and conveyance of any subleasehold estate mortgage or other interest in hypothecation, or to sublet the Premises or any part thereof, Tenant shall deliver to Landlord executed counterparts of any such agreement and of all ancillary agreements with the Property pursuant to this Sublease is expressly conditioned upon procuring the written consent of proposed assignee or subtenant, such assignee or subtenant’s most recent financial statements, and any additional information as reasonably required by Landlord to this Sublease in accordance with determine whether it will consent to the terms proposed assignment or sublease. The notice shall give the name and current address of the Master Lease (proposed assignee/ subtenant, proposed use of the “Sublease Consent”) on or before the 30th day after the Sublease DatePremises, which Sublease Consent rental rate and current financial statement, and upon request to Tenant, Landlord shall be in given additional information as reasonably required by Landlord to determine whether it will consent to the form attached as Exhibit C to this Sublease proposed assignment or such other form as Sublandlord, Subtenant, and the sublease. Landlord may in their sole discretion approve. In case shall then have a period of conflict between the express provisions of this Sublease and the express provisions ten (10) days following receipt of the Sublease Consentforegoing agreement, the latter shall control. 16.2 The requirement of Landlord’s execution statements and delivery of the Sublease Consent is referred additional information within which to herein as the “Consent Condition.” Sublandlord and Subtenant shall cooperate with each other notify Tenant in attempting to satisfy the Consent Condition (without any obligation to agree to any change in the Sublease Consent from the form attached as Exhibit C to this Sublease). However, Subtenant acknowledges writing that Landlord has the option to terminate the Master Lease in lieu of approving this Sublease, and neither Sublandlord nor Landlord shall have any liability to Subtenant if Landlord exercises such termination option. 16.3 If the Consent Condition is not satisfied within thirty (30) days after the Sublease Date, or if Landlord exercises its recapture rights under the Master Lease and terminates the Master Lease, this Sublease shall terminate upon the delivery of written notice by either Sublandlord or Subtenant to the other. If this Sublease is so terminated: elects (i) all consideration previously paid by Subtenant to Sublandlord permit Tenant to assign or sublet such space to the named assignee/subtenant on account of this Sublease shall be returned to Subtenant; the terms and conditions set forth in the notice, or (ii) the parties thereupon to refuse consent, which consent shall not be unreasonably withheld or delayed. If Landlord should fail to notify Tenant in writing of such election within said ten (10) day period, Landlord shall be relieved deemed to have elected option (i) above. Landlord’s consent (which must be in writing and in form reasonably satisfactory to Landlord) to the proposed assignment or sublease shall not be unreasonably withheld or delayed. Tenant shall not advertise or publicize the availability of any further liability or obligation under this Subleasethe Premises without prior notice to Landlord.

Consent by Landlord. 16.1 Although Except as specifically provided in Section 18.E below, Tenant may not voluntarily, involuntarily or by operation of law, assign, sell or otherwise transfer all or any part of Tenant’s interest in this Sublease is a presently effective and binding contract as Lease or in the Premises, cause or permit any part of the Sublease DatePremises to be sublet, the creation and conveyance of occupied or used by anyone other than Tenant, or permit any subleasehold estate or other person to succeed to any interest in this Lease or to the Premises or (all of the Property pursuant to this Sublease is expressly conditioned upon procuring foregoing being a “Transfer”) without the express written consent of Landlord not to this Sublease in accordance be unreasonably withheld, conditioned or delayed. In the event Tenant desires to effectuate a Transfer, Tenant shall deliver to Landlord (i) executed counterparts of any agreement and of all ancillary agreements with the terms proposed transferee, (ii) current financial statements of the Master Lease transferee covering the preceding three (3) years (if available), (iii) the “Sublease Consent”) nature of the proposed transferee’s business to be carried on or before the 30th day after the Sublease Date, which Sublease Consent shall be in the form attached as Exhibit C Premises, (iv) a statement outlining all consideration to this Sublease or such other form as Sublandlord, Subtenantbe given on account of the Transfer, and the (v) a current financial statement of Tenant, unless Tenant is publicly traded. Landlord may in their sole discretion approve. In case condition its approval of conflict between the express provisions any Transfer on receipt of this Sublease a certification from both Tenant and the express provisions proposed transferee of the Sublease Consent, the latter shall control. 16.2 The requirement of all consideration to be paid to Tenant in connection with such Transfer. At Landlord’s execution and delivery of request, Tenant shall also provide additional information reasonably required by Landlord to determine whether it will consent to the Sublease Consent is referred to herein as the “Consent Condition.” Sublandlord and Subtenant shall cooperate with each other in attempting to satisfy the Consent Condition (without any obligation to agree to any change in the Sublease Consent from the form attached as Exhibit C to this Sublease)proposed Transfer. However, Subtenant acknowledges that Landlord has the option to terminate the Master Lease in lieu of approving this Sublease, and neither Sublandlord nor Landlord shall have any liability a fifteen (15) day period following receipt of all the foregoing within which to Subtenant if notify Tenant in writing that Landlord exercises such termination option. 16.3 If the Consent Condition is not satisfied within thirty (30) days after the Sublease Date, or if Landlord exercises its recapture rights under the Master Lease and terminates the Master Lease, this Sublease shall terminate upon the delivery of written notice by either Sublandlord or Subtenant to the other. If this Sublease is so terminatedelects to: (i) all consideration previously paid by Subtenant terminate this Lease as to Sublandlord the portion of the Premises proposed to be transferred (but only in connection with an assignment or a sublease of more than fifty percent (50%) of the Premises for more than fifty percent (50%) of the then remaining Lease Term); (ii) permit Tenant to Transfer such space to the named transferee on account the terms and conditions set forth in the notice; or (iii) reasonably refuse consent. If Landlord should fail to notify Tenant in writing of such election within the 15-day period, Tenant shall again notify Landlord in writing and shall give Landlord an additional five (5) business days to respond. If Landlord fails to notify Tenant in writing of such election within this Sublease second 5 business-day period, then Landlord shall be returned deemed to Subtenanthave elected option (ii) above. In the event Landlord elects option (i) above, this Lease shall expire with respect to such part of the Premises on the date upon which the proposed Transfer was to commence, and from such date forward, Base Monthly Rent shall be adjusted based on the proportion that the rentable area of the Premises remaining bears to the total rentable area of the Premises before exercise of Landlord’s election to terminate, and Tenant’s Allocable Share of all other costs and charges shall be adjusted in accordance with Section 9.E based upon the remaining rentable area of the Premises and Landlord shall be responsible for any work required to separately demise the Premises. In the event Landlord does not elect option (i) above, Landlord’s consent to the proposed Transfer shall not be unreasonably withheld, provided and upon the condition that: (i) the proposed transferee is engaged in a business that is limited to the uses expressly permitted under this Lease; and (ii) the parties thereupon proposed transferee is a company with sufficient financial worth and management ability to undertake the financial obligation of this Lease in the event of an assignment, or under the sublease with respect to a sublease transaction and Landlord has been furnished with reasonable proof thereof; (iii) the proposed transfer agreement, if it is a sublease, conforms to the requirements of Section 18.I below or if it is an assignment, is in a form reasonably satisfactory to Landlord; (iv) the proposed Transfer will not result in there being greater than two (2) subtenants or other occupants (not including employees) within the Premises at any time during the Lease Term; (v) Tenant reimburses Landlord on demand for all costs that may be incurred by Landlord in connection with said Transfer, including the costs of making investigations as to the acceptability of the proposed transferee and legal costs incurred in connection with the granting or denial of any requested consent (not to exceed $3,500.00 per occurrence); and (vi) Tenant shall not have advertised or publicized in any way the availability of the Premises without prior notice to Landlord. Without otherwise limiting the criteria upon which Landlord may withhold its consent, Landlord shall be relieved deemed reasonable in withholding its consent if it does so for any of the following reasons: (i) the proposed subtenant or assignee, or any person or entity which directly or indirectly, controls, is controlled by, or is under common control with, the proposed subtenant or assignee, either (1) occupies space in the Project at the time of the request for consent, or (2) is negotiating with Landlord or has negotiated with Landlord during the six (6) month period immediately preceding the date Landlord receives Tenant's request for consent, to lease space in the Project; or (ii) Tenant publicly advertises the offering space for sublease at a starting Base Monthly Rent rate that is lower than Landlord's then current highest asking Base Monthly Rent rate for other space in the Project which is then on the market for direct lease or if no space is available in the Project, then not less than the fair market rent for such space; provided that, Tenant shall be allowed to sublease at a lower rate if not advertised publicly; or (iii) any one or more of the requirements described in (i) through (vi) of the prior sentence has not been met. In the event all or any one of the foregoing conditions are not satisfied (without limiting other factors that may be considered or conditions that may be imposed by Landlord in connection with a requested Transfer), Landlord shall be considered to have acted reasonably if it withholds its consent. Tenant shall not hypothecate, mortgage, pledge or otherwise encumber Tenant’s interest in this Lease or the Premises or otherwise use the Lease as a security device in any manner without the consent of Landlord, (all of the foregoing being an “Hypothecation”) which consent Landlord may withhold in its sole and absolute discretion; provided, however, Landlord hereby acknowledges and agrees that, so long as Tenant is not in default hereunder, Tenant shall be permitted, with Landlord's reasonable consent, to pledge its interest in any personal property or trade fixtures located in the Premises in connection with the pledge of all or substantially all of its assets as part of any further master credit facility. Tenant shall reimburse Landlord on demand for all reasonable costs that may be incurred by Landlord in connection with a Hypothecation, including legal costs incurred in connection with the granting or denial of any requested consent, not to exceed $3,500.00. Landlord’s consent to one or more Transfers or Hypothecations shall not operate to waive Tenant’s obligation to obtain Landlord’s consent to other Transfers or Hypothecations nor constitute consent to an assignment or other Transfer following foreclosure of any permitted lien, mortgage or other encumbrance. If Tenant is a corporation, limited liability company, unincorporated association, partnership or obligation under other legal entity, the sale, assignment, cancellation, surrender, exchange, conversion or any other transfer or hypothecation of any stock, membership or other ownership interest in such entity (whether occurring at one time or over a period of time) in the aggregate of more than fifty percent (50%) (determined cumulatively) shall be deemed an assignment of this SubleaseLease; in the case of a partnership, any withdrawal or substitution (whether occurring at one time or over a period of time) of any partners owning fifty percent (50%) or more (cumulatively) of the partnership, or the dissolution of the partnership shall be deemed an assignment of this Lease; provided that, subject to Section 18.D below the foregoing provisions of this sentence shall not apply to (i) a transfer set forth in Section 18.E below, or (ii) a transfer of stock in a corporation whose stock is publicly traded on a public stock exchange. If Tenant is an entity, any sale of all or substantially all of its assets shall be deemed an assignment of this Lease, except pursuant to Section 18.

Consent by Landlord. 16.1 Although this Sublease is a presently effective Landlord shall not unreasonably withhold or ------------------- condition its consent to any Transfer proposed by Tenant. Landlord and binding contract as Tenant agree that the withholding or conditioning of Landlord's consent shall be deemed reasonable if one or more of the Sublease Datefollowing conditions are applicable: (a) The primary use of the Premises by the proposed Transferee is not a Permitted Use, or would otherwise reasonably offend the majority of landlords of First Class Buildings. (b) In the case of an assignment of the entire Lease or a sublease of all or substantially all of the Premises for the remainder of the Lease Term, the creation and conveyance proposed Transferee does not have sufficient financial capabilities to perform all of its obligations as such obligations become due. (c) The proposed Transferee is an occupant of any subleasehold estate part of the Project or has negotiated with Landlord within the preceding one hundred fifty (150) days for space in the Project (as evidenced by the exchange of written proposals for a proposed transaction to lease space in the Project), and Landlord has --- direct space in the Project available for Lease substantially consistent with the requirements of the Transferee with respect to Premises size, floor height, location and delivery condition (such as shell vs. improved space condition). (d) The proposed Transferee is (i) an instrumentality which is that of a foreign country, (ii) which is of a character or reputation, is engaged in a business, or is of, or is associated with, a political orientation or faction, which would reasonably offend most landlords of the First Class Buildings, (iii) a governmental entity or other interest entity which is capable of exercising the power of eminent domain or condemnation, or (iv) which would significantly increase the human traffic in or to the Premises or the Property pursuant to this Sublease is expressly conditioned upon procuring the written consent Building above that of Landlord to this Sublease in accordance with the terms comparable tenants of the Master Lease Building (or Tenant's human traffic, whichever is greater). Notwithstanding the “Sublease Consent”) on or before the 30th day after the Sublease Dateforegoing, which Sublease Consent shall be if Landlord leases space in the form attached as Exhibit C Building to this Sublease or such other form as Sublandlord, Subtenant, and the Landlord may in their sole discretion approve. In case of conflict between the express provisions of this Sublease and the express provisions a tenant (an "Accepted Tenant") that has one of the Sublease Consentattributes described in (i) through (iv), above, then so long as such Accepted Tenant leases space in the latter shall control. 16.2 The requirement of Landlord’s execution and delivery of Building, Tenant may sublease space to a party that has the Sublease Consent is referred to herein same attributes as the “Consent Condition.” Sublandlord and Subtenant shall cooperate with each other in attempting to satisfy the Consent Condition (without any obligation to agree to any change in the Sublease Consent from the form attached as Exhibit C to this Sublease). However, Subtenant acknowledges Accepted Tenant that Landlord has leased to the option to terminate the Master Lease in lieu of approving this Sublease, Accepted Tenant (and neither Sublandlord nor Landlord shall have any liability to Subtenant if Landlord exercises provided that such termination optionproposed subtenant is otherwise qualified hereunder). 16.3 If (e) All of the Consent Condition is not satisfied within thirty (30) days after the Sublease Date, or if Landlord exercises its recapture rights under the Master Lease and terminates the Master Lease, this Sublease shall terminate upon the delivery of written notice by either Sublandlord or Subtenant to the other. If this Sublease is so terminated: (i) all consideration previously paid by Subtenant to Sublandlord on account other terms of this Sublease Section 15.3 are complied with. ------------ The conditions described above are not exclusive and shall be returned to Subtenant; and (ii) the parties thereupon shall be relieved of any further liability not limit or obligation under this Subleaseprevent Landlord from considering additional factors in determining if it should reasonably withhold its consent.

Consent by Landlord. 16.1 Although Except as specifically provided in this Sublease is Section 17 and except with respect to a presently effective and binding contract as permitted transfer pursuant to Section 17.E below, Tenant may not assign, sublet, hypothecate, or allow a third party to use the Premises without the express written consent of Landlord. In the Sublease Dateevent Tenant desires to assign this Lease or any interest herein including, the creation and conveyance of any subleasehold estate without limitation, a pledge, mortgage or other interest in hypothecation, or to sublet the Premises or any part thereof, Tenant shall deliver to Landlord (i) executed counterparts of any agreement and of all ancillary agreements with the Property pursuant proposed assignee/subtenant, (ii) current financial statements of the transferee covering the preceding three years (or such shorter period, if three years are not available), (iii) the nature of the proposed transferee's business to this Sublease is expressly conditioned upon procuring be carried on in the written consent Premises, (v) all consideration to be given on account of the Transfer, and (vi) a current financial statement of Tenant. Landlord may condition its approval of any Transfer to a certification from both Tenant and the proposed transferee of all consideration to be paid to Tenant in connection with such Transfer. At Landlord's request, Tenant shall also provide additional information reasonably required by Landlord to this Sublease in accordance with determine whether it will consent to the terms of the Master Lease (the “Sublease Consent”) on proposed assignment or before the 30th day after the Sublease Date, which Sublease Consent shall be in the form attached as Exhibit C to this Sublease or such other form as Sublandlord, Subtenant, and the Landlord may in their sole discretion approvesublease. In case of conflict between the express provisions of this Sublease and the express provisions of the Sublease Consent, the latter shall control. 16.2 The requirement of Landlord’s execution and delivery of the Sublease Consent is referred to herein as the “Consent Condition.” Sublandlord and Subtenant shall cooperate with each other in attempting to satisfy the Consent Condition (without any obligation to agree to any change in the Sublease Consent from the form attached as Exhibit C to this Sublease). However, Subtenant acknowledges that Landlord has the option to terminate the Master Lease in lieu of approving this Sublease, and neither Sublandlord nor Landlord shall have any liability a ten (10) day period following receipt of all the foregoing within which to Subtenant if notify Tenant in writing that Landlord exercises such termination option. 16.3 If the Consent Condition is not satisfied within thirty (30) days after the Sublease Date, or if Landlord exercises its recapture rights under the Master Lease and terminates the Master Lease, this Sublease shall terminate upon the delivery of written notice by either Sublandlord or Subtenant to the other. If this Sublease is so terminatedelects to: (i) terminate this Lease as to the space so affected as of the date so specified by Tenant, in which case Tenant will be relieved of all consideration previously paid by Subtenant further obligations as to Sublandlord such space; (ii) permit Tenant to assign or sublet such space to the named assignee/subtenant on account the terms and conditions set forth in the notice; or (iii) refuse consent. If Landlord should fail to notify Tenant in writing of this Sublease such election within the 10-day period, Landlord shall be returned deemed to Subtenanthave elected option (iii) above. In the event Landlord elects option (i) above, this Lease shall expire with respect to such part of the Premises on the date upon which the proposed sublease was to commence, and from such date forward, Base Monthly Rent and Tenant's Allocable Share of all other costs and charges shall be adjusted based upon the proportion that the rentable area of the Premises remaining bears to the total rentable area of the Premises. In the event Landlord elects option (ii) above, Landlord's written consent to the proposed assignment or sublease shall not be unreasonably withheld, provided and upon the condition that: (i) the proposed assignee or subtenant is engaged in a business that is limited to the use expressly permitted under this Lease; and (ii) the parties thereupon proposed assignee or subtenant is a company with sufficient financial worth and management ability to undertake the financial obligation of this Lease and Landlord has been furnished with reasonable proof thereof; (iii) the proposed assignment or sublease is in form reasonably satisfactory to Landlord; and (iv) Tenant reimburses Landlord on demand for any reasonable costs that may be incurred by Landlord in connection with said assignment or sublease, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant and legal costs incurred in connection with the granting of any requested consent. In the event all or any one of the foregoing conditions are not satisfied, Landlord shall be relieved of any further liability or obligation under this Subleaseconsidered to have acted reasonably if it withholds its consent.

Consent by Landlord. 16.1 Although this Sublease (a) Landlord shall not be required to consider a request for consent to any assignment or sublease with a party which is a presently effective and binding contract as not one of the Sublease Date, Prudential Entities (a "PROPOSED TRANSFER") unless and until Landlord shall have received from Tenant a written request for Landlord's consent to such Proposed Transfer (a "CONSENT REQUEST"). Each Consent Request shall include (x) a statement setting forth in reasonable detail the creation identity of the proposed assignee or subtenant and conveyance the nature of any subleasehold estate or other interest in or its business and (y) current financial information with respect to the Premises proposed assignee or subtenant, including, without limitation, its most recent financial report. Provided that all of the Property pursuant foregoing conditions are satisfied and Tenant is not then in Default hereunder beyond any applicable notice and cure period, Landlord agrees to this Sublease act reasonably (subject to the terms of SECTION 19.4(b)) in considering any such Consent Request and shall have twenty (20) calendar days to provide its approval or disapproval, with any disapproval being in writing and setting forth the reasons for such disapproval. If Landlord fails to respond within such 20 calendar day period, then the Proposed Transfer shall be deemed approved. Tenant may resubmit a request for a Proposed Transfer, correcting its submission to comply with the terms hereof. Xxxxxx further agrees to deliver a term sheet or outline of terms for the prospective transaction when it becomes reasonably available after the proposed transferee is expressly conditioned upon procuring legally bound to Tenant to proceed with the written consent proposed transaction. Xxxxxx further agrees to deliver a form of Landlord to this Sublease in accordance sublease or assignment which Xxxxxx has entered into promptly after the form is fully executed by all parties. Such forms of sublease or assignment shall comply with the terms of this Lease. As long as Tenant has complied with the Master terms of this SECTION 19.4(a), Landlord shall promptly after receipt of such sublease or assignment execute a document evidencing Xxxxxxxx's consent to such sublease or assignment. (b) Xxxxxx acknowledges and agrees that a decision by Xxxxxxxx to disapprove a Proposed Transfer shall be deemed to have been made in a reasonable manner if any of the following conditions is not satisfied (which conditions, however, shall not be construed as the sole grounds on which Landlord may withhold its consent to a Proposed Transfer): (i) The business of the proposed assignee or Tenant and its use of the Premises shall be consistent with the Permitted Use and SECTION 6.2; and (ii) The proposed assignee or Tenant shall have sufficient assets and income, in Landlord's reasonable judgment, to bear the financial responsibilities in respect of its Lease (the “Sublease Consent”) on or before the 30th day after the Sublease Date, which Sublease Consent shall be in the form attached as Exhibit C to this Sublease or such other form as Sublandlordcase of an assignment, Subtenantthe Lease), and the Landlord may in their sole discretion approve. In case of conflict between the express provisions of this Sublease and the express provisions of the Sublease Consent, the latter shall control. 16.2 The requirement of Landlord’s execution and delivery of the Sublease Consent is referred to herein as the “Consent Condition.” Sublandlord and Subtenant shall cooperate with each other in attempting to satisfy the Consent Condition (without any obligation to agree to any change in the Sublease Consent from the form attached as Exhibit C to this Sublease). However, Subtenant acknowledges that Landlord has the option to terminate the Master Lease in lieu of approving this Sublease, and neither Sublandlord nor Landlord shall have any liability to Subtenant if Landlord exercises such termination optionbeen furnished with reasonable proof thereof. 16.3 If the Consent Condition is not satisfied within thirty (30) days after the Sublease Date, or if Landlord exercises its recapture rights under the Master Lease and terminates the Master Lease, this Sublease shall terminate upon the delivery of written notice by either Sublandlord or Subtenant to the other. If this Sublease is so terminated: (i) all consideration previously paid by Subtenant to Sublandlord on account of this Sublease shall be returned to Subtenant; and (ii) the parties thereupon shall be relieved of any further liability or obligation under this Sublease.

Consent by Landlord. 16.1 Although Except as specifically provided in this Sublease is Section 17, Tenant may not assign, sublet, hypothecate, or allow a presently effective and binding contract third party to use the Premises without the express written consent of Landlord, which consent shall not be unreasonably withheld as of defined below. In the Sublease Dateevent Tenant desires to assign this Lease or any interest herein including, the creation and conveyance of any subleasehold estate without limitation, a pledge, mortgage or other interest in hypothecation, or to sublet the Premises or any part thereof, Tenant shall deliver to Landlord (i) executed counterparts of any agreement and of all ancillary agreements with the Property pursuant proposed assignee/subtenant, (ii) current financial statements of the transferee covering the preceding three years, (iii) the nature of the proposed transferee's business to this Sublease is expressly conditioned upon procuring be carried on in the written consent Premises, (v) all consideration to be given on account of the Transfer, and (vi) a current financial statement of Tenant. Landlord may condition its approval of any Transfer to a certification from both Tenant and the proposed transferee of all consideration to be paid to Tenant in connection with such Transfer. At Landlord's request, Tenant shall also provide additional information reasonably required by Landlord to this Sublease in accordance with determine whether it will consent to the terms of the Master Lease (the “Sublease Consent”) on proposed assignment or before the 30th day after the Sublease Date, which Sublease Consent shall be in the form attached as Exhibit C to this Sublease or such other form as Sublandlord, Subtenant, and the Landlord may in their sole discretion approvesublease. In case of conflict between the express provisions of this Sublease and the express provisions of the Sublease Consent, the latter shall control. 16.2 The requirement of Landlord’s execution and delivery of the Sublease Consent is referred to herein as the “Consent Condition.” Sublandlord and Subtenant shall cooperate with each other in attempting to satisfy the Consent Condition (without any obligation to agree to any change in the Sublease Consent from the form attached as Exhibit C to this Sublease). However, Subtenant acknowledges that Landlord has the option to terminate the Master Lease in lieu of approving this Sublease, and neither Sublandlord nor Landlord shall have any liability a ten (10) day period following receipt of all the foregoing within which to Subtenant if notify Tenant in writing that Landlord exercises such termination option. 16.3 If the Consent Condition is not satisfied within thirty (30) days after the Sublease Date, or if Landlord exercises its recapture rights under the Master Lease and terminates the Master Lease, this Sublease shall terminate upon the delivery of written notice by either Sublandlord or Subtenant to the other. If this Sublease is so terminatedelects to: (i) all consideration previously paid by Subtenant permit Tenant to Sublandlord assign or sublet such space to the named assignee/subtenant on account the terms and conditions set forth in the notice; or (ii) refuse consent. If Landlord should fail to notify Tenant in writing of this Sublease such election within the 10-day period, Landlord shall be returned deemed to Subtenanthave elected option (ii) above. Landlord's written consent to the proposed assignment or sublease shall not be unreasonably withheld, provided and upon the condition that: (i) the proposed assignee or subtenant is engaged in a business that is limited to the use expressly permitted under this Lease; and (ii) the parties thereupon proposed assignee is a company with sufficient financial worth and management ability to undertake the financial obligation of this Lease and Landlord has been furnished with reasonable proof thereof; (iii) the proposed assignment or sublease is in form reasonably satisfactory to Landlord; and (iv) Tenant reimburses Landlord on demand for any costs that may be incurred by Landlord in connection with said assignment or sublease, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant and legal costs incurred in connection with the granting of any requested consent, not to exceed $2,500.00; and (vi) Tenant shall not have advertised or publicized the availability of the Premises without prior notice to Landlord. In the event all or any one of the foregoing conditions are not satisfied, Landlord shall be relieved of any further liability or obligation under this Subleaseconsidered to have acted reasonably if it withholds its consent.

Consent by Landlord. 16.1 Although In the event Tenant desires to assign this Sublease is Lease or any interest therein including, without limitation, a presently effective and binding contract as of the Sublease Datepledge, the creation and conveyance of any subleasehold estate mortgage or other interest in hypothecation, or to sublet the Premises or the Property pursuant any part thereof, Tenant shall deliver to this Sublease is expressly conditioned upon procuring the written consent Landlord executed counterparts of Landlord to this Sublease in accordance any such agreement and of all ancillary agreements with the terms proposed assignee or subtenant, financial statements, and any additional information as reasonably required to determine whether it will consent to the proposed assignment or sublease. The notice shall give the name and current address of the Master Lease (proposed assignee/subtenant, proposed use of the “Sublease Consent”) on or before the 30th day after the Sublease DatePremises, which Sublease Consent rental rate and current financial statement; and upon request to Tenant, Landlord shall be in given additional information as reasonably required to determine whether it will consent to the form attached as Exhibit C to this Sublease proposed assignment or such other form as Sublandlord, Subtenant, and the Landlord may in their sole discretion approvesublease. In case of conflict between the express provisions of this Sublease and the express provisions of the Sublease Consent, the latter shall control. 16.2 The requirement of Landlord’s execution and delivery of the Sublease Consent is referred to herein as the “Consent Condition.” Sublandlord and Subtenant shall cooperate with each other in attempting to satisfy the Consent Condition (without any obligation to agree to any change in the Sublease Consent from the form attached as Exhibit C to this Sublease). However, Subtenant acknowledges that Landlord has the option to terminate the Master Lease in lieu of approving this Sublease, and neither Sublandlord nor Landlord shall then have any liability to Subtenant if Landlord exercises such termination option. 16.3 If the Consent Condition is not satisfied within a period of thirty (30) days after following receipt of such notice within which to notify Tenant in writing that Landlord elects (i) to terminate this Lease as to the Sublease Datespace so affected as of the date so specified by Tenant in which event Tenant will be relieved of all further obligations hereunder as to such space, (ii) to permit Tenant to assign or sublet such space to the named assignee/subtenant on the terms and conditions set forth in the notice, or if (iii) to refuse consent. If Landlord should fail to notify Tenant in writing of such election within said thirty (30) day period, Landlord shall be deemed to have elected option (ii) above. If Landlord exercises its recapture rights under option to terminate this Lease in part in the Master event Tenant desires to sublet or assign part of the Premises, then (i) this Lease shall end and terminates expire, with respect to such part of the Master Premises, on the date upon which the proposed sublease was to commence, and (ii) from and after such date, the Base Monthly Rent and Tenant's allocable share of all other costs and charges shall be adjusted, based upon the proportion that the rentable area of the Premises remaining bears to the total rentable area of the Premises. If Landlord does not exercise its option to terminate this Lease, this Sublease shall terminate upon the delivery of written notice by either Sublandlord or Subtenant Landlord's consent (which must be in writing and in form reasonably satisfactory to Landlord) to the other. If this Sublease is so terminatedproposed assignment or sublease shall not be unreasonably withheld or delayed, provided and upon condition that: (i) all consideration previously paid by Subtenant The proposed assignee or subtenant is engaged in a business that is limited to Sublandlord on account of the use expressly permitted under this Sublease Lease; (ii) The proposed sublease shall be returned in form reasonably satisfactory to SubtenantLandlord; (iii) Tenant shall reimburse Landlord on demand for any costs that may be incurred by Landlord in connection with said assignment or sublease, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant and legal costs incurred in connection with the granting of any requested consent; and (iiiv) Tenant shall not have advertised or publicized in any way the parties thereupon shall be relieved availability of any further liability or obligation under this Subleasethe Premises without prior notice to Landlord.

Consent by Landlord. 16.1 Although Except as specifically provided in Section 17.E, Tenant may not voluntarily, involuntarily or by operation of law, assign, sell or otherwise transfer all or any part of Tenant’s interest in this Sublease is a presently effective and binding contract as Lease or in the Premises, cause or permit any part of the Sublease DatePremises to be sublet, the creation and conveyance of occupied or used by anyone other than Tenant, or permit any subleasehold estate or other person to succeed to any interest in this Lease or to the Premises or (all of the Property pursuant to this Sublease is expressly conditioned upon procuring foregoing being a “Transfer”) without the express written consent of Landlord. In the event Tenant desires to effectuate a Transfer, Tenant shall deliver to Landlord (i) executed counterparts of any agreement and of all ancillary agreements with the proposed transferee, (ii) current financial statements of the transferee covering the preceding three years, (iii) the nature of the proposed transferee’s business to be carried on in the Premises, (iv) a statement outlining all consideration to be given on account of the Transfer, and (v) a current financial statement of Tenant. Landlord may condition its approval of any Transfer on receipt of a certification from both Tenant and the proposed transferee of all consideration to be paid to Tenant in connection with such Transfer. At Landlord’s request, Tenant shall also provide additional information reasonably required by Landlord to this Sublease in accordance with determine whether it will consent to the terms of the Master Lease (the “Sublease Consent”) on or before the 30th day after the Sublease Date, which Sublease Consent shall be in the form attached as Exhibit C to this Sublease or such other form as Sublandlord, Subtenant, and the Landlord may in their sole discretion approveproposed Transfer. In case of conflict between the express provisions of this Sublease and the express provisions of the Sublease Consent, the latter shall control. 16.2 The requirement of Landlord’s execution and delivery of the Sublease Consent is referred to herein as the “Consent Condition.” Sublandlord and Subtenant shall cooperate with each other in attempting to satisfy the Consent Condition (without any obligation to agree to any change in the Sublease Consent from the form attached as Exhibit C to this Sublease). However, Subtenant acknowledges that Landlord has the option to terminate the Master Lease in lieu of approving this Sublease, and neither Sublandlord nor Landlord shall have any liability a ten (10) day period following receipt of all the foregoing within which to Subtenant if notify Tenant in writing that Landlord exercises such termination option. 16.3 If the Consent Condition is not satisfied within thirty (30) days after the Sublease Date, or if Landlord exercises its recapture rights under the Master Lease and terminates the Master Lease, this Sublease shall terminate upon the delivery of written notice by either Sublandlord or Subtenant to the other. If this Sublease is so terminatedelects to: (i) all consideration previously paid by Subtenant terminate, to Sublandlord the extent any assignment is for the remainder of the Term, this Lease as to the portion of the Premises proposed to be transferred, (ii) permit Tenant to Transfer such space to the named transferee on account the terms and conditions set forth in the notice; or (iii) refuse consent. If Landlord should fail to notify Tenant in writing of this Sublease such election within the 10-day period, Landlord shall be returned deemed to Subtenanthave elected option (ii) above. In the event Landlord elects option (i) above, this Lease shall expire with respect to such part of the Premises on the date upon which the proposed Transfer was to commence, and from such date forward, Base Monthly Rent and Tenant’s Allocable Share of all other costs and charges shall be adjusted based upon the proportion that the rentable area of the Premises remaining bears to the total rentable area of the Building. In the event Landlord does not elect option (i) above, Landlord’s consent to the proposed Transfer shall not be unreasonably withheld, provided and upon the condition that: (i) the proposed transferee is engaged in a business that is limited to the use expressly permitted under this Lease; and (ii) the parties thereupon proposed transferee is a company with sufficient financial worth and management ability to undertake the financial obligation of this Lease and Landlord has been furnished with reasonable proof thereof; (iii) the proposed transfer agreement, if it is a sublease, conforms to the requirements of subsection 17.I (Sublease Requirements) or if it is an assignment, is in a form reasonably satisfactory to Landlord; (iv) (v) Tenant reimburses Landlord within 30 days following for any reasonable costs that may be incurred by Landlord in connection with said Transfer, including the costs of making investigations as to the acceptability of the proposed transferee and legal costs incurred in connection with the granting or denial of any requested consent; and (vi) Tenant shall not have advertised or publicized in any way the availability of the Premises without prior notice to Landlord. In the event all or any one of the foregoing conditions are not satisfied (without limiting other factors that may be considered or conditions that may be imposed by Landlord in connection with a requested Transfer), Landlord shall be relieved considered to have acted reasonably if it withholds its consent. Tenant shall not hypothecate, mortgage, pledge or otherwise encumber Tenant’s interest in this Lease or the Premises or otherwise use the Lease as a security device in any manner without the consent of Landlord, (all of the foregoing being an “Hypothecation”) which consent Landlord may withhold in its sole discretion. Tenant shall reimburse Landlord within 30 days following demand for any reasonable costs that may be incurred by Landlord in connection with an Hypothecation, including legal costs incurred in connection with the granting or denial of any further requested consent. Landlord’s consent to one or more Transfers or Hypothecations shall not operate to waive Tenant’s obligation to obtain Landlord’s consent to other Transfers or Hypothecations nor constitute consent to an assignment or other Transfer following foreclosure of any permitted lien, mortgage or other encumbrance. If Tenant is a corporation, limited liability company, unincorporated association, partnership or obligation under other legal entity, the sale, assignment, transfer or hypothecation of any stock, membership or other ownership interest in such entity (whether occurring at one time or over a period of time) in the aggregate of more than fifty percent (50%) (determined cumulatively) shall be deemed an assignment of this SubleaseLease; in the case of a partnership, any withdrawal or substitution (whether occurring at one time or over a period of time) of any partners owning fifty percent (50%) or more (cumulatively) of the partnership, or the dissolution of the partnership shall be deemed an assignment of this Lease; provided that, subject to Section 17.D below, the foregoing provisions of this sentence shall not apply to a transfer of stock in a corporation whose stock is publicly traded on a public stock exchange. If Tenant is a corporation whose stock is not publicly traded on a public stock exchange, any dissolution, merger, consolidation or reorganization of Tenant shall be deemed a Transfer.

Consent by Landlord. 16.1 Although If Landlord elects not to terminate this Sublease --------------------- Lease pursuant to Section 15.2, or if a proposed sublease is a presently effective and binding contract as for less than ------------- substantially all of the Sublease DatePremises, Landlord shall not unreasonably withhold its consent to any assignment or subletting (for purposes of this Section, an assignment shall not include an assignment for security purposes, which shall be governed by Section 15.1). Tenant agrees that the creation and conveyance withholding of any subleasehold estate Landlord's ------------- consent shall be deemed reasonable if all of the following conditions are not satisfied: (a) The proposed assignee or other interest in or to subtenant shall use the Premises or only for the Property pursuant to this Sublease is expressly conditioned upon procuring the written consent of Landlord to this Sublease in accordance with the terms of the Master Lease (the “Sublease Consent”) on or before the 30th day after the Sublease Date, which Sublease Consent shall be in the form attached as Exhibit C to this Sublease or such other form as Sublandlord, SubtenantPermitted Use, and the Landlord may business of the proposed assignee or subtenant is consistent with the other uses and the standards of the Building, in their sole discretion approve. In case Landlord's reasonable judgment. (b) The proposed assignee or subtenant is reputable and has net worth not less than seventy-five percent (75%) of conflict between the express provisions net worth of Tenant on the execution of this Sublease Lease, has a credit rating reasonably acceptable to Landlord, and otherwise has sufficient financial capabilities to perform all of its obligations under this Lease or the express provisions proposed sublease, in Landlord's reasonable judgment. (c) Neither the proposed assignee or subtenant nor any person or entity that directly or indirectly controls, is controlled by, or is under common control with the proposed assignee or subtenant is an occupant of any part of the Sublease Consent, the latter shall control. 16.2 The requirement of Landlord’s execution and delivery of the Sublease Consent is referred to herein as the “Consent Condition.” Sublandlord and Subtenant shall cooperate with each other in attempting to satisfy the Consent Condition (without any obligation to agree to any change Building or has negotiated for space in the Sublease Consent from the form attached as Exhibit C Building within a six (6) month period prior to this Sublease). However, Subtenant acknowledges that Landlord has the option to terminate the Master Lease in lieu of approving this Sublease, and neither Sublandlord nor Landlord shall have any liability to Subtenant if Landlord exercises such termination option. 16.3 If the Consent Condition is not satisfied within thirty (30) days after the Sublease Date, or if Landlord exercises its recapture rights under the Master Lease and terminates the Master Lease, this Sublease shall terminate upon the delivery of Tenant's written notice. (d) Tenant is not in default and has not committed acts or omissions which with the running of time or the giving of notice by either Sublandlord or Subtenant to both would constitute a default under this Lease. (e) Tenant has complied with all of the other. If this Sublease is so terminated: (i) all consideration previously paid by Subtenant to Sublandlord on account other terms of this Sublease Article. The conditions described above are not exclusive and shall be returned to Subtenant; and (ii) the parties thereupon shall be relieved of any further liability not limit or obligation under this Subleaseprevent Landlord from considering additional factors in determining if it should reasonably withhold its consent.

Consent by Landlord. 16.1 Although Except as specifically provided in Section 30(E), Tenant may not voluntarily, involuntarily or by operation of law, assign, sell or otherwise transfer all or any part of Tenant’s interest in this Sublease is a presently effective and binding contract as Lease or in the Premises, cause or permit any part of the Sublease DatePremises to be sublet, the creation and conveyance of occupied or used by anyone other than Tenant, or permit any subleasehold estate or other person to succeed to any interest in this Lease or to the Premises or (all of the Property pursuant to this Sublease is expressly conditioned upon procuring foregoing being a “Transfer”) without the express written consent of Landlord. In the event Tenant desires to effectuate a Transfer, Tenant shall deliver to Landlord (1) executed counterparts of any agreement and of all ancillary agreements with the proposed transferee, (2) current financial statements of the transferee covering the preceding three years, (3) the nature of the proposed transferee’s business to be carried on in the Premises, (4) a statement outlining all consideration to be given on account of the Transfer, and (5) a current financial statement of Tenant. Landlord may condition its approval of any Transfer on receipt of a certification from both Tenant and the proposed transferee of all consideration to be paid to Tenant in connection with such Transfer. At Landlord’s request, Tenant shall also provide additional information reasonably required by Landlord to this Sublease in accordance with determine whether it will consent to the terms of the Master Lease (the “Sublease Consent”) on or before the 30th day after the Sublease Date, which Sublease Consent shall be in the form attached as Exhibit C to this Sublease or such other form as Sublandlord, Subtenant, and the Landlord may in their sole discretion approveproposed Transfer. In case of conflict between the express provisions of this Sublease and the express provisions of the Sublease Consent, the latter shall control. 16.2 The requirement of Landlord’s execution and delivery of the Sublease Consent is referred to herein as the “Consent Condition.” Sublandlord and Subtenant shall cooperate with each other in attempting to satisfy the Consent Condition (without any obligation to agree to any change in the Sublease Consent from the form attached as Exhibit C to this Sublease). However, Subtenant acknowledges that Landlord has the option to terminate the Master Lease in lieu of approving this Sublease, and neither Sublandlord nor Landlord shall have any liability a fifteen (15) day period following receipt of all the foregoing within which to Subtenant if notify Tenant in writing that Landlord exercises such termination option. 16.3 If the Consent Condition is not satisfied within thirty (30) days after the Sublease Date, or if Landlord exercises its recapture rights under the Master Lease and terminates the Master Lease, this Sublease shall terminate upon the delivery of written notice by either Sublandlord or Subtenant to the other. If this Sublease is so terminatedelects to: (i) all consideration previously paid by Subtenant permit Tenant to Sublandlord Transfer such space to the named transferee on account the terms and conditions set forth in the notice; or (ii) refuse consent. If Landlord should fail to notify Tenant in writing of this Sublease such election within the 15-day period, Landlord shall be returned deemed to Subtenanthave elected option (i) above. Landlord’s consent to the proposed Transfer shall not be unreasonably withheld, provided and upon the condition that: (i) the proposed transferee is engaged in a business that is limited to the use expressly permitted under this Lease; and (ii) the parties thereupon proposed transfer agreement is in form reasonably satisfactory to Landlord; and (iii) Tenant reimburses Landlord on demand for any reasonable costs that may be incurred by Landlord in connection with said Transfer, including the reasonable costs of making investigations as to the acceptability of the proposed transferee and reasonable legal costs incurred in connection with the granting or denial of any requested consent (up to a maximum of $3,000.00 per request for consent). In the event all or any one of the foregoing conditions are not satisfied (without limiting other factors that may be considered or conditions that may be imposed by Landlord in connection with a requested Transfer), Landlord shall be relieved considered to have acted reasonably if it withholds its consent. Tenant shall not hypothecate, mortgage, pledge or otherwise encumber Tenant’s interest in this Lease or the Premises or otherwise use the Lease as a security device in any manner without the consent of Landlord, (all of the foregoing being an “Hypothecation”) which consent Landlord may withhold in its sole discretion. Tenant shall reimburse Landlord on demand for any costs that may be incurred by Landlord in connection with an Hypothecation, including legal costs incurred in connection with the granting or denial of any further requested consent. Landlord’s consent to one or more Transfers or Hypothecations shall not operate to exhaust Tenant’s obligation to obtain Landlord’s consent to other Transfers or Hypothecations nor constitute consent to an assignment or other Transfer following foreclosure of any permitted lien, mortgage or other encumbrance. If Tenant is a corporation, limited liability company, uninco rporated association, partnership or obligation under other legal entity, the sale, assignment, transfer or hypothecation of any stock, membership or other ownership interest in such entity (whether occurring at one time or over a period of time) in the aggregate of more than fifty percent (50%) (determined cumulatively) shall be deemed an assignment of this Sublease.Lease; in the case of a partnership, any withdrawal or substitution (whether occurring at one time or over a period of

Consent by Landlord. 16.1 Although In the event Tenant desires to assign this Sublease is Lease or any interest therein including, without limitation, a presently effective and binding contract as of the Sublease Datepledge, the creation and conveyance of any subleasehold estate mortgage or other interest in hypothecation, or to sublet the Premises or the Property pursuant any part thereof except as set forth above with respect to this Sublease is expressly conditioned upon procuring the written consent of 'Permitted Transferees," Tenant shall deliver to Landlord to this Sublease in accordance with the terms copies of the Master Lease proposed agreement, the financial statements of the assignee or subtenant, and any additional information as reasonably required by Landlord. Landlord shall then have a period of fourteen (14) days following receipt of such notice, documents and information within which to notify Tenant in writing that Landlord elects (i) to permit Tenant to assign or sublet such space to the “Sublease Consent”named assignee/subtenant, or (ii) on or before the 30th to refuse consent, provided Landlord shall not unreasonably refuse such consent. If Landlord should fail to notify Xxxxxx in writing of such election within said 14 day after the Sublease Dateperiod, which Sublease Consent Landlord shall be deemed to have elected to permit the assignment or sublease in the form attached as Exhibit C to Question. No assignment or subletting by Tenant shall relieve Tenant or any guarantor of any obligations under this Sublease Lease or such other form as Sublandlord, Subtenant, and the Landlord may in their sole discretion approveany guaranty. In case of conflict between the express provisions of this Sublease and the express provisions of the Sublease Consent, the latter shall control. 16.2 The requirement of Landlord’s execution and delivery of the Sublease Consent is referred to herein as the “Consent Condition.” Sublandlord and Subtenant shall cooperate with each other in attempting to satisfy the Consent Condition (without any obligation to agree to any change in the Sublease Consent from the form attached as Exhibit C to this Sublease). However, Subtenant acknowledges that Landlord has the option to terminate the Master Lease in lieu of approving this Sublease, and neither Sublandlord nor Landlord shall have any liability to Subtenant if Landlord exercises such termination option. 16.3 If the Consent Condition is not satisfied within thirty (30) days after the Sublease Date, or if Landlord exercises its recapture rights under the Master Lease and terminates the Master Lease, this Sublease shall terminate upon the delivery of written notice by either Sublandlord or Subtenant Xxxxxxxx's consent to the other. If this Sublease is so terminatedproposed assignment or sublease shall not be unreasonably withheld or delayed, provided and upon condition that: (i) all consideration previously paid by Subtenant the proposed uses will not violate this Lease or any Laws; (ii) the proposed assignee or subtenant has sufficient financial worth to Sublandlord on account of this Sublease shall be returned to Subtenantundertake the responsibility involved, and Xxxxxxxx has been furnished with reasonable proof thereof; and (ii) the parties thereupon proposed assignment or sublease shall be relieved in a form reasonably satisfactory to Landlord. Whether or not Landlord grants its consent to the proposed sublease or assignment, Xxxxxx agrees to reimburse Landlord for all reasonable attorneys' fees and costs incurred by Landlord in connection with the review of any further liability the proposed sublease or obligation under this Subleaseassignment.

Consent by Landlord. 16.1 Although Except as specifically provided in Section 17.E, Tenant may not voluntarily, involuntarily or by operation of law, assign, sell or otherwise transfer all or any part of Tenant’s interest in this Sublease is a presently effective and binding contract as Lease or in the Premises, cause or permit any part of the Sublease DatePremises to be sublet, the creation and conveyance of occupied or used by anyone other than Tenant, or permit any subleasehold estate or other person to succeed to any interest in this Lease or to the Premises or (all of the Property pursuant to this Sublease is expressly conditioned upon procuring foregoing being a “Transfer”) without the express written consent of Landlord. In the event Tenant desires to effectuate a Transfer, Tenant shall deliver to Landlord (i) executed counterparts of any agreement and of all ancillary agreements with the proposed transferee, (ii) current financial statements of the transferee covering the preceding three years, (iii) the nature of the proposed transferee’s business to be carried on in the Premises, (iv) a statement outlining all consideration to be given on account of the Transfer, and (v) a current financial statement of Tenant. Landlord may condition its approval of any Transfer on receipt of a certification from both Tenant and the proposed transferee of all consideration to be paid to Tenant in connection with such Transfer. At Landlord’s request, Tenant shall also provide additional information reasonably required by Landlord to this Sublease in accordance with determine whether it will consent to the terms of the Master Lease (the “Sublease Consent”) on or before the 30th day after the Sublease Date, which Sublease Consent shall be in the form attached as Exhibit C to this Sublease or such other form as Sublandlord, Subtenant, and the Landlord may in their sole discretion approveproposed Transfer. In case of conflict between the express provisions of this Sublease and the express provisions of the Sublease Consent, the latter shall control. 16.2 The requirement of Landlord’s execution and delivery of the Sublease Consent is referred to herein as the “Consent Condition.” Sublandlord and Subtenant shall cooperate with each other in attempting to satisfy the Consent Condition (without any obligation to agree to any change in the Sublease Consent from the form attached as Exhibit C to this Sublease). However, Subtenant acknowledges that Landlord has the option to terminate the Master Lease in lieu of approving this Sublease, and neither Sublandlord nor Landlord shall have any liability a fifteen (15) business day period following receipt of all the foregoing within which to Subtenant if notify Tenant in writing that Landlord exercises such termination option. 16.3 If the Consent Condition is not satisfied within thirty (30) days after the Sublease Date, or if Landlord exercises its recapture rights under the Master Lease and terminates the Master Lease, this Sublease shall terminate upon the delivery of written notice by either Sublandlord or Subtenant to the other. If this Sublease is so terminatedelects to: (i) all consideration previously paid by Subtenant terminate this Lease if an assignment, or sublease of substantially the entire Premises for substantially the remaining term of the Lease; (ii) permit Tenant to Sublandlord Transfer such space to the named transferee on account the terms and conditions set forth in the notice; or (iii) refuse consent. If Landlord should fail to notify Tenant in writing of this Sublease such election within the 15-day period, Landlord shall be returned deemed to Subtenanthave elected option (i) above, provided, however, in the case of a deemed election of option (i) above, Tenant may, within ten (10) days rescind its request for consent, and the Lease shall not terminate and shall remain in full force and effect. In the event Landlord elects option (i) above, this Lease shall expire on the date upon which the proposed Transfer was to commence. In the event Landlord does not elect option (i) above, Landlord’s consent to the proposed Transfer shall not be unreasonably withheld, provided and upon the condition that: (i) the proposed transferee is engaged in a business that is limited to the use generally permitted under this Lease which Landlord agrees to reasonably approve a change in the use of the Premises; and (ii) the parties thereupon proposed transfer agreement, if it is a sublease, conforms to the requirements of subsection 17.I (Sublease Requirements) or if it is an assignment, is in a form reasonably satisfactory to Landlord; (iii) the proposed Transfer will not result in there being greater than two (2) subtenants or other occupants (not including employees) within the Premises at any time during the Lease Term; (iv) Tenant reimburses Landlord on demand for any reasonable costs that may be incurred by Landlord in connection with said Transfer, including the reasonable costs of making investigations as to the acceptability of the proposed transferee and reasonable legal costs incurred in connection with the granting or denial of any requested consent; and (v) Tenant shall not have advertised or publicized in any way the availability of the Premises without prior notice to Landlord. In the event all or any one of the foregoing conditions are not satisfied (without limiting other factors that may be considered or conditions that may be imposed by Landlord in connection with a requested Transfer), Landlord shall be relieved considered to have acted reasonably if it withholds its consent. Tenant shall not hypothecate, mortgage, pledge or otherwise encumber Tenant’s interest in this Lease or the Premises or otherwise use the Lease as a security device in any manner without the consent of Landlord, (all of the foregoing being an “Hypothecation”) which consent Landlord may withhold in its sole discretion. Tenant shall reimburse Landlord on demand for any reasonable costs that may be incurred by Landlord in connection with an Hypothecation, including legal costs incurred in connection with the granting or denial of any further requested consent. Landlord’s consent to one or more Transfers or Hypothecations shall not operate to waive Tenant’s obligation to obtain Landlord’s consent to other Transfers or Hypothecations nor constitute consent to an assignment or other Transfer following foreclosure of any permitted lien, mortgage or other encumbrance. If Tenant is a corporation, limited liability company, unincorporated association, partnership or obligation under other legal entity, the sale, assignment, transfer or hypothecation of any stock, membership or other ownership interest in such entity (whether occurring at one time or over a period of time) in the aggregate of more than fifty percent (50%) (determined cumulatively) shall be deemed an assignment of this SubleaseLease; in the case of a partnership, any withdrawal or substitution (whether occurring at one time or over a period of time) of any partners owning fifty percent (50%) or more (cumulatively) of the partnership, or the dissolution of the partnership shall be deemed an assignment of this Lease; provided that, subject to Section 17.D below, the foregoing provisions of this sentence shall not apply to a transfer of stock in a corporation whose stock is publicly traded on a public stock exchange. If Tenant is a corporation whose stock is not publicly traded on a public stock exchange, any dissolution, merger, consolidation or reorganization of Tenant shall be deemed a Transfer.

Consent by Landlord. 16.1 Although In the event Tenant desires to assign this Sublease is Lease or any interest therein including, without limitation, a presently effective and binding contract as of the Sublease Datepledge, the creation and conveyance of any subleasehold estate mortgage or other interest in hypothecation, or to sublet the Premises or any part thereof, Tenant shall deliver to Landlord executed counterparts of any such agreement and of all ancillary agreements with the Property pursuant to this Sublease is expressly conditioned upon procuring the written consent of proposed assignee or subtenant, such assignee or subtenant's most recent financial statements, and any additional information as reasonably required by Landlord to this Sublease in accordance with determine whether it will consent to the terms proposed assignment or sublease. The notice shall give the name and current address of the Master Lease (proposed assignee/subtenant, proposed use of the “Sublease Consent”) on or before the 30th day after the Sublease DatePremises, which Sublease Consent rental rate and current financial statement; and upon request to Tenant, Landlord shall be in given additional information as reasonably required by Landlord to determine whether it will consent to the form attached as Exhibit C to this Sublease proposed assignment or such other form as Sublandlord, Subtenant, and the sublease. Landlord may in their sole discretion approve. In case shall then have a period of conflict between the express provisions of this Sublease and the express provisions ten (10) days following receipt of the Sublease Consentforegoing agreement, the latter shall control. 16.2 The requirement of Landlord’s execution statements and delivery of the Sublease Consent is referred additional information within which to herein as the “Consent Condition.” Sublandlord and Subtenant shall cooperate with each other notify Tenant in attempting to satisfy the Consent Condition (without any obligation to agree to any change in the Sublease Consent from the form attached as Exhibit C to this Sublease). However, Subtenant acknowledges writing that Landlord has the option to terminate the Master Lease in lieu of approving this Sublease, and neither Sublandlord nor Landlord shall have any liability to Subtenant if Landlord exercises such termination option. 16.3 If the Consent Condition is not satisfied within thirty (30) days after the Sublease Date, or if Landlord exercises its recapture rights under the Master Lease and terminates the Master Lease, this Sublease shall terminate upon the delivery of written notice by either Sublandlord or Subtenant to the other. If this Sublease is so terminated: elects (i) all consideration previously paid by Subtenant to Sublandlord permit Tenant to assign or sublet such space to the named assignee/subtenant on account of this Sublease shall be returned to Subtenant; the terms and conditions set forth in the notice, or (ii) the parties thereupon to refuse consent, which consent shall not be unreasonably withheld or delayed. If Landlord should fail to notify Tenant in writing of such election within said ten (10) day period, Landlord shall be relieved deemed to have elected option (i) above. Landlord's consent (which must be in writing and in form reasonably satisfactory to Landlord) to the proposed assignment or sublease shall not be unreasonably withheld or delayed. Tenant shall not advertise or publicize the availability of any further liability or obligation under this Subleasethe Premises without prior notice to Landlord.

Consent by Landlord. 16.1 Although If Landlord elects not to terminate this Sublease Lease pursuant to Section 15.2, or if a proposed sublease is a presently effective and binding contract as for less than substantially all of the Sublease DatePremises, the creation and conveyance Landlord shall not unreasonably withhold its consent to any assignment or subletting (for purposes of any subleasehold estate or other interest in or to the Premises or the Property pursuant to this Sublease is expressly conditioned upon procuring the written consent of Landlord to this Sublease in accordance with the terms of the Master Lease (the “Sublease Consent”) on or before the 30th day after the Sublease DateSection, an assignment shall not include an assignment for security purposes, which Sublease Consent shall be in the form attached as Exhibit C to this Sublease governed by Section 15.1). Landlord shall notify Tenant of its consent or such other form as Sublandlord, Subtenant, and the Landlord may in their sole discretion approve. In case withholding of conflict between the express provisions of this Sublease and the express provisions of the Sublease Consent, the latter shall control. 16.2 The requirement of Landlord’s execution and delivery of the Sublease Consent is referred to herein as the “Consent Condition.” Sublandlord and Subtenant shall cooperate with each other in attempting to satisfy the Consent Condition (without any obligation to agree consent to any change in the Sublease Consent from the form attached as Exhibit C to this Sublease). However, Subtenant acknowledges that Landlord has the option to terminate the Master Lease in lieu of approving this Sublease, and neither Sublandlord nor Landlord shall have any liability to Subtenant if Landlord exercises such termination option. 16.3 If the Consent Condition is not satisfied assignment or subletting within thirty (30) days after expiration of the Sublease Datetime period specified in Section 15.2, above within which Landlord may elect to terminate the Lease. Tenant agrees that the withholding of Landlord’s consent shall be deemed reasonable if any of the following conditions are not satisfied: (a) The proposed assignee or subtenant shall use the Premises only for the Permitted Use, and the business of the proposed assignee or subtenant is consistent with the other uses and the standards of the Building, in Landlord’s reasonable judgment. (b) The proposed assignee or subtenant is reputable and has net worth not less than seventy-five percent (75%) of the net worth of Tenant on the execution of this Lease, has a credit rating reasonably acceptable to Landlord, and otherwise has sufficient financial capabilities to perform all of its obligations under this Lease or the proposed sublease, in Landlord’s reasonable judgment. (c) Neither the proposed assignee or subtenant nor any person or entity that directly or indirectly controls, is controlled by, or if Landlord exercises its recapture rights is under common control with the Master Lease and terminates proposed assignee or subtenant is an occupant of any part of the Master Lease, this Sublease shall terminate upon Building or has negotiated for space in the Building within a six (6) month period prior to the delivery of Tenant’s written notice. (d) Tenant is not in default and has not committed acts or omissions which with the running of time or the giving of notice by either Sublandlord or Subtenant to both would constitute a default under this Lease. (e) Tenant has complied with all of the other. If this Sublease is so terminated: (i) all consideration previously paid by Subtenant to Sublandlord on account other terms of this Sublease Article. The conditions described above are not exclusive and shall be returned to Subtenant; and (ii) the parties thereupon shall be relieved of any further liability not limit or obligation under this Subleaseprevent Landlord from considering additional factors in determining if it should reasonably withhold its consent.

Consent by Landlord. 16.1 Although Except as specifically provided in Section 17.E, Tenant may not voluntarily, involuntarily or by operation of law, assign, sell or otherwise transfer all or any part of Tenant’s interest in this Sublease is a presently effective and binding contract as Lease or in the Premises, cause or permit any part of the Sublease DatePremises to be sublet, the creation and conveyance of occupied or used by anyone other than Tenant, or permit any subleasehold estate or other person to succeed to any interest in this Lease or to the Premises or (all of the Property pursuant to this Sublease is expressly conditioned upon procuring foregoing being a “Transfer”) without the express written consent of Landlord. In the event Tenant desires to effectuate a Transfer, Tenant shall deliver to Landlord (i) executed counterparts of any agreement and of all ancillary agreements with the proposed transferee, (ii) current financial statements of the transferee covering the preceding three years, (iii) the nature of the proposed transferee’s business to be carried on in the Premises, (iv) a statement outlining all consideration to be given on account of the Transfer, and (v) a current financial statement of Tenant. Landlord may condition its approval of any Transfer on receipt of a certification from both Tenant and the proposed transferee of all consideration to be paid to Tenant in connection with such Transfer. At Landlord’s request, Tenant shall also provide additional information reasonably required by Landlord to this Sublease in accordance with determine whether it will consent to the terms of the Master Lease (the “Sublease Consent”) on or before the 30th day after the Sublease Date, which Sublease Consent shall be in the form attached as Exhibit C to this Sublease or such other form as Sublandlord, Subtenant, and the Landlord may in their sole discretion approveproposed Transfer. In case of conflict between the express provisions of this Sublease and the express provisions of the Sublease Consent, the latter shall control. 16.2 The requirement of Landlord’s execution and delivery of the Sublease Consent is referred to herein as the “Consent Condition.” Sublandlord and Subtenant shall cooperate with each other in attempting to satisfy the Consent Condition (without any obligation to agree to any change in the Sublease Consent from the form attached as Exhibit C to this Sublease). However, Subtenant acknowledges that Landlord has the option to terminate the Master Lease in lieu of approving this Sublease, and neither Sublandlord nor Landlord shall have any liability a ten (10) day period following receipt of all the foregoing within which to Subtenant if notify Tenant in writing that Landlord exercises such termination option. 16.3 If the Consent Condition is not satisfied within thirty (30) days after the Sublease Date, or if Landlord exercises its recapture rights under the Master Lease and terminates the Master Lease, this Sublease shall terminate upon the delivery of written notice by either Sublandlord or Subtenant to the other. If this Sublease is so terminatedelects to: (i) all consideration previously paid by Subtenant permit Tenant to Sublandlord Transfer such space to the named transferee on account the terms and conditions set forth in the notice; or (ii) refuse consent and the basis therefore. If Landlord should fail to notify Tenant in writing of this Sublease such election within the 10-day period, Landlord shall be returned deemed to Subtenanthave elected option (i) above. Landlord’s consent to the proposed Transfer shall not be unreasonably withheld, provided and upon the condition that: (i) the proposed transferee is engaged in a business that is limited to the use expressly permitted under this Lease; and (ii) the parties thereupon proposed transferee is a company with sufficient financial worth and management ability to undertake the financial obligation of this Lease and Landlord has been furnished with reasonable proof thereof; (iii) the proposed transfer agreement, if it is a sublease, conforms to the requirements of subsection 17.I (Sublease Requirements) or if it is an assignment, is in a form reasonably satisfactory to Landlord; and (iv) Tenant reimburses Landlord within 30 days following for any reasonable costs (not exceeding $5,000) that may be incurred by Landlord in connection with said Transfer, including the costs of making investigations as to the acceptability of the proposed transferee and legal costs incurred in connection with the granting or denial of any requested consent. In the event all or any one of the foregoing conditions are not satisfied (without limiting other factors that may be considered or conditions that may be imposed by Landlord in connection with a requested Transfer), Landlord shall be relieved considered to have acted reasonably if it withholds its consent. Tenant shall not hypothecate, mortgage, pledge or otherwise encumber Tenant’s interest in this Lease or the Premises or otherwise use the Lease as a security device in any manner without the consent of Landlord, (all of the foregoing being an “Hypothecation”) which consent Landlord may withhold in its sole discretion. Tenant shall reimburse Landlord within 30 days following demand for any reasonable costs that may be incurred by Landlord in connection with an Hypothecation, including legal costs incurred in connection with the granting or denial of any further requested consent. Landlord’s consent to one or more Transfers or Hypothecations shall not operate to waive Tenant’s obligation to obtain Landlord’s consent to other Transfers or Hypothecations nor constitute consent to an assignment or other Transfer following foreclosure of any permitted lien, mortgage or other encumbrance. If Tenant is a corporation, limited liability company, unincorporated association, partnership or obligation under other legal entity, the sale, assignment, transfer or hypothecation of any stock, membership or other ownership interest in such entity (whether occurring at one time or over a period of time) in the aggregate of more than fifty percent (50%) (determined cumulatively) shall be deemed an assignment of this SubleaseLease; in the case of a partnership, any withdrawal or substitution (whether occurring at one time or over a period of time) of any partners owning fifty percent (50%) or more (cumulatively) of the partnership, or the dissolution of the partnership shall be deemed an assignment of this Lease; provided that, subject to Section 17.D below, the foregoing provisions of this sentence shall not apply to a transfer of stock in a corporation whose stock is publicly traded on a public stock exchange. If Tenant is a corporation whose stock is not publicly traded on a public stock exchange, any dissolution, merger, consolidation or reorganization of Tenant shall be deemed a Transfer.

Consent by Landlord. 16.1 Although Except as specifically provided in this Sublease is Section 17, Tenant may not assign, sublet, hypothecate, or allow a presently effective and binding contract as third party to use the Premises without the express written consent of Landlord. In the Sublease Dateevent Tenant desires to assign this Lease or any interest herein including, the creation and conveyance of any subleasehold estate without limitation, a pledge, mortgage or other interest in hypothecation, or to sublet the Premises or any part thereof, Tenant shall deliver to Landlord (i) executed counterparts of any agreement and of all ancillary agreements with the Property pursuant proposed assignee/subtenant, (ii) current financial statements of the transferee covering the preceding three years, (iii) the nature of the proposed transferee’s business to this Sublease is expressly conditioned upon procuring be carried on in the written consent Premises and (iv) a current financial statement of Tenant. Landlord may condition its approval of any Transfer to a certification from both Tenant and the proposed transferee of all consideration to be paid to Tenant in connection with such Transfer. At Landlord’s request, Tenant shall also provide additional information reasonably required by Landlord to this Sublease in accordance with determine whether it will consent to the terms of the Master Lease (the “Sublease Consent”) on proposed assignment or before the 30th day after the Sublease Date, which Sublease Consent shall be in the form attached as Exhibit C to this Sublease or such other form as Sublandlord, Subtenant, and the Landlord may in their sole discretion approvesublease. In case of conflict between the express provisions of this Sublease and the express provisions of the Sublease Consent, the latter shall control. 16.2 The requirement of Landlord’s execution and delivery of the Sublease Consent is referred to herein as the “Consent Condition.” Sublandlord and Subtenant shall cooperate with each other in attempting to satisfy the Consent Condition (without any obligation to agree to any change in the Sublease Consent from the form attached as Exhibit C to this Sublease). However, Subtenant acknowledges that Landlord has the option to terminate the Master Lease in lieu of approving this Sublease, and neither Sublandlord nor Landlord shall have any liability to Subtenant if Landlord exercises such termination option. 16.3 If the Consent Condition is not satisfied within a thirty (30) days after day period following receipt of all the Sublease Date, or if foregoing within which to notify Tenant in writing that Landlord exercises its recapture rights under the Master Lease and terminates the Master Lease, this Sublease shall terminate upon the delivery of written notice by either Sublandlord or Subtenant to the other. If this Sublease is so terminatedelects to: (i) terminate this Lease as to the space so affected as of the date so specified by Tenant, in which case Tenant will be relieved of all consideration previously paid by Subtenant further obligations as to Sublandlord such space; (ii) permit Tenant to assign or sublet such space to the named assignee/ subtenant on account the terms and conditions set forth in the notice; or (iii) refuse consent. If Landlord should fail to notify Tenant in writing of this Sublease such election within the 30-day period, Landlord shall be returned deemed to Subtenanthave elected option (ii) above. In the event Landlord elects option (i) above, this Lease shall expire with respect to such part of the Premises on the date upon which the proposed sublease was to commence, and from such date forward, Base Monthly Rent and Tenant’s Allocable Share of all other costs and charges shall be adjusted based upon the proportion that the rentable area of the Premises remaining bears to the total rentable area of the Premises. In the event Landlord elects option (ii) above, Landlord’s written consent to the proposed assignment or sublease shall not be unreasonably withheld, provided and upon the condition that: (i) the proposed assignee or subtenant is engaged in a business that is limited to the use expressly permitted under this Lease; and (ii) the parties thereupon proposed assignee or subtenant is a company with sufficient financial worth and management ability to undertake the financial obligation of this Lease and Landlord has been furnished with reasonable proof thereof; (iii) the proposed assignment or sublease is in form reasonably satisfactory to Landlord; (iv) the amount of the aggregate rent to be paid by the proposed subtenant is not less than the then current “Fair Market Rental” as defined in Section 18.A below; (v) Tenant reimburses Landlord on demand for any costs that may be incurred by Landlord in connection with said assignment or sublease, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant and legal costs incurred in connection with the granting of any requested consent; and (vi) Tenant shall not have advertised or publicized in any way the availability of the Premises without prior notice to Landlord. In the event all or any one of the foregoing conditions are not satisfied, Landlord shall be relieved of any further liability or obligation under this Subleaseconsidered to have acted reasonably if it withholds its consent.

Consent by Landlord. 16.1 Although In the event Tenant desires to assign this Sublease is Lease or any interest therein including, without limitation, a presently effective and binding contract as of the Sublease Datepledge, the creation and conveyance of any subleasehold estate mortgage or other interest in hypothecation, or to sublet the Premises or any part therof, Tenant shall deliver to Landlord executed counterparts of any such agreement and of all ancillary agreements with the Property pursuant to this Sublease is expressly conditioned upon procuring the written consent of proposed assignee or subtenant, financial statements, and any additional information as reasonably required by Landlord to this Sublease in accordance with determine whether it will consent to the terms proposed assignment or sublease. The notice shall give the name and current address of the Master Lease (proposed assignee/subtenant, proposed use of the “Sublease Consent”) on or before the 30th day after the Sublease DatePremises, which Sublease Consent rental rate and current financial statement; and upon request to Tenant, Landlord shall be in given additional information as reasonably required by Landlord to determine whether it will consent to the form attached as Exhibit C to this Sublease proposed assignment or such other form as Sublandlord, Subtenant, and the Landlord may in their sole discretion approvesublease. In case of conflict between the express provisions of this Sublease and the express provisions of the Sublease Consent, the latter shall control. 16.2 The requirement of Landlord’s execution and delivery of the Sublease Consent is referred to herein as the “Consent Condition.” Sublandlord and Subtenant shall cooperate with each other in attempting to satisfy the Consent Condition (without any obligation to agree to any change in the Sublease Consent from the form attached as Exhibit C to this Sublease). However, Subtenant acknowledges that Landlord has the option to terminate the Master Lease in lieu of approving this Sublease, and neither Sublandlord nor Landlord shall then have any liability to Subtenant if Landlord exercises such termination option. 16.3 If the Consent Condition is not satisfied within a period of thirty (30) days after following receipt of the Sublease Dateforegoing agreement, statements and additional information within which to notify Tenant in writing that Landlord elects (i) to permit Tenant to assign or sublet such space to the named assignee/subtenant on the terms and conditions set forth in the notice, or if (ii) to refuse consent. If Landlord should fail to notify Tenant in writing of such election within said thirty (30) day period, Landlord shall be deemed to have elected option (i) above. If Landlord exercises its recapture rights under option to terminate this Lease in part in the Master event Tenant desires to sublet or assign part of the Premises, then (i) this Lease shall end and terminates expire, with respect to such part of the Master Premises, on the date upon which the proposed sublease was to commence, and (ii) from and after such date, the Base Monthly Rent and Tenant's allocable share of all other costs and charges shall be adjusted, based upon the proportion that the rentable area of the Premises remaining bears to the total rentable area of the Premises. If Landlord does not exercise its option to terminate this Lease, this Sublease shall terminate upon the delivery of written notice by either Sublandlord or Subtenant Landlord's consent (which must be in writing and in form reasonably satisfactory to Landlord) to the other. If this Sublease is so terminatedproposed assignment or sublease shall not be unreasonably withheld, provided and upon condition that: (i) all consideration previously paid by Subtenant the proposed assignee or subtenant is engaged in a business that is limited to Sublandlord on account of this Sublease shall be returned to Subtenantthe use expressly permitted under the Lease; and (ii) the parties thereupon proposed assignee or subtenant is a company with sufficient financial worth and management ability to undertake the financial obligation of this Lease, and Landlord has been furnished with reasonable proof thereof; (iii) the proposed assignment or sublease shall be relieved in form reasonably satisfactory to Landlord; (iv) Tenant shall reimburse Landlord on demand for any costs that may be incurred by Landlord in connection with said assignment or sublease, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant and legal costs incurred in connection with the granting of any further liability requested consent; and (v) Tenant shall not have advertised or obligation under this Subleasepublicized in any way the availability of the Premises without prior notice to, and approval by Landlord, which approval shall not be unreasonably withheld. In the event all or any one of the foregoing conditions are not satisfied, Landlord may, in its sole discretion, withhold its consent to the proposed assignment of sublease.

Consent by Landlord. 16.1 Although this Sublease is a presently effective Landlord shall not unreasonably withhold or condition its consent to any Transfer proposed by Tenant. Landlord and binding contract as Tenant agree that the withholding or conditioning of Landlord’s consent shall be deemed reasonable if one or more of the Sublease Datefollowing conditions are applicable: (a) The primary use of the Premises by the proposed Transferee is not a Permitted Use, or would otherwise reasonably offend the majority of landlords of First Class Buildings. (b) In the case of an assignment of the entire Lease or a sublease of all or substantially all of the Premises for the remainder of the Lease Term, the creation and conveyance proposed Transferee does not have sufficient financial capabilities to perform all of its obligations as such obligations become due. (c) The proposed Transferee is an occupant of any subleasehold estate part of the Project or has negotiated with Landlord within the preceding one hundred fifty (150) days for space in the Project (as evidenced by the exchange of written proposals for a proposed transaction to lease space in the Project), and Landlord has direct space in the Project available for Lease substantially consistent with the requirements of the Transferee with respect to Premises size, floor height, location and delivery condition (such as shell vs. improved space condition). (d) The proposed Transferee is (i) an instrumentality which is that of a foreign country, (ii) which is of a character or reputation, is engaged in a business, or is of, or is associated with, a political orientation or faction, which would reasonably offend most landlords of the First Class Buildings, (iii) a governmental entity or other interest entity which is capable of exercising the power of eminent domain or condemnation, or (iv) which would significantly increase the human traffic in or to the Premises or the Property pursuant to this Sublease is expressly conditioned upon procuring the written consent Building above that of Landlord to this Sublease in accordance with the terms comparable tenants of the Master Lease Building (or Tenant’s human traffic, whichever is greater). Notwithstanding the foregoing, if Landlord leases space in the Building to a tenant (an “Sublease ConsentAccepted Tenant”) on or before that has one of the 30th day after the Sublease Dateattributes described in (i) through (iv), which Sublease Consent shall be above, then so long as such Accepted Tenant leases space in the form attached as Exhibit C Building, Tenant may sublease space to this Sublease or such other form as Sublandlord, Subtenant, and a party that has the Landlord may in their sole discretion approve. In case of conflict between the express provisions of this Sublease and the express provisions of the Sublease Consent, the latter shall control. 16.2 The requirement of Landlord’s execution and delivery of the Sublease Consent is referred to herein same attributes as the “Consent Condition.” Sublandlord and Subtenant shall cooperate with each other in attempting to satisfy the Consent Condition (without any obligation to agree to any change in the Sublease Consent from the form attached as Exhibit C to this Sublease). However, Subtenant acknowledges Accepted Tenant that Landlord has leased to the option to terminate the Master Lease in lieu of approving this Sublease, Accepted Tenant (and neither Sublandlord nor Landlord shall have any liability to Subtenant if Landlord exercises provided that such termination optionproposed subtenant is otherwise qualified hereunder). 16.3 If (e) All of the Consent Condition is not satisfied within thirty (30) days after the Sublease Date, or if Landlord exercises its recapture rights under the Master Lease and terminates the Master Lease, this Sublease shall terminate upon the delivery of written notice by either Sublandlord or Subtenant to the other. If this Sublease is so terminated: (i) all consideration previously paid by Subtenant to Sublandlord on account other terms of this Sublease Section 15.3 are complied with. The conditions described above are not exclusive and shall be returned to Subtenant; and (ii) the parties thereupon shall be relieved of any further liability not limit or obligation under this Subleaseprevent Landlord from considering additional factors in determining if it should reasonably withhold its consent.

Consent by Landlord. 16.1 Although Except as specifically provided in Section 17.E below, Tenant may not voluntarily, involuntarily or by operation of law, assign, sell or otherwise transfer all or any part of Tenant’s interest in this Sublease is a presently effective and binding contract as Lease or in the Premises, cause or permit any part of the Sublease DatePremises to be sublet, the creation and conveyance of occupied or used by anyone other than Tenant, or permit any subleasehold estate or other person to succeed to any interest in this Lease or to the Premises or (all of the Property pursuant to this Sublease is expressly conditioned upon procuring foregoing being a “Transfer”) without the express written consent of Landlord, not to be unreasonably withheld. In the event Tenant desires to effectuate a Transfer, Tenant shall deliver to Landlord (i) executed counterparts of any agreement and of all ancillary agreements with the proposed transferee, (ii) current financial statements of the transferee covering the preceding three years, (iii) the nature of the proposed transferee’s business to be carried on in the Premises, (iv) a statement outlining all consideration to be given on account of the Transfer, and (v) a current financial statement of Tenant. Landlord may condition its approval of any Transfer on receipt of a certification from both Tenant and the proposed transferee of all consideration to be paid to Tenant in connection with such Transfer. At Landlord’s request, Tenant shall also provide additional information reasonably required by Landlord to this Sublease in accordance with determine whether it will consent to the terms of the Master Lease (the “Sublease Consent”) on or before the 30th day after the Sublease Date, which Sublease Consent shall be in the form attached as Exhibit C to this Sublease or such other form as Sublandlord, Subtenant, and the Landlord may in their sole discretion approveproposed Transfer. In case of conflict between the express provisions of this Sublease and the express provisions of the Sublease Consent, the latter shall control. 16.2 The requirement of Landlord’s execution and delivery of the Sublease Consent is referred to herein as the “Consent Condition.” Sublandlord and Subtenant shall cooperate with each other in attempting to satisfy the Consent Condition (without any obligation to agree to any change in the Sublease Consent from the form attached as Exhibit C to this Sublease). However, Subtenant acknowledges that Landlord has the option to terminate the Master Lease in lieu of approving this Sublease, and neither Sublandlord nor Landlord shall have any liability a ten (10) day period following receipt of all the foregoing within which to Subtenant if notify Tenant in writing that Landlord exercises such termination option. 16.3 If the Consent Condition is not satisfied within thirty (30) days after the Sublease Date, or if Landlord exercises its recapture rights under the Master Lease and terminates the Master Lease, this Sublease shall terminate upon the delivery of written notice by either Sublandlord or Subtenant to the other. If this Sublease is so terminatedelects to: (i) all consideration previously paid by Subtenant permit Tenant to Sublandlord Transfer such space to the named transferee on account of this Sublease shall be returned to Subtenantthe terms and conditions set forth in the notice; and or (ii) the parties thereupon shall be relieved of any further liability or obligation under this Sublease.refuse

Consent by Landlord. 16.1 Although this Sublease If Landlord does not exercise any of Landlord's options provided under Sections 15.2 and 15.3A (which options shall not apply to any proposed subtenant which is a presently effective licensee of a tradename owned by Tenant, and binding contract provided that no Event of Default exists as of the Sublease Datetime of Landlord's consent to, and as of the effective date of, the creation and conveyance of any subleasehold estate proposed assignment or other interest in or sublease, Landlord's consent to the Premises proposed assignment or sublease shall not be unreasonably withheld or delayed. Such consent shall be granted or declined (if the Property pursuant to this Sublease is expressly conditioned upon procuring following provisions are unsatisfied), as the written consent case may be, within 25 days after Landlord's receipt of Landlord to this Sublease in accordance with (a) a true and complete statement reasonably detailing the terms identity of the Master Lease proposed assignee or subtenant, the nature of its business and its proposed use of the Premises, (b) current financial information with respect to the “Sublease Consent”proposed assignee or subtenant, including its most recent financial statements, and (c) on any other information Landlord may reasonably request, provided that: (i) in Landlord's reasonable judgment, the proposed assignee or before the 30th day after the Sublease Date, which Sublease Consent shall be subtenant is engaged in the form attached as Exhibit C to this Sublease a business or such other form as Sublandlord, Subtenantactivity, and the Landlord may Premises will be used in their sole discretion approve. In case of conflict between a manner, which (a) is in keeping with the express provisions of this Sublease and the express provisions then standards of the Sublease ConsentBuilding, (b) limits the latter shall control. 16.2 The requirement of Landlord’s execution and delivery use of the Sublease Consent is referred Premises to herein Permitted Uses and (c) does not violate any restrictions set forth in this Lease, and/or any negative covenant as the “Consent Condition.” Sublandlord and Subtenant shall cooperate with each to use contained in any other in attempting to satisfy the Consent Condition (without any obligation to agree to any change lease in the Sublease Consent from the form attached as Exhibit C to this Sublease). However, Subtenant acknowledges that Landlord Building of which Tenant has the option to terminate the Master Lease in lieu of approving this Sublease, and neither Sublandlord nor Landlord shall have any liability to Subtenant if Landlord exercises such termination option.been advised; 16.3 If the Consent Condition is not satisfied within thirty (30) days after the Sublease Date, or if Landlord exercises its recapture rights under the Master Lease and terminates the Master Lease, this Sublease shall terminate upon the delivery of written notice by either Sublandlord or Subtenant to the other. If this Sublease is so terminated: (i) all consideration previously paid by Subtenant to Sublandlord on account of this Sublease shall be returned to Subtenant; and (ii) the parties thereupon proposed assignee or subtenant is a reputable person or entity of good character with sufficient financial means (given the obligations set forth in the Lease) to perform all of its obligations under the Lease or sublease, as the case may be, and Landlord has been furnished with reasonable proof thereof; (iii) if Landlord has or reasonably expects to have within six months thereafter, comparable space available in the Building, neither the proposed assignee or subtenant nor any person which, directly or indirectly, controls, is controlled by, or is under common control with, the proposed assignee or subtenant is then an occupant of the Building; (iv) the proposed assignee or subtenant is not a person or entity (or affiliate of a person or entity) with whom Landlord or Landlord's agent is then or has been within the prior six months negotiating in connection with the rental of space in the Building; upon written request by Tenant, Landlord shall advise Tenant whether it is then negotiating with any proposed assignee or subtenant; (v) the form of the proposed sublease or instrument of assignment shall be relieved reasonably satisfactory to Landlord and shall comply with the provisions of this Article 15; (vi) there shall be not more than four subtenants in each floor of the Premises; (vii) Tenant shall, upon demand, reimburse Landlord for all reasonable expenses incurred by Landlord in connection with such assignment or sublease, including any investigations as to the acceptability of the proposed assignee or subtenant, reviewing any plans and specifications for Alterations proposed to be made in connection therewith, and all legal costs reasonably incurred in connection with the granting of any further liability requested consent; (viii) Tenant shall not publicly advertise the availability of the Premises or obligation list the Premises to be sublet or assigned with a broker, agent or otherwise at a rental rate less than the fixed rent and additional rent at which Landlord is then offering to lease other space in the Building but the foregoing provision shall not be deemed to prohibit Tenant from responding to brokers' solicitations and any other inquiries regarding the proposed rental rate or from negotiating a sublease at a lesser rate of rent and consummating the same insofar as it may be permitted under the provisions of this SubleaseArticle 15; (ix) the proposed subtenant or assignee shall not be entitled, directly or indirectly, to diplomatic or sovereign immunity and shall be subject to the service of process in, and the jurisdiction of the courts of, the city and state in which the Building is located; and (x) the provisions of clauses (iii), (iv) and (viii) shall not apply to any proposed subtenant which is a licensee of a tradename owned by Tenant.

Consent by Landlord. 16.1 Although Except as specifically provided in this Sublease is Section 17.E, Tenant may not assign, sublet, hypothecate, or allow a presently effective and binding contract as third party to use the Premises without the express written consent of Landlord. In the Sublease Date, the creation and conveyance of event Tenant desires to assign this Lease or any subleasehold estate interest herein or other interest in or to sublet the Premises or any part thereof, Tenant shall deliver to Landlord (i) executed counterparts of any agreement and of all ancillary agreements with the Property pursuant proposed assignee/subtenant, (ii) current financial statements of the transferee covering the preceding three years, (iii) the nature of the proposed transferee’s business to this Sublease is expressly conditioned upon procuring be carried on in the written consent Premises, (iv) a statement outlining all consideration to be given on account of the Transfer, and (v) a current financial statement of Tenant. Landlord may condition its approval of any Transfer on receipt of a certification from both Tenant and the proposed transferee of all consideration to be paid to Tenant in connection with such Transfer. At Landlord’s request, Tenant shall also provide additional information reasonably required by Landlord to this Sublease in accordance with determine whether it will consent to the terms of the Master Lease (the “Sublease Consent”) on proposed assignment or before the 30th day after the Sublease Date, which Sublease Consent shall be in the form attached as Exhibit C to this Sublease or such other form as Sublandlord, Subtenant, and the Landlord may in their sole discretion approvesublease. In case of conflict between the express provisions of this Sublease and the express provisions of the Sublease Consent, the latter shall control. 16.2 The requirement of Landlord’s execution and delivery of the Sublease Consent is referred to herein as the “Consent Condition.” Sublandlord and Subtenant shall cooperate with each other in attempting to satisfy the Consent Condition (without any obligation to agree to any change in the Sublease Consent from the form attached as Exhibit C to this Sublease). However, Subtenant acknowledges that Landlord has the option to terminate the Master Lease in lieu of approving this Sublease, and neither Sublandlord nor Landlord shall have any liability a fifteen (15) day period following receipt of all the foregoing within which to Subtenant if notify Tenant in writing that Landlord exercises such termination option. 16.3 If the Consent Condition is not satisfied within thirty (30) days after the Sublease Date, or if Landlord exercises its recapture rights under the Master Lease and terminates the Master Lease, this Sublease shall terminate upon the delivery of written notice by either Sublandlord or Subtenant to the other. If this Sublease is so terminatedelects to: (i) terminate this Lease in the event the proposed sublease or assignment is for substantially all consideration previously paid by Subtenant of space in the Premises; (ii) permit Tenant to Sublandlord assign or sublet such space to the named assignee/subtenant on account the terms and conditions set forth in the notice; or (iii) refuse consent. If Landlord should fail to notify Tenant in writing of this Sublease such election within the 15-day period, Landlord shall be returned deemed to Subtenanthave elected option (iii) above. In the event Landlord elects option (i) above, this Lease shall expire with respect to such part of the Premises on the date upon which the proposed sublease or transfer was to commence, and from such date forward, Base Monthly Rent and Tenant’s Allocable Share of all other costs and charges shall be adjusted based upon the proportion that the rentable area of the Premises remaining bears to the total rentable area of the Building. In the event Landlord elects option (ii) above, Landlord’s written consent to the proposed assignment or sublease shall not be unreasonably withheld, provided and upon the condition that: (i) the proposed assignee or subtenant is engaged in a business that is limited to the use expressly permitted under this Lease; and (ii) the parties thereupon proposed assignee or subtenant is a company with sufficient financial worth and management ability to undertake the financial obligation of this Lease and Landlord has been furnished with reasonable proof thereof; (iii) the proposed assignment or sublease is in form reasonably satisfactory to Landlord; and (iv) Tenant reimburses Landlord on demand for any reasonable costs that may be incurred by Landlord in connection with said assignment or sublease, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant and legal costs incurred in connection with the granting of any requested consent. Additionally, Tenant acknowledges that Landlord may condition its consent to any assignment or sublease upon the continued guaranty of the Lease by Guarantor as defined in Lease Section 20 below. In the event all or any one of the foregoing conditions are not satisfied, Landlord shall be relieved of any further liability or obligation under this Subleaseconsidered to have acted reasonably if it withholds its consent.

Consent by Landlord. 16.1 Although Except as specifically provided in this Sublease is Article 16, Tenant may not assign, sublet, hypothecate, or allow a presently effective and binding contract as third party to use the Premises without the express written consent of Landlord, which will not be unreasonably withheld or delayed subject to the Sublease Dateconditions set forth below. In the event Tenant desires to assign this Lease or any interest herein including, the creation and conveyance of any subleasehold estate without limitation, a pledge, mortgage or other interest in hypothecation, or to sublet the Premises or any part thereof, Tenant shall deliver to Landlord (I) executed counterparts of any agreement and of all ancillary agreements with the Property pursuant proposed assignee/subtenant, (ii) current financial statements of the transferee covering the preceding three years, (iii) the nature of the proposed transferee's business to this Sublease is expressly conditioned upon procuring be carried on in the written consent Premises, (v) all consideration to be given on account of the Transfer, and (vi) a current financial statement of Tenant. Landlord may condition its approval of any Transfer to a certification from both Tenant and the proposed transferee of all consideration to be paid to Tenant in connection with such Transfer. At Landlord's request, Tenant shall also provide additional information reasonably required by Landlord to this Sublease in accordance with determine whether it will consent to the terms of the Master Lease (the “Sublease Consent”) on proposed assignment or before the 30th day after the Sublease Date, which Sublease Consent shall be in the form attached as Exhibit C to this Sublease or such other form as Sublandlord, Subtenant, and the Landlord may in their sole discretion approvesublease. In case of conflict between the express provisions of this Sublease and the express provisions of the Sublease Consent, the latter shall control. 16.2 The requirement of Landlord’s execution and delivery of the Sublease Consent is referred to herein as the “Consent Condition.” Sublandlord and Subtenant shall cooperate with each other in attempting to satisfy the Consent Condition (without any obligation to agree to any change in the Sublease Consent from the form attached as Exhibit C to this Sublease). However, Subtenant acknowledges that Landlord has the option to terminate the Master Lease in lieu of approving this Sublease, and neither Sublandlord nor Landlord shall have any liability to Subtenant if Landlord exercises such termination option. 16.3 If the Consent Condition is not satisfied within a thirty (30) days after day period following receipt of all the Sublease Dateforegoing within which to notify Tenant in writing that Landlord elects to: (I) permit Tenant to assign or sublet such space to the named assignee/subtenant on the terms and conditions set forth in the notice; or (ii) refuse consent. If Landlord should fail to notify Tenant in writing of such election within the 30-day period, Landlord shall be deemed to have elected option (ii) above. In the event Landlord elects option (I) above, Landlord's written consent to the proposed assignment or if Landlord exercises its recapture rights under the Master Lease sublease shall not be unreasonably withheld, provided and terminates the Master Lease, this Sublease shall terminate upon the delivery of written notice by either Sublandlord condition that: (I) the proposed assignee or Subtenant subtenant is engaged in a business that is limited to the other. If use expressly permitted under this Sublease is so terminated: (i) all consideration previously paid by Subtenant to Sublandlord on account of this Sublease shall be returned to SubtenantLease; and (ii) the parties thereupon proposed assignee or subtenant is a company with sufficient financial worth and management ability to undertake the financial obligation of this Lease and Landlord has been furnished with reasonable proof thereof; (iii) the proposed assignment or sublease is in form reasonably satisfactory to Landlord; (iv) the amount of the aggregate rent to be paid by the proposed subtenant is not less than the then current fair market rental; (v) Tenant reimburses Landlord on demand for any costs that may be incurred by Landlord in connection with said assignment or sublease, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant and legal costs incurred in connection with the granting of any requested consent; and (vi) Tenant shall not have advertised or publicized in any way the availability of the Premises without prior notice to Landlord. In the event all or any one of the foregoing conditions are not satisfied, Landlord shall be relieved of any further liability or obligation under this Subleaseconsidered to have acted reasonably if it withholds its consent.

Consent by Landlord. 16.1 Although IN the event Tenant desires to assign this Sublease is Lease or any interest therein including, without limitation, a presently effective and binding contract as of the Sublease Datepledge, the creation and conveyance of any subleasehold estate mortgage or other interest in hypothecation, or to sublet the Premises or the Property pursuant any part thereof except as set forth above with respect to this Sublease is expressly conditioned upon procuring the written consent of "Permitted Transferees", Tenant shall deliver to Landlord to this Sublease in accordance with the terms copies of the Master Lease proposed agreement, the financial statements of the assignee or subtenant, and any additional information as reasonably required by Landlord. Landlord shall then have a period of seven (the “Sublease Consent”7) on or before the 30th day after the Sublease Datebusiness days, unless Xxx Xxxxxx is personally notified earlier in which Sublease Consent case it shall be 48 hours, following receipt of such notice, documents and information within which to notify Tenant in writing that Landlord elects (a) to permit Tenant to assign or sublet such space to the form attached as Exhibit C name assignee/subtenant, or (b) to refuse consent, provided Landlord shall not unreasonably refuse such consent. If Landlord should fail to notify Tenant in writing of such election within said seven (7) day period, Landlord shall be deemed to have elected to permit the assignment or sublease in question. No assignment or subletting by Tenant shall relieve Tenant or any guarantor of any obligations under this Sublease Lease or such other form as Sublandlordany guaranty. Landlord's consent to the proposed assignment or sublease shall not be unreasonably withheld or delayed, Subtenant, provided and upon condition that (a) the Landlord may in their sole discretion approve. In case of conflict between proposed uses will not violate this Lease or any Laws; (b) the express provisions of this Sublease and the express provisions appropriateness of the Sublease Consent, proposed assignee or subtenant has sufficient financial worth to undertake the latter shall controlresponsibility involved. 16.2 The requirement of Landlord’s execution and delivery of the Sublease Consent is referred to herein as the “Consent Condition.” Sublandlord and Subtenant shall cooperate with each other in attempting to satisfy the Consent Condition (without any obligation to agree to any change in the Sublease Consent from the form attached as Exhibit C to this Sublease). However, Subtenant acknowledges that Landlord has the option to terminate the Master Lease in lieu of approving this Sublease, and neither Sublandlord nor Landlord shall have any liability to Subtenant if Landlord exercises such termination option. 16.3 If the Consent Condition is not satisfied within thirty (30) days after the Sublease Date, or if Landlord exercises its recapture rights under the Master Lease and terminates the Master Lease, this Sublease shall terminate upon the delivery of written notice by either Sublandlord or Subtenant to the other. If this Sublease is so terminated: (i) all consideration previously paid by Subtenant to Sublandlord on account of this Sublease shall be returned to Subtenant; and (ii) the parties thereupon shall be relieved of any further liability or obligation under this Sublease.

Consent by Landlord. 16.1 Although this Sublease is a presently effective and binding contract as of Tenant may not enter into any sublease or assignment without the Sublease Date, the creation and conveyance of any subleasehold estate or other interest in or to the Premises or the Property pursuant to this Sublease is expressly conditioned upon procuring the prior written consent of Landlord, which consent shall not be unreasonably withheld, delayed or conditioned. Landlord's consent shall be deemed to have been given if Landlord does not accept Tenant's offer pursuant to this Sublease Section 14.3.1 or Section 14.3.2 unless Landlord sets forth in reasonable detail the reasons why the proposed subtenant or assignee was rejected within the 10 Business Day period provided by Section 14.3.1 and Section 14.3.2.1 above; provided that the 10 Business Day period shall not commence until Landlord has received all of the materials and information required in accordance with the terms last paragraph of this Section 14.4 but only if Landlord's request is promptly made after initial delivery. By way of example but not as a limitation, withholding such consent shall be deemed reasonable if one or more of the Master Lease following conditions apply: (a) The business of the “Sublease Consent”proposed assignee or subtenant or its use of the Premises, or the relevant portion thereof, is not consistent with the Permitted Use or, in Landlord's reasonable judgment, in keeping with the standards of Comparable Buildings; or (b) on The proposed assignee or before subtenant is not a reputable Person of good character and, as to an assignee, with sufficient assets and income, in Landlord's reasonable judgment, to bear the 30th day after financial responsibilities under the Sublease Dateproposed assignment or Landlord has not been furnished with reasonable proof thereof; or (c) The proposed assignee or sublessee, which Sublease Consent or any Person who directly or indirectly, controls, is controlled by, or is under common control with, the proposed assignee or sublessee, is an occupant of any part of the Building at the time Tenant requests such consent; or (d) The proposed assignee or sublessee negotiated with Landlord to lease space in the Unit (or with other unit owners to lease any other space in the Building) within 6 months prior to the time Tenant requests such consent; or (e) The form of the proposed sublease does not comply with the applicable provisions of this Article XIV; or (f) Excluding Occupants pursuant to Section 14.9 below, there would be more than two (2) Persons per floor occupying the Premises with separate ingress and egress, including Tenant and the proposed subtenant, but in any event in accordance with the Condominium Documents; provided that in the event more than two (2) Persons per floor are permitted by the Condominium Documents to occupy the Premises, Landlord agrees to enforce its rights under the Condominium Documents in accordance with Section 16.25 below and, in any event, to seek the approval of the Condominium Board. Whenever Tenant seeks Landlord's consent under this Section 14.4, Tenant shall request the consent of Landlord in writing; and such request shall be accompanied by, in addition to those items required by Section 14.3, (i) an executed copy of the proposed sublease or assignment as to which Landlord's consent is sought and, in the form attached case of an assignment, an executed copy of the assumption agreement required by Section 14.5.1, (ii) a statement setting forth in reasonable detail the identity of the proposed sublessee or assignee, as Exhibit C to this Sublease or such other form as Sublandlord, Subtenantthe case may be, and the Landlord may in their sole discretion approve. In case nature of conflict between the express provisions of this Sublease and the express provisions its business, (iii) financial statements or other evidence, reasonably satisfactory to Landlord, of the Sublease Consent, the latter shall control. 16.2 The requirement of Landlord’s execution and delivery financial condition of the Sublease Consent is referred proposed assignee and all other current financial information with respect to herein as the “Consent Condition.” Sublandlord and Subtenant shall cooperate with each other proposed assignee in attempting to satisfy the Consent Condition (without any obligation to agree to any change in the Sublease Consent from the form attached as Exhibit C to this Sublease). However, Subtenant acknowledges that Landlord has the option to terminate the Master Lease in lieu of approving this SubleaseTenant's possession, and neither Sublandlord nor Landlord shall have (iv) any liability to Subtenant if Landlord exercises such termination optionother information reasonably requested by Landlord. 16.3 If the Consent Condition is not satisfied within thirty (30) days after the Sublease Date, or if Landlord exercises its recapture rights under the Master Lease and terminates the Master Lease, this Sublease shall terminate upon the delivery of written notice by either Sublandlord or Subtenant to the other. If this Sublease is so terminated: (i) all consideration previously paid by Subtenant to Sublandlord on account of this Sublease shall be returned to Subtenant; and (ii) the parties thereupon shall be relieved of any further liability or obligation under this Sublease.

Consent by Landlord. 16.1 Although Except as specifically provided in this Sublease is Section 17, Tenant may not assign, sublet, hypothecate, or allow a presently effective and binding contract as third party to use the Premises without the express written consent of Landlord, which consent shall not be unreasonably withheld or delayed. In the Sublease Date, the creation and conveyance of event Tenant desires to assign this Lease or any subleasehold estate interest herein or other interest in or to sublet the Premises or any part thereof, Tenant shall deliver to Landlord (i) executed counterparts of any agreement and of all ancillary agreements with the Property pursuant proposed assignee/subtenant, (ii) current financial statements of the transferee covering the preceding three years, (iii) the nature of the proposed transferee's business to this Sublease is expressly conditioned upon procuring be carried on in the written consent Premises, (iv) a statement outlining all consideration to be given on account of the Transfer, and (v) a current financial statement of Tenant. Landlord may condition its approval of any Transfer on receipt of a certification from both Tenant and the proposed transferee of all consideration to be paid to Tenant in connection with such Transfer. At Landlord's request, Tenant shall also provide additional information reasonably required by Landlord to this Sublease in accordance with determine whether it will consent to the terms of the Master Lease (the “Sublease Consent”) on proposed assignment or before the 30th day after the Sublease Date, which Sublease Consent shall be in the form attached as Exhibit C to this Sublease or such other form as Sublandlord, Subtenant, and the Landlord may in their sole discretion approvesublease. In case of conflict between the express provisions of this Sublease and the express provisions of the Sublease Consent, the latter shall control. 16.2 The requirement of Landlord’s execution and delivery of the Sublease Consent is referred to herein as the “Consent Condition.” Sublandlord and Subtenant shall cooperate with each other in attempting to satisfy the Consent Condition (without any obligation to agree to any change in the Sublease Consent from the form attached as Exhibit C to this Sublease). However, Subtenant acknowledges that Landlord has the option to terminate the Master Lease in lieu of approving this Sublease, and neither Sublandlord nor Landlord shall have any liability a eight (8) business-day period following receipt of all the foregoing within which to Subtenant if notify Tenant in writing that Landlord exercises such termination option. 16.3 If the Consent Condition is not satisfied within thirty (30) days after the Sublease Date, or if Landlord exercises its recapture rights under the Master Lease and terminates the Master Lease, this Sublease shall terminate upon the delivery of written notice by either Sublandlord or Subtenant to the other. If this Sublease is so terminatedelects to: (i) terminate this Lease in the event the proposed sublease or assignment is for substantially all consideration previously paid of space in the Premises (provided, however, that Landlord shall not have the right to terminate on any sublease or assignment expiring, including any options in favor of sublessee/assignee, more than three (3) years prior to the Lease Expiration Date, including any options under this Lease which have been exercised by Subtenant Tenant); (ii) permit Tenant to Sublandlord assign or sublet such space to the named assignee/subtenant on account the terms and conditions set forth in the notice; or (iii) refuse consent. If Landlord should fail to notify Tenant in writing of this Sublease such election within the 30-day period, Landlord shall be returned deemed to Subtenanthave elected option (ii) above. In the event Landlord elects option (i) above, this Lease shall expire with respect to such part of the Premises on the date upon which the proposed sublease or transfer was to commence, and from such date forward, Base Monthly Rent and all other costs and charges shall be adjusted based upon the proportion that the rentable area of the Premises remaining bears to the total rentable area of the Buildings. In the event Landlord elects option (ii) above, Landlord's written consent to the proposed assignment or sublease shall not be unreasonably withheld, provided and upon the condition that: (i) the proposed assignee or subtenant is engaged in a business that is limited to the use expressly permitted under this Lease; and (ii) the parties thereupon proposed assignment or sublease is in form reasonably satisfactory to Landlord; (iii) the proposed sublease will not result in there being more than two (2) subtenants within the Premises at any time during the Lease Term; (iv) Tenant reimburses Landlord on demand for any reasonable costs that may be incurred by Landlord in connection with said assignment or sublease, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant and legal costs (not to exceed $2,000.00 per occurance) incurred in connection with the granting of any requested consent; and (v) Tenant shall not have advertised or publicized in any way the availability of the Premises without prior notice to Landlord. In the event all or any one of the foregoing conditions are not satisfied, Landlord shall be relieved of any further liability or obligation under this Subleaseconsidered to have acted reasonably if it withholds its consent.

Consent by Landlord. 16.1 Although Except as specifically provided in this Sublease is Pxxxxxxxx 00, Xxxxxx may not assign, sublet, hypothecate, or allow a presently effective and binding contract as third party to use or occupy the Premises without the express written consent of Landlord, which consent shall not be unreasonably withheld or delayed. In the Sublease Dateevent Tenant desires to assign this Lease or any interest herein including, the creation and conveyance of any subleasehold estate without limitation, a pledge, mortgage or other interest in hypothecation, or to sublet the Premises or any part thereof, Tenant shall deliver to Landlord (i) executed counterparts of any agreement and of all ancillary agreements with the Property pursuant proposed assignee/subtenant, (ii) current financial statements of the transferee covering the current and preceding three years, (iii) the nature of the proposed transferee’s business to this Sublease is expressly conditioned upon procuring be carried on in the written consent Premises, and (iv) a statement of all consideration to be given on account of the transfer. Landlord may condition its approval of any transfer to a certification from both Tenant and the proposed transferee of all consideration to be paid to Tenant in connection with such transfer. At Landlord’s request, Tenant shall also provide additional information reasonably required by Landlord to this Sublease in accordance with determine whether it will consent to the terms of the Master Lease (the “Sublease Consent”) on proposed assignment or before the 30th day after the Sublease Date, which Sublease Consent shall be in the form attached as Exhibit C to this Sublease or such other form as Sublandlord, Subtenant, and the Landlord may in their sole discretion approvesublease. In case of conflict between the express provisions of this Sublease and the express provisions of the Sublease Consent, the latter shall control. 16.2 The requirement of Landlord’s execution and delivery of the Sublease Consent is referred to herein as the “Consent Condition.” Sublandlord and Subtenant shall cooperate with each other in attempting to satisfy the Consent Condition (without any obligation to agree to any change in the Sublease Consent from the form attached as Exhibit C to this Sublease). However, Subtenant acknowledges that Landlord has the option to terminate the Master Lease in lieu of approving this Sublease, and neither Sublandlord nor Landlord shall have any liability a fifteen (15) day period following receipt of all the foregoing within which to Subtenant if notify Tenant in writing that Landlord exercises such termination option. 16.3 If the Consent Condition is not satisfied within thirty (30) days after the Sublease Date, or if Landlord exercises its recapture rights under the Master Lease and terminates the Master Lease, this Sublease shall terminate upon the delivery of written notice by either Sublandlord or Subtenant to the other. If this Sublease is so terminatedelects to: (i) all consideration previously paid by Subtenant permit Tenant to Sublandlord assign or sublet such space to the named assignee/subtenant on account the terms and conditions set forth in the notice; or (ii) refuse consent. If Landlord should fail to notify Tenant in writing of this Sublease such election within the fifteen (15) day period, Landlord shall be returned deemed to Subtenanthave elected option (ii) above. Landlord’s written consent to the proposed assignment or sublease shall not be unreasonably withheld. If any or any one of the following circumstances exist, Landlord shall be deemed to have acted reasonably if it denies consent: (i) the proposed assignee or subtenant is engaged in a business that is not within the use expressly permitted under this Lease or violates any exclusivity provision of another lease in the Building; and (ii) the parties thereupon shall proposed assignee or subtenant is a tenant in the building or an affiliate of such tenant or a party that Landlord or Landlord’s broker has entered into discussions with as a prospective tenant in the Building within ninety (90) days of Tenant’s proposal; (iii) Landlord has reasonably equivalent space available for rent in the Building, (iv) the proposed assignee or subtenant is not a company with sufficient financial worth and management ability to undertake the financial obligation of this Lease or Landlord has not been furnished with reasonable proof thereof; (v) the proposed assignment or sublease is not in form reasonably satisfactory to Landlord; (vi) the amount of the aggregate rent to be relieved paid by the proposed subtenant is less than the then current fair market value (based upon factors used in determining Fair Market Rental in Paragraph 46 which are applicable to the sublease and other applicable factors) ; (vii) Tenant does not reimburse Landlord on demand for all reasonable costs that may be incurred by Landlord in connection with said assignment or sublease, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant and legal costs incurred in connection with the granting of any further liability requested consent; and (viii) Tenant has publicly advertised or obligation under this Subleasepublicized the availability of the Premises without prior notice to Landlord.

Consent by Landlord. 16.1 Although In the event Tenant desires to assign this Sublease is Lease or any interest therein including without limitation, a presently effective and binding contract as of the Sublease Datepledge, the creation and conveyance of any subleasehold estate mortgage or other interest in hypothecation, or to sublet the Premises or any part thereof, Tenant shall deliver to Landlord executed counterparts of any such agreement and of all ancillary agreements with the Property pursuant to this Sublease is expressly conditioned upon procuring the written consent of proposed assignee or subtenant, financial statements, and any additional information as reasonably required by Landlord to this Sublease determine whether it will consent to the proposed assignment or sublease which consent shall not be unreasonably withheld or delayed. The notice shall give the name and current address of the proposed assignee/subtenant, proposed use of the Premises, rental rate and current financial statement; and upon request to Tenant, Landlord shall be given additional information as reasonably required by Landlord to determine whether it will consent to the proposed assignment or sublease. Landlord shall then have a period of fifteen (15) days following receipt of the foregoing agreement, statements and additional information within which to notify Tenant in accordance with writing that Landlord elects (i) to permit Tenant to assign or sublet such space to the named assignee/subtenant on the terms and conditions set forth in the notice, or (ii) to refuse consent. If Landlord should fail to notify Tenant in writing of the Master Lease such election within said fifteen (the “Sublease Consent”15) on or before the 30th day after the Sublease Dateperiod, which Sublease Consent Landlord shall be deemed to have elected option (i) above. Landlord's consent (which must be in the writing and in form attached as Exhibit C reasonably satisfactory to this Sublease or such other form as Sublandlord, Subtenant, and the Landlord may in their sole discretion approve. In case of conflict between the express provisions of this Sublease and the express provisions of the Sublease Consent, the latter shall control. 16.2 The requirement of Landlord’s execution and delivery of the Sublease Consent is referred to herein as the “Consent Condition.” Sublandlord and Subtenant shall cooperate with each other in attempting to satisfy the Consent Condition (without any obligation to agree to any change in the Sublease Consent from the form attached as Exhibit C to this Sublease). However, Subtenant acknowledges that Landlord has the option to terminate the Master Lease in lieu of approving this Sublease, and neither Sublandlord nor Landlord shall have any liability to Subtenant if Landlord exercises such termination option. 16.3 If the Consent Condition is not satisfied within thirty (30) days after the Sublease Date, or if Landlord exercises its recapture rights under the Master Lease and terminates the Master Lease, this Sublease shall terminate upon the delivery of written notice by either Sublandlord or Subtenant to the other. If this Sublease is so terminatedproposed assignment or sublease shall not be unreasonably withheld, provided and upon condition that: (i) all consideration previously paid by Subtenant the proposed assignee or subtenant is engaged in a business that is limited to Sublandlord on account of the use expressly permitted under this Sublease shall be returned to SubtenantLease; and (ii) the parties thereupon proposed assignee or subtenant is a company with sufficient financial worth and management ability to undertake the financial obligation of this Lease, and Landlord has been furnished with reasonable proof thereof; (iii) the proposed assignment or sublease shall be relieved in form reasonably satisfactory to Landlord; (iv) Tenant shall reimburse Landlord on demand for any reasonable costs that may be incurred by Landlord in connection with said assignment or sublease, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant and legal costs incurred in connection with the granting of any further liability requested consent; and (v) Tenant shall not have advertised or obligation under this Subleasepublicized in any way the availability of the Premises without prior notice to Landlord. In the event all or any one of the foregoing conditions are not satisfied, Landlord may, in its sole discretion, withhold its consent to the proposed assignment or sublease. Notwithstanding anything to the contrary set forth in the Lease, Tenant shall not be required to obtain Landlord's consent to the assignment of the Lease or the subletting of the Leased Premises or any portion thereof, to its parent, a subsidiary or any other closely related affiliate.

Consent by Landlord. 16.1 Although Except as specifically provided in Section 17.E below, Tenant may not voluntarily, involuntarily or by operation of law, assign, sell or otherwise transfer all or any part of Tenant’s interest in this Sublease is a presently effective and binding contract as Lease or in the Premises, cause or permit any part of the Sublease DatePremises to be sublet, the creation and conveyance of occupied or used by anyone other than Tenant, or permit any subleasehold estate or other person to succeed to any interest in this Lease or to the Premises or (all of the Property pursuant to this Sublease is expressly conditioned upon procuring foregoing being a “Transfer”) without the express written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. In the event Tenant desires to effectuate a Transfer, Tenant shall deliver to Landlord (i) executed counterparts of any agreement and of all ancillary agreements with the proposed transferee, (ii) current financial statements of the transferee covering the preceding three years if such statements exist and are otherwise available, (iii) the nature of the proposed transferee’s business to be carried on in the Premises, (iv) a statement outlining all consideration to be given on account of the Transfer, and (v) a current financial statement of Tenant. Landlord may condition its approval of any Transfer on receipt of a certification from both Tenant and the proposed transferee of all consideration to be paid to Tenant in connection with such Transfer. At Landlord’s request, Tenant shall also provide additional information reasonably required by Landlord to this Sublease in accordance with determine whether it will consent to the terms of the Master Lease (the “Sublease Consent”) on or before the 30th day after the Sublease Date, which Sublease Consent shall be in the form attached as Exhibit C to this Sublease or such other form as Sublandlord, Subtenant, and the Landlord may in their sole discretion approveproposed Transfer. In case of conflict between the express provisions of this Sublease and the express provisions of the Sublease Consent, the latter shall control. 16.2 The requirement of Landlord’s execution and delivery of the Sublease Consent is referred to herein as the “Consent Condition.” Sublandlord and Subtenant shall cooperate with each other in attempting to satisfy the Consent Condition (without any obligation to agree to any change in the Sublease Consent from the form attached as Exhibit C to this Sublease). However, Subtenant acknowledges that Landlord has the option to terminate the Master Lease in lieu of approving this Sublease, and neither Sublandlord nor Landlord shall have any liability a fifteen (15) day period following receipt of all the foregoing within which to Subtenant if notify Tenant in writing that Landlord exercises such termination option. 16.3 If the Consent Condition is not satisfied within thirty (30) days after the Sublease Date, or if Landlord exercises its recapture rights under the Master Lease and terminates the Master Lease, this Sublease shall terminate upon the delivery of written notice by either Sublandlord or Subtenant to the other. If this Sublease is so terminatedelects to: (i) all consideration previously paid by Subtenant terminate this Lease as to Sublandlord the portion of the Premises proposed to be transferred; (ii) permit Tenant to Transfer such space to the named transferee on account of this Sublease the terms and conditions set forth in the notice; or (iii) refuse consent, provided Landlord shall be returned required to Subtenantspecify its reasons for refusing consent. If Landlord should fail to notify Tenant in writing of such election within the aforementioned 15-day period, Landlord shall be deemed to have elected option (ii) above. In the event Landlord elects option (i) above, this Lease shall expire with respect to such part of the Premises on the date upon which the proposed Transfer was to commence, and from such date forward, Base Monthly Rent and Tenant’s allocable share of all other costs and charges shall be adjusted based upon the proportion that the rentable area of the Premises remaining bears to the total rentable area of the Building. In the event Landlord does not elect option (i) above, Landlord’s consent to the proposed Transfer shall not be unreasonably withheld, conditioned or delayed, provided and upon the condition that: (i) the proposed transferee is engaged in a business that is limited to the use expressly permitted under this Lease; and (ii) the parties thereupon proposed transferee is a company with sufficient financial worth and management ability to undertake the financial obligation of this Lease and Landlord has been furnished with reasonable proof thereof; (iii) the proposed transfer agreement, if it is a sublease, conforms to the requirements of Section 17.I below (Sublease Requirements) or if it is an assignment, is in a form reasonably satisfactory to Landlord; (iv) the proposed Transfer will not result in there being greater than two (2) subtenants or other occupants (not including employees) within the Premises at any time during the Lease Term; (v) Tenant reimburses Landlord on demand for any costs that may be incurred by Landlord in connection with said Transfer, including the costs of making investigations as to the acceptability of the proposed transferee and legal costs incurred in connection with the granting or denial of any requested consent; provided, however, that such reimbursement payment by Tenant to Landlord shall not exceed One Thousand Five Hundred and No/100 Dollars ($1,500.00) and (vi) Tenant shall not have advertised or publicized in any way the availability of the Premises without prior notice to Landlord. In the event all or any one of the foregoing conditions are not satisfied (without limiting other factors that may be considered or conditions that may be imposed by Landlord in connection with a requested Transfer), Landlord shall be relieved considered to have acted reasonably if it withholds its consent. Tenant shall not hypothecate, mortgage, pledge or otherwise encumber Tenant’s interest in this Lease or the Premises or otherwise use the Lease as a security device in any manner (all of the foregoing being an “Hypothecation”) without the consent of Landlord, which consent Landlord may withhold in its sole discretion. Tenant shall reimburse Landlord on demand for any costs that may be incurred by Landlord in connection with an Hypothecation, including legal costs incurred in connection with the granting or denial of any further requested consent. Landlord’s consent to one or more Transfers or Hypothecations shall not operate to waive Tenant’s obligation to obtain Landlord’s consent to other Transfers or Hypothecations nor constitute consent to an assignment or other Transfer following foreclosure of any permitted lien, mortgage or other encumbrance. If Tenant is a corporation, limited liability company, unincorporated association, partnership or obligation under other legal entity, the sale, assignment, transfer or hypothecation of any stock, membership or other ownership interest in such entity (whether occurring at one time or over a period of time) in the aggregate of more than fifty percent (50%) (determined cumulatively) shall be deemed an assignment of this SubleaseLease; in the case of a partnership, any withdrawal or substitution (whether occurring at one time or over a period of time) of any partners owning fifty percent (50%) or more (cumulatively) of the partnership, or the dissolution of the partnership shall be deemed an assignment of this Lease; provided that, subject to Section 17.D below, the foregoing provisions of this sentence shall not apply to a transfer of stock in a corporation whose stock is publicly traded on a public stock exchange. If Tenant is a corporation whose stock is not publicly traded on a public stock exchange, any dissolution, merger, consolidation or reorganization of Tenant shall be deemed a Transfer.

Consent by Landlord. 16.1 Although In the event Tenant desires to assign this Sublease is Lease or any interest therein including, without limitation, a presently effective and binding contract as of the Sublease Datepledge, the creation and conveyance of any subleasehold estate mortgage or other interest in hypothecation, or to sublet the Premises or the Property pursuant any part thereof, Tenant shall deliver to this Sublease is expressly conditioned upon procuring the written consent Landlord substantially complete forms of Landlord to this Sublease in accordance any such agreement and of all ancillary agreements with the terms proposed assignee or subtenant, financial statements, and any additional information as reasonably required to determine whether it will consent to the proposed assignment or sublease. The notice shall give the name and current address of the Master Lease (proposed assignee/subtenant, proposed use of the “Sublease Consent”) on or before the 30th day after the Sublease DatePremises, which Sublease Consent rental rate and current financial statement; and upon request to Tenant, Landlord shall be given additional information as reasonably required to determine whether it will consent to the proposed assignment or sublease. Landlord shall then have a period of ten (10) days following receipt of such notice within which to notify Tenant in the form attached as Exhibit C to this Sublease or such other form as Sublandlord, Subtenant, and the Landlord may in their sole discretion approve. In case of conflict between the express provisions of this Sublease and the express provisions of the Sublease Consent, the latter shall control. 16.2 The requirement of Landlord’s execution and delivery of the Sublease Consent is referred to herein as the “Consent Condition.” Sublandlord and Subtenant shall cooperate with each other in attempting to satisfy the Consent Condition (without any obligation to agree to any change in the Sublease Consent from the form attached as Exhibit C to this Sublease). However, Subtenant acknowledges writing that Landlord has the option to terminate the Master Lease in lieu of approving this Sublease, and neither Sublandlord nor Landlord shall have any liability to Subtenant if Landlord exercises such termination option. 16.3 If the Consent Condition is not satisfied within thirty (30) days after the Sublease Date, or if Landlord exercises its recapture rights under the Master Lease and terminates the Master Lease, this Sublease shall terminate upon the delivery of written notice by either Sublandlord or Subtenant to the other. If this Sublease is so terminatedelects: (i) all consideration previously paid by Subtenant to Sublandlord permit Tenant to assign or sublet such space to the named assignee/subtenant on account the terms and conditions set forth in the notice, or (ii) to refuse consent. If Landlord should fail to notify Tenant in writing of this Sublease such election within said ten (10) day period, Landlord shall be returned deemed to Subtenanthave elected option (i) above. Landlord’s consent (which must be in writing and in form reasonably satisfactory to Landlord) to the proposed assignment or sublease shall not be unreasonably withheld or delayed, provided and upon condition that: (i) The proposed assignee or subtenant is engaged in a business that is limited to the use expressly permitted under this Lease; (ii) The proposed sublease shall be in form reasonably satisfactory to Landlord; (iii) Tenant shall reimburse Landlord on demand for any reasonable costs that may be incurred by Landlord in connection with said assignment or sublease, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant and legal costs incurred in connection with the granting of any requested consent; and (iv) Tenant shall not have advertised or publicized in any way the availability of the Premises without prior notice to Landlord. Notwithstanding the provisions of this paragraph 28, Tenant may, without Landlord’s prior written consent and without Landlord’s participation in subleasing profits, sublet the Premises or assign the Lease to: (i) a subsidiary, affiliate, division or corporation controlled or under common control with Tenant; (ii) a successor corporation related to Tenant by merger, consolidation, non-bankruptcy reorganization, or government action; or (iii) a purchaser of substantially all of Tenant’s assets. For the parties thereupon purpose of this Lease, sale of Tenant’s capital stock through any public exchange shall not be relieved deemed an assignment, subletting, or any other transfer of any further liability the Lease or obligation under this Subleasethe Premises.

Consent by Landlord. 16.1 Although In the event Tenant desires to assign this Sublease is Lease or any interest therein including, without limitation, a presently effective and binding contract as of the Sublease Datepledge, the creation and conveyance of any subleasehold estate mortgage or other interest in hypothecation, or to sublet the Premises or the Property pursuant any part thereof except as set forth above with respect to this Sublease is expressly conditioned upon procuring the written consent of Permitted Transferees, Tenant shall deliver to Landlord to this Sublease in accordance with the terms copies of the Master Lease (proposed assignment or sublease, the “Sublease Consent”) on financial statements of the assignee or before the 30th day after the Sublease Date, which Sublease Consent shall be in the form attached as Exhibit C to this Sublease or such other form as Sublandlord, Subtenantsubtenant, and the any additional information as reasonably required by Landlord. Landlord may shall then have a period of ten (10) days following receipt of such notice within which to notify Tenant in their sole discretion approve. In case of conflict between the express provisions of this Sublease and the express provisions of the Sublease Consent, the latter shall control. 16.2 The requirement of Landlord’s execution and delivery of the Sublease Consent is referred to herein as the “Consent Condition.” Sublandlord and Subtenant shall cooperate with each other in attempting to satisfy the Consent Condition (without any obligation to agree to any change in the Sublease Consent from the form attached as Exhibit C to this Sublease). However, Subtenant acknowledges writing that Landlord has the option to terminate the Master Lease in lieu of approving this Sublease, and neither Sublandlord nor Landlord shall have any liability to Subtenant if Landlord exercises such termination option. 16.3 If the Consent Condition is not satisfied within thirty (30) days after the Sublease Date, or if Landlord exercises its recapture rights under the Master Lease and terminates the Master Lease, this Sublease shall terminate upon the delivery of written notice by either Sublandlord or Subtenant to the other. If this Sublease is so terminated: elects (i) all consideration previously paid by Subtenant to Sublandlord on account of this Sublease shall be returned permit Tenant to Subtenantassign or sublet such space to the named assignee/subtenant; and or (ii) the parties thereupon to refuse consent, provided Landlord shall not unreasonably refuse such consent. If Landlord should fail to notify Tenant in writing of such election within said ten (10) day period, Landlord shall be relieved deemed to have elected option (i) above. No assignment or subletting by Tenant shall relieve Tenant of any further liability or obligation under this Sublease.Lease. Landlord's consent to the proposed assignment or sublease shall not be unreasonably withheld or delayed, provided and upon the following conditions: A. The proposed uses shall not violate Laws; B. The proposed assignee or subtenant has sufficient financial worth to undertake the responsibility involved under the assignment or sublease, and Landlord has been furnished with reasonable proof thereof; and