Common use of Consent of Landlord Clause in Contracts

Consent of Landlord. Tenant shall not assign this Lease, or sublet the Leased Premises, or any part thereof, without Landlord's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, Tenant shall have the right to sublet up to fifty percent (50%) of the total rentable square feet contained within the Leased Premises without the necessity of obtaining Landlord's prior consent and without releasing the Tenant from liability under this Lease. Prior to any sublease or assignment, Tenant shall first notify Landlord in writing of its election to sublease all or a portion of the Leased Premises or to assign this Lease or any interest hereunder, and shall provide Landlord current financial information and other information requested by Landlord regarding the proposed assignee or subtenant. At any time within fifteen (15) days after service of said notice and delivery of such information, Landlord shall notify Tenant that it consents or refuses to consent to the sublease or assignment. Landlord shall not have the right to recapture any sublease or assignment space. Any denial of such sublease or assignment by Landlord as hereinabove provided must be predicated upon a "commercially reasonable basis" for such denial. Tenant shall retain any profits paid in connection with a sublease or assignment in excess of Tenant's Base Rent obligations hereunder, which profits shall be calculated after deducting all costs incurred by Tenant in connection with the space subject to the transfer, which shall include, but not be limited to, tenant improvements, leasing commissions and the time to sublease and remodel the Leased Premises. Any assignment or subletting shall not release Tenant of its liability under this Lease nor permit any subsequent assignment, subletting or other prohibited act, unless specifically provided in such consent. Within thirty (30) days of any assignment or subletting, Tenant shall provide to Landlord executed copies of all assignment or subleasing documents.

Consent of Landlord. Tenant Pursuant to a Consent to Sublease dated as of December 11, 2013 among Landlord, Subtenant and Sublandlord (“Consent to Original Sublease”), Landlord granted its consent to the Original Sublease. The sublease of the Additional Subleased Premises to Subtenant pursuant to this Second Amendment is subject to the consent of Landlord and this Second Amendment. Sublandlord shall not assign request and use commercially reasonable and diligent efforts to procure the consent of Landlord to this Lease, or sublet the Leased Premises, or any part thereof, without Landlord's prior written consentSecond Amendment, which consent shall by Landlord may be given in the form of an amendment to the previously executed Consent to Original Sublease. Sublandlord agrees to submit a copy of this Second Amendment and request Landlord’s consent thereto promptly after the full execution and delivery hereof. In the event that this Sublease is not approved by Landlord within sixty (60) days after the date of this Second Amendment, Subtenant may cancel this Second Amendment by written notice to Sublandlord, provided that said written notice is given prior to the date that Landlord approves this Second Amendment. In connection with seeking Landlord’s approval of this Second Amendment (i) either or both parties agree to make such reasonable modifications to this Second Amendment as may be unreasonably withheld, conditioned or delayed; provided, however, Tenant shall have the right to sublet up to fifty percent (50%) of the total rentable square feet contained within the Leased Premises without the necessity of obtaining Landlord's prior consent and without releasing the Tenant from liability under this Lease. Prior to any sublease or assignment, Tenant shall first notify Landlord in writing of its election to sublease all or a portion of the Leased Premises or to assign this Lease or any interest hereunder, and shall provide Landlord current financial information and other information requested by Landlord regarding the proposed assignee or subtenant. At any time within fifteen (15) days after service of said notice and delivery as conditions to approval, so long as none of such informationmodifications adversely affect in a material way the economic terms of this Second Amendment, Landlord increase in a material way the liability of either party hereunder, or adversely affect Subtenant’s rights hereunder, including without limitation, Subtenant’s right to receive services from Landlord, and (ii) Sublandlord shall notify Tenant that it consents or refuses be permitted to consent deliver to the sublease Landlord any financial statements of Subtenant or assignment. others which Subtenant shall deliver to Sublandlord, provided Landlord shall not have the right executes a non-disclosure agreement reasonably acceptable to recapture any sublease or assignment space. Any denial of such sublease or assignment by Landlord as hereinabove provided must be predicated upon a "commercially reasonable basis" for such denial. Tenant shall retain any profits paid in connection with a sublease or assignment in excess of Tenant's Base Rent obligations hereunder, which profits shall be calculated after deducting all costs incurred by Tenant in connection with the space subject to the transfer, which shall include, but not be limited to, tenant improvements, leasing commissions and the time to sublease and remodel the Leased Premises. Any assignment or subletting shall not release Tenant of its liability under this Lease nor permit any subsequent assignment, subletting or other prohibited act, unless specifically provided in such consent. Within thirty (30) days of any assignment or subletting, Tenant shall provide to Landlord executed copies of all assignment or subleasing documentsSubtenant.

Consent of Landlord. Notwithstanding the provisions of Section 12.1 above, but subject to the provisions of this Section 12.4 and the provisions of Sections 12.6 and 12.7 below, in the event that Landlord shall not have exercised the termination right as set forth in Section 12.3, or shall have failed to give any or timely notice under Section 12.3, then for a period of ninety (90) days (i) after the receipt of Landlord’s notice stating that Landlord does not elect the termination right, or (ii) after the expiration of the Acceptance Period, in the event Landlord shall not give any or timely notice under Section 12.3 as the case may be, Tenant shall not have the right to assign this Lease, Lease or sublet the Leased Premiseswhole or a portion of the Premises in accordance with the Proposed Transfer Notice provided that, or any part thereofin each instance, without Landlord's Tenant first obtains the express prior written consentconsent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Without limiting the foregoing standard, Landlord shall not be deemed to be unreasonably withholding its consent to such a proposed assignment or subleasing if: (A) the proposed assignee or subtenant is a tenant in the Office Area or elsewhere in the Project if Landlord has, or reasonably expects to have within six (6) months thereafter, comparable space available in the Office Area, or is (or within the previous sixty (60) days has been) in active negotiation with Landlord or an affiliate of Landlord for premises in the Office Area or elsewhere in the Project or is not of a character consistent with the operation of a first class mixed-use office building (by way of example Landlord shall not be deemed to be unreasonably withholding its consent to an assignment or subleasing to any governmental or quasi-governmental agency), or (B) the proposed assignee or subtenant is not of good character and reputation, or (C) the proposed assignee or subtenant does not possess adequate financial capability to perform Tenant obligations as and when due or required, or (D) the assignee or subtenant proposes to use the Premises (or part thereof) for a purpose other than the purpose for which the Premises may be used as stated in Section 1.2 hereof, or (E) the character of the business to be conducted or the proposed use of the Premises by the proposed subtenant or assignee shall (i) be likely to materially increase Operating Expenses for the Office Area beyond that which Landlord now incurs for use by Tenant; (ii) be likely to materially increase the burden on elevators or other Office Area systems or equipment over the burden prior to such proposed subletting or assignment; or (iii) violate any provisions or restrictions contained herein relating to the use or occupancy of the Premises, or (F) there shall be existing an Event of Default (defined in Section 15.1), or (G) Tenant shall not publically advertise the proposed rent and other charges to be payable by the proposed assignee or subtenant as less than the market rent and other charges for first class mixed-use office space for properties of a similar character in the market area in which the Project is located, or (H) any part of the rent payable under the proposed assignment or sublease shall be based in whole or in part on the income or profits derived from the Premises or if any proposed assignment or sublease shall potentially have any adverse effect on the real estate investment trust qualification requirements applicable to Landlord and its affiliates, or (I) the holder of any mortgage or ground lease on property which includes the Premises does not approve of the proposed assignment or sublease (to the extent such approval is required), or (J) due to the identity or business of a proposed assignee or subtenant, such approval would cause Landlord to be in violation of any covenant or restriction contained in another lease or other agreement affecting space in the Office Area or elsewhere in the Project. If Landlord shall consent to the proposed assignment or subletting, as the case may be, then, in such event, Tenant may thereafter sublease or assign pursuant to Tenant’s notice, as given hereunder; provided, however, Tenant that if such assignment or sublease shall have the right not be executed and delivered to sublet up to fifty percent Landlord within one hundred twenty (50%) of the total rentable square feet contained within the Leased Premises without the necessity of obtaining Landlord's prior consent and without releasing the Tenant from liability under this Lease. Prior to any sublease or assignment, Tenant shall first notify Landlord in writing of its election to sublease all or a portion of the Leased Premises or to assign this Lease or any interest hereunder, and shall provide Landlord current financial information and other information requested by Landlord regarding the proposed assignee or subtenant. At any time within fifteen (15120) days after service the date of said notice and delivery of such informationLandlord’s consent, Landlord shall notify Tenant that it consents or refuses to the consent to the sublease or assignment. Landlord shall not have the right to recapture any sublease or assignment space. Any denial of such sublease or assignment by Landlord as hereinabove provided must be predicated upon a "commercially reasonable basis" for such denial. Tenant shall retain any profits paid in connection with a sublease or assignment in excess of Tenant's Base Rent obligations hereunder, which profits shall be calculated after deducting all costs incurred by Tenant in connection with the space subject to the transfer, which shall include, but not be limited to, tenant improvements, leasing commissions deemed null and void and the time to sublease and remodel the Leased Premises. Any assignment or subletting provisions of Section 12.2 shall not release Tenant of its liability under this Lease nor permit any subsequent assignment, subletting or other prohibited act, unless specifically provided in such consent. Within thirty (30) days of any assignment or subletting, Tenant shall provide to Landlord executed copies of all assignment or subleasing documentsbe applicable.

Consent of Landlord. Notwithstanding the provisions of Section 5A.1 above, but subject to the provisions of this Section 5A.4 and the provisions of Sections 5A.5, 5A.6 and 5A.7 below, in the event that Landlord shall not have exercised the termination right as set forth in Section 5A.3, or shall have failed to give any or timely notice under Section 5A.3, then for a period of one hundred eighty (180) days (i) after the receipt of Landlord’s notice stating that Landlord does not elect the termination right, or (ii) after the expiration of the Acceptance Period, in the event Landlord shall not give any or timely notice under Section 5A.3 as the case may be, Tenant shall not have the right to assign this Lease, Lease or sublet the Leased PremisesPremises in accordance with the Proposed Transfer Notice provided that, or any part thereofin each instance, without Landlord's Tenant first obtains the express prior written consentconsent of Landlord, which consent shall not be unreasonably withheld, conditioned withheld or delayed; provided. It is understood and agreed that Landlord’s consent shall be deemed given hereunder if Landlord shall fail to respond to a Proposed Transfer Notice meeting the requirements of Section 5A.5 below within ten (10) business days after receipt thereof from Tenant. Without limiting the foregoing standard, however, Tenant Landlord shall have the right not be deemed to sublet up be unreasonably withholding its consent to fifty percent such a proposed assignment or subleasing if: (50%a) of the total rentable square feet contained within the Leased Premises without the necessity of obtaining Landlord's prior consent and without releasing the Tenant from liability under this Lease. Prior to any sublease or assignment, Tenant shall first notify Landlord in writing of its election to sublease all or a portion of the Leased Premises or to assign this Lease or any interest hereunder, and shall provide Landlord current financial information and other information requested by Landlord regarding the proposed assignee or subtenant. At any time within fifteen subtenant is a tenant in the Building or is in active negotiation with Landlord and Landlord has existing space that satisfies such party’s needs, or (15b) days after service the proposed assignee or subtenant is not of said notice and delivery a character consistent with the operation of such information, Landlord shall notify Tenant that it consents or refuses to consent to the sublease or assignment. a first class office building (by way of example Landlord shall not have the right be deemed to recapture any sublease or assignment space. Any denial of such sublease or assignment by Landlord as hereinabove provided must be predicated upon a "commercially reasonable basis" for such denial. Tenant shall retain any profits paid in connection with a sublease or assignment in excess of Tenant's Base Rent obligations hereunder, which profits shall be calculated after deducting all costs incurred by Tenant in connection with the space subject unreasonably withholding its consent to the transfer, which shall include, but not be limited to, tenant improvements, leasing commissions and the time to sublease and remodel the Leased Premises. Any assignment or subletting shall not release Tenant of its liability under this Lease nor permit any subsequent assignment, subletting or other prohibited act, unless specifically provided in such consent. Within thirty (30) days of any assignment or subletting, Tenant shall provide to Landlord executed copies of all an assignment or subleasing documentsto any governmental or quasi-governmental agency), or (c) giving appropriate weight, if applicable, to the fact that Tenant will nevertheless remain liable under this Lease, the proposed assignee or subtenant does not possess adequate financial capability to assure the performance of the Tenant obligations as and when due or required, or (d) the assignee or subtenant proposes to use the Premises (or part thereof) for a purpose other than the purpose for which the Premises may be used as stated in Section 1.1 hereof, or (e) the character of the business to be conducted or the proposed use of the Premises by the proposed subtenant or assignee shall (i) be likely to materially increase Landlord’s Operating Expenses beyond that which Landlord now incurs for use by Tenant; (ii) be likely to materially increase the burden on elevators or other Building systems or equipment over the burden prior to such proposed subletting or assignment; or (iii) materially violate or be likely to materially violate any provisions or restrictions contained herein relating to the use or occupancy of the Premises, or (f) there shall be existing a monetary or material non-monetary Event of Default (defined in Section 7.1), or (g) any part of the rent payable under the proposed assignment or sublease shall be based in whole or in part on the income or profits derived from the Premises or if any proposed assignment or sublease shall potentially have any adverse effect on the real estate investment trust qualification requirements applicable to Landlord and its affiliates.

Consent of Landlord. Tenant shall not assign this LeaseSublandlord and Subtenant each understand, or sublet acknowledge and agree that Section 14 “Assignment and Subletting” of the Leased Premises, or any part thereof, without Landlord's Master Lease requires Sublandlord to obtain the prior written consentconsent of Master Landlord to this Sublease. Sublandlord shall solicit Master Landlord’s consent to this Sublease, which consent shall not be unreasonably withheldwhich: (a) unless waived by both parties, conditioned or delayed; provided, however, Tenant shall have must include Master Landlord’s agreement to fund the right to sublet up to fifty percent (50%) of the total rentable square feet contained within the Leased Premises without the necessity of obtaining Landlord's prior consent and without releasing the Tenant from liability under this Lease. Prior to any sublease or assignment, Tenant shall first notify Landlord in writing of its election to sublease all or a remaining portion of the Leased Premises Tenant Improvement Allowance under the Master Lease in the amount of $587,643.84 directly to Subtenant pursuant to the provisions of Section 17 above or to assign this Lease or any interest hereunderother reasonably acceptable mechanism, and shall provide (b) unless waived by Subtenant, must include Master Landlord’s (i) approval of Subtenant’s plans for the Tenant Improvements attached hereto as Exhibit C, (ii) approval of Subtenant’s proposed architect and contractor, (iii) agreement that such Tenant Improvements do not need to be restored or removed at the end of the Term, and that no bonds will be required, (iv) agreement that it will charge an oversight fee as described in Section 17 above rather than any amounts provided under Section 8 of the Master Lease, (v) agreement that the release and waiver of subrogation in Section 10.5 of the Master Lease applies as between Subtenant and Master Landlord, (vi) agreement to the last sentence of Section 10 above, and (vii) agreement that Master Landlord current financial information will insure and other information requested by Landlord regarding restore after a casualty (unless the proposed assignee or subtenant. At any time within fifteen (15Master Lease is terminated) days after service of said notice the initial Tenant Improvements under the Master Lease, promptly following the execution and delivery of such information, Landlord shall notify Tenant that it consents or refuses to this Sublease by Sublandlord and Subtenant. In the event Master Landlord’s written consent to this Sublease, inclusive of all of the sublease or assignment. Landlord shall items set forth in subparts (a) and (b) (i) through (vii) above (unless waived as set forth above), has not have the right to recapture any sublease or assignment space. Any denial of such sublease or assignment by Landlord as hereinabove provided must be predicated upon a "commercially reasonable basis" for such denial. Tenant shall retain any profits paid in connection with a sublease or assignment in excess of Tenant's Base Rent obligations hereunder, which profits shall be calculated after deducting all costs incurred by Tenant in connection with the space subject to the transfer, which shall include, but not be limited to, tenant improvements, leasing commissions and the time to sublease and remodel the Leased Premises. Any assignment or subletting shall not release Tenant of its liability under this Lease nor permit any subsequent assignment, subletting or other prohibited act, unless specifically provided in such consent. Within been obtained within thirty (30) days after the execution hereof, then this Sublease may be terminated by either party hereto upon notice to the other prior to receipt of such consent, and upon such termination neither party hereto shall have any assignment further rights against or sublettingobligations to the other party hereto. Subtenant agrees that Sublandlord’s obtaining the Master Landlord’s prior written consent to this Sublease is a condition precedent to the commencement of this Sublease and Sublandlord’s obligations hereunder. The full execution and delivery by Master Landlord, Tenant Sublandlord and Subtenant of Master Landlord’s consent form shall provide to Landlord executed copies be deemed the satisfaction or waiver by both parties of all assignment or subleasing documentsthe items set forth in subparts (a) and (b) above.

Consent of Landlord. In the event that Landlord shall not have exercised the termination or suspension right as set forth in Section 11.3; then for a period of one hundred twenty (120) days after the earlier of (i) the receipt of Landlord’s notice stating that Landlord does not elect the termination or suspension right or (ii) the expiration of the Acceptance Period, Tenant shall not have the right to assign this Lease, Lease or sublet the Leased Premisesportion of the Premises designated in the Recapture Offer, or any part thereofprovided that, without Landlord's in each instance, Tenant first obtains the prior written consentconsent of Landlord, which consent shall not be unreasonably withheld, conditioned withheld or delayed; provided, however, Tenant shall have the right to sublet up to fifty percent (50%) of the total rentable square feet contained within the Leased Premises without the necessity of obtaining Landlord's prior consent and without releasing the Tenant from liability under this Lease. Prior to any sublease or assignment, Tenant shall first notify Landlord in writing of its election to sublease all or a portion of the Leased Premises or to assign this Lease or any interest hereunder, and shall provide Landlord current financial information and other information requested by Landlord regarding the proposed assignee or subtenant. At any time within fifteen (15) days after service of said notice and delivery of such information, Landlord shall notify Tenant that it consents or refuses to consent to the sublease or assignment. Landlord shall not have the right respond in writing to recapture any sublease or assignment space. Any denial of such sublease or assignment by Landlord as hereinabove provided must be predicated upon request for Landlord’s consent to a "commercially reasonable basis" for such denial. Tenant shall retain any profits paid in connection with a sublease or assignment in excess of Tenant's Base Rent obligations hereunder, which profits shall be calculated after deducting all costs incurred by Tenant in connection with the space subject to the transfer, which shall include, but not be limited to, tenant improvements, leasing commissions and the time to sublease and remodel the Leased Premises. Any proposed assignment or subletting shall not release Tenant of its liability under this Lease nor permit any subsequent assignment, subletting sublease on or other prohibited act, unless specifically provided in such consent. Within before the date thirty (30) days of any after Landlord receives Tenant’s written request therefor, together with a complete Proposed Transfer Notice with respect to such proposed assignment or sublettingsublease as defined in Section 11.5. Without limiting the foregoing, Tenant Landlord shall provide not be deemed to Landlord executed copies of all be unreasonably withholding its consent to such a proposed assignment or subleasing documentsif: (a) the proposed assignee or subtenant is a tenant in the Building or is (or within the previous sixty (60) days has been) in active negotiation with Landlord for premises in the Building or is not of a character consistent with the operation of a first-class office building (by way of example Landlord shall not be deemed to be unreasonably withholding its consent to an assignment or subleasing to any governmental or quasi-governmental agency), or (b) the proposed assignee or subtenant is not of good character and reputation, or (c) the proposed assignee or subtenant does not possess adequate financial capability to perform the Tenant obligations as and when due or required, or (d) the assignee or subtenant proposes to use the Premises (or part thereof) for a purpose other than the Permitted Use, or (e) the character of the business to be conducted or the proposed use of the Premises by the proposed subtenant or assignee shall be likely to increase the burden on elevators or other Building systems or equipment over the burden prior to such proposed subletting or assignment, or (f) there shall exist a monetary or material non-monetary Event of Default. This Section 11.4 shall not be applicable to an assignment or sublease pursuant to Section 11.2.

Consent of Landlord. Tenant This Sublease is subject to the consent of Landlord. Sublandlord shall utilize commercially reasonable and diligent efforts to procure the consent of Landlord within the time required by this Sublease and Subtenant shall reasonably cooperate in that effort. Sublandlord agrees to submit a copy of this Sublease and request Landlord’s consent thereto promptly after the full execution and delivery hereof. In the event that this Sublease is not assign approved by Landlord within forty five (45) days from the date of this LeaseSublease, either of Sublandlord or sublet Subtenant may cancel this Sublease by written notice to the Leased Premisesother party, or any part thereof, without Landlord's provided that said written notice is given prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, Tenant shall have to the right delivery to sublet up to fifty percent (50%) the canceling party of the total rentable square feet contained within the Leased Premises without the necessity approval of obtaining this Sublease by Landlord's prior consent and without releasing the Tenant from liability under . In connection with seeking Landlord’s approval of this Lease. Prior Sublease (i) either or both parties agree to any sublease or assignment, Tenant shall first notify Landlord in writing of its election make such reasonable modifications to sublease all or a portion of the Leased Premises or to assign this Lease or any interest hereunder, and shall provide Landlord current financial information and other information Sublease as may be requested by Landlord regarding the proposed assignee or subtenant. At any time within fifteen (15) days after service of said notice and delivery as conditions to approval, so long as none of such informationmodifications adversely affect in a material way the economic terms of this Sublease, increase in a material way the liability of either party hereunder, or adversely affect Subtenant’s rights hereunder, including without limitation, Subtenant’s right to receive services from Landlord, and (ii) Sublandlord shall be permitted to deliver to the Landlord any financial statements of Subtenant or others which Subtenant shall notify Tenant deliver to Sublandlord, provided Landlord executes a non disclosure agreement reasonably acceptable to Subtenant. It is contemplated that it consents Sublandlord, Subtenant, and Landlord will enter into a Consent to Sublease (“Consent”) dated on or refuses after the date of this Sublease pursuant to which Landlord will consent to the sublease or assignment. Landlord shall not have the right to recapture any sublease or assignment space. Any denial of such sublease or assignment by Landlord as hereinabove provided must be predicated upon a "commercially reasonable basis" for such denial. Tenant shall retain any profits paid in connection with a sublease or assignment in excess of Tenant's Base Rent obligations hereunderthis Sublease, which profits shall be calculated after deducting all costs incurred by Tenant in connection with the space subject to the transferterms and provisions of the Consent, a sample form of which shall include, but not be limited to, tenant improvements, leasing commissions Consent is attached hereto as Exhibit C and the time to sublease and remodel the Leased Premises. Any assignment or subletting shall not release Tenant of its liability under incorporated herein by this Lease nor permit any subsequent assignment, subletting or other prohibited act, unless specifically provided in such consent. Within thirty (30) days of any assignment or subletting, Tenant shall provide to Landlord executed copies of all assignment or subleasing documentsreference.

Consent of Landlord. Notwithstanding the provisions of Section 12.1 above, but subject to the provisions of this Section 12.4 and the provisions of Sections 12.6 and 12.7 below, in the event that Landlord shall not have exercised the termination right as set forth in Section 12.3, or shall have failed to give any or timely notice under Section 12.3, then for a period of ninety (90) days (i) after the receipt of Landlord’s notice stating that Landlord does not elect the termination right, or (ii) after the expiration of the Acceptance Period, in the event Landlord shall not give any or timely notice under Section 12.3 as the case may be, Tenant shall not have the right to assign this Lease, Lease or sublet the Leased Premiseswhole (but not part) of the Premises in accordance with the Proposed Transfer Notice provided that, or any part thereofin each instance, without Landlord's Tenant first obtains the express prior written consentconsent of Landlord, which consent shall not be unreasonably withheld, conditioned withheld or delayed. Without limiting the foregoing standard, Landlord shall not be deemed to be unreasonably withholding its consent to such a proposed assignment or subleasing if: (a) the proposed assignee or subtenant is an occupant of the Building or elsewhere in the Prudential Center or is (or within the previous sixty (60) days has been) in active negotiation with Landlord or an affiliate of Landlord for premises in the Building or elsewhere in the Prudential Center or is not of a character consistent with the operation of a first class office building (by way of example Landlord shall not be deemed to be unreasonably withholding its consent to an assignment or subleasing to any governmental or quasi-governmental agency), or (b) the proposed assignee or subtenant is not of good character and reputation, or (c) the proposed assignee or subtenant does not possess adequate financial capability to perform the Tenant obligations as and when due or required, or (d) the assignee or subtenant proposes to use the Premises (or part thereof) for a purpose other than the purpose for which the Premises may be used as stated in Section 1.1 hereof, or (e) the character of the business to be conducted or the proposed use of the Premises by the proposed subtenant or assignee shall (i) be likely to increase Operating Expenses for the Building beyond that which Landlord now incurs for use by Tenant; (ii) be likely to increase the burden on elevators or other Building systems or equipment over the burden generated by normal and customary office usage; or (iii) violate or be likely to violate any provisions or restrictions contained herein relating to the use or occupancy of the Premises, or (f) there shall be existing an Event of Default (defined in Section 15.1) or there have been three (3) or more Event of Default occurrences during the Lease Term, or (g) the proposed rent and other charges to be payable by the proposed assignee or subtenant are less than the market rent and other charges for first class office space for properties of a similar character in the Boston Downtown market, or (h) any part of the rent payable under the proposed assignment or sublease shall be based in whole or in part on the income or profits derived from the Premises or if any proposed assignment or sublease shall potentially have any adverse effect on the real estate investment trust qualification requirements applicable to Landlord and its affiliates, or (i) the holder of any mortgage or ground lease on property which includes the Premises does not approve of the proposed assignment or sublease, or (j) due to the identity or business of a proposed assignee or subtenant, such approval would cause Landlord to be in violation of any covenant or restriction contained in another lease or other agreement affecting space in the Building or elsewhere in the Prudential Center. If Landlord shall consent to the proposed assignment or subletting, as the case may be, then, in such event, Tenant may thereafter sublease (the whole but not part of the Premises) or assign pursuant to Tenant’s notice, as given hereunder; provided, however, Tenant that if such assignment or sublease shall have the right not be executed and delivered to sublet up to fifty percent Landlord within ninety (50%) of the total rentable square feet contained within the Leased Premises without the necessity of obtaining Landlord's prior consent and without releasing the Tenant from liability under this Lease. Prior to any sublease or assignment, Tenant shall first notify Landlord in writing of its election to sublease all or a portion of the Leased Premises or to assign this Lease or any interest hereunder, and shall provide Landlord current financial information and other information requested by Landlord regarding the proposed assignee or subtenant. At any time within fifteen (1590) days after service the date of said notice and delivery of such informationLandlord’s consent, Landlord shall notify Tenant that it consents or refuses to the consent to the sublease or assignment. Landlord shall not have the right to recapture any sublease or assignment space. Any denial of such sublease or assignment by Landlord as hereinabove provided must be predicated upon a "commercially reasonable basis" for such denial. Tenant shall retain any profits paid in connection with a sublease or assignment in excess of Tenant's Base Rent obligations hereunder, which profits shall be calculated after deducting all costs incurred by Tenant in connection with the space subject to the transfer, which shall include, but not be limited to, tenant improvements, leasing commissions deemed null and void and the time to sublease and remodel the Leased Premises. Any assignment or subletting provisions of Section 12.2 shall not release Tenant of its liability under this Lease nor permit any subsequent assignment, subletting or other prohibited act, unless specifically provided in such consent. Within thirty (30) days of any assignment or subletting, Tenant shall provide to Landlord executed copies of all assignment or subleasing documentsbe applicable.

Consent of Landlord. Tenant Anything contained in this Sublease to the contrary notwithstanding, this Sublease is subject to the written consent ("Consent") of Landlord to this Sublease, and notwithstanding the execution of this Sublease by the parties hereto, the term of this Sublease shall not assign this Lease, or sublet the Leased Premises, or any part thereof, without commence until Sublandlord receives Landlord's prior written consentConsent. Subtenant agrees to provide to Landlord promptly, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, Tenant shall have the right to sublet up to fifty percent (50%) of the total rentable square feet contained within the Leased Premises without the necessity of obtaining Landlord's prior consent and without releasing the Tenant from liability under this Lease. Prior to any sublease or assignment, Tenant shall first notify Landlord in writing of its election to sublease all or a portion of the Leased Premises or to assign this Lease or any interest hereunder, and shall provide Landlord current financial information and other information of Subtenant reasonably requested by Landlord regarding the proposed assignee or subtenant. At any time within fifteen (15) days after service of said notice and delivery of such information, Landlord shall notify Tenant that it consents or refuses to consent to the sublease or assignment. Landlord shall not have the right to recapture any sublease or assignment space. Any denial of such sublease or assignment by Landlord as hereinabove provided must be predicated upon a "commercially reasonable basis" for such denial. Tenant shall retain any profits paid in connection with a sublease or assignment in excess of Tenant's Base Rent obligations hereunder, which profits shall be calculated after deducting all costs incurred by Tenant in connection with the space subject issuance of such consent or evaluation of Subtenant. If Landlord fails to deliver the transferConsent, which shall includeon Landlord's standard form and otherwise reasonably satisfactory to Sublandlord and Subtenant, but not be limited to, tenant improvements, leasing commissions and the time to sublease and remodel the Leased Premises. Any assignment or subletting shall not release Tenant of its liability under this Lease nor permit any subsequent assignment, subletting or other prohibited act, unless specifically provided in such consent. Within within thirty (30) days of any assignment or subletting, Tenant shall provide after this Sublease is submitted to Landlord executed copies for its consent by Sublandlord (provided such delay is not caused by Subtenant's failure to submit information requested by Landlord, in which event such thirty (30) day period shall be extended one (1) day for each day of delay caused by Subtenant's failure to provide such information), Subtenant shall have the right, commencing on the thirty first (31st) day, to terminate this Sublease by providing not less than five (5) days' prior written notice to Sublandlord prior to receipt of the Consent by Sublandlord. Upon the expiration of such five (5) day period, provided Landlord's Consent has not been obtained, this Lease shall terminate, Subtenant shall receive a refund of all assignment amounts paid by Subtenant to Sublandlord on account of this Sublease, without any deduction or subleasing documentssetoff whatsoever and there shall be no further liability on the part of Sublandlord or Subtenant under this Sublease. Sublandlord agrees to deliver a fully executed copy of this Sublease to Landlord for Landlord's consent (with a copy to Subtenant), within three (3) business days after Sublandlord's receipt of an original of this Sublease executed by Subtenant. Landlord's Consent shall be obtained by Sublandlord at no cost or expense to Subtenant.

Consent of Landlord. Tenant Notwithstanding anything contained herein to the contrary, the parties agree that the effectiveness of this Sublease and Subtenant's right to possession of the Premises are conditioned upon receipt of both Landlord's and Tenant’s written consent to this Sublease sufficient to satisfy the requirements for such consent under the Lease (including without limitation Article 14 thereof) (collectively the "Landlord's Consent"). Promptly following delivery of an executed original of this Sublease by Subtenant to Sublandlord, Sublandlord will request Landlord's Consent, and Sublandlord shall not assign this use commercially reasonable efforts to obtain Landlord's Consent. Sublandlord shall pay any fees connected with obtaining Landlord's Consent required by the Lease, or sublet the Leased Premises, or any part thereofincluding, without limitation, those fees set forth in Section 14(D) of the Lease. Subtenant shall promptly deliver to Sublandlord any information reasonably requested by Landlord in connection with its approval of this Sublease including without limitation with respect to the nature and operation of Subtenant's business and/or the financial condition of Subtenant, in such forms as Subtenant currently maintains in the ordinary course of Subtenant's business and at no cost to Subtenant. If Sublandlord does not obtain Landlord's Consent on or within forty-five (45) days following submission of the fully executed Sublease Agreement and Landlord s Consent, Subtenant and Sublandlord shall each have the right to terminate this Sublease at any time thereafter upon thirty (30) days' prior written consent, which consent shall not be unreasonably withheld, conditioned or delayednotice to the other party; provided, however, Tenant shall have the party exercising such right to sublet up to fifty percent (50%) of may nullify the total rentable square feet contained within foregoing termination in the Leased Premises without the necessity of obtaining event Sublandlord obtains Landlord's Consent prior consent and without releasing to the Tenant from liability under this Lease. Prior to any sublease or assignment, Tenant shall first notify Landlord in writing of its election to sublease all or a portion of the Leased Premises or to assign this Lease or any interest hereunder, and shall provide Landlord current financial information and other information requested by Landlord regarding the proposed assignee or subtenant. At any time within fifteen (15) days after service of said notice and delivery expiration of such information, Landlord shall notify Tenant that it consents or refuses to consent to the sublease or assignment. Landlord shall not have the right to recapture any sublease or assignment space. Any denial of such sublease or assignment by Landlord as hereinabove provided must be predicated upon a "commercially reasonable basis" for such denial. Tenant shall retain any profits paid in connection with a sublease or assignment in excess of Tenant's Base Rent obligations hereunder, which profits shall be calculated after deducting all costs incurred by Tenant in connection with the space subject to the transfer, which shall include, but not be limited to, tenant improvements, leasing commissions and the time to sublease and remodel the Leased Premises. Any assignment or subletting shall not release Tenant of its liability under this Lease nor permit any subsequent assignment, subletting or other prohibited act, unless specifically provided in such consent. Within thirty (30) days day termination notice period. In the event this Sublease is terminated pursuant to this Section 23, then Sublandlord shall return the Letter of Credit and refund to Subtenant any assignment or sublettingRents deposited pursuant to this Sublease and, Tenant after such amounts, if any, have been refunded, neither the Sublandlord nor the Subtenant will have any further obligations under this Sublease. In connection with requesting such Landlord's Consent, Sublandlord shall provide (i) except as specifically provided otherwise herein, have no liability to Subtenant in the event that Landlord does not give Landlord's Consent, and (ii) not be required to pay any consideration to Landlord executed copies of all assignment in order to obtain such Landlord's Consent or subleasing documentsto commence a legal proceeding against Landlord.

Consent of Landlord. Notwithstanding the provisions of Section 12.1 above, but subject to the provisions of this Section 12.4 and the provisions of Sections 12.6 and 12.7 below, in the event that Landlord shall not have exercised the termination right as set forth in Section 12.3, or shall have failed to give any or timely notice under Section 12.3, then for a period of ninety (90) days (i) after the receipt of Landlord’s notice stating that Landlord does not elect the termination right, or (ii) after the expiration of the Acceptance Period, in the event Landlord shall not give any or timely notice under Section 12.3 as the case may be, Tenant shall not have the right to assign this Lease, Lease or sublet the Leased Premiseswhole (but not part) of the Premises in accordance with the Proposed Transfer Notice provided that, or any part thereofin each instance, without Landlord's Tenant first obtains the express prior written consentconsent of Landlord, which consent shall not be unreasonably withheld, conditioned withheld or delayed. Without limiting the foregoing standard, Landlord shall not be deemed to be unreasonably withholding its consent to such a proposed assignment or subleasing if: (a) the proposed assignee or subtenant is an occupant of the Building or is (or within the previous sixty (60) days has been) in active negotiation with Landlord or an affiliate of Landlord for premises in the Building or is not of a character consistent with the operation of a first class office building (by way of example Landlord shall not be deemed to be unreasonably withholding its consent to an assignment or subleasing to any governmental or quasi-governmental agency), or (b) the proposed assignee or subtenant is not of good character and reputation, or (c) the proposed assignee or subtenant does not possess adequate financial capability to perform Tenant’s obligations as and when due or required, or (d) the assignee or subtenant proposes to use the Premises (or part thereof) for a purpose other than the purpose for which the Premises may be used as stated in Section 1.1 hereof, or (e) the character of the business to be conducted or the proposed use of the Premises by the proposed subtenant or assignee shall (i) be likely to increase Operating Expenses for the Building beyond that which Landlord now incurs for use by Tenant; (ii) be likely to increase the burden on elevators or other Building systems or equipment over the burden generated by normal and customary office usage; or (iii) violate or be likely to violate any provisions or restrictions contained herein relating to the use or occupancy of the Premises, or (f) there shall be existing an Event of Default (defined in Section 15.1) or there have been three (3) or more Events of Default during the Term, or (g) the proposed rent and other charges to be payable by the proposed assignee or subtenant are less than the market rent and other charges for first class office space for properties of a similar character in the Back Bay/Boston Downtown market, or (h) any part of the rent payable under the proposed assignment or sublease shall be based in whole or in part on the income or profits derived from the Premises or if any proposed assignment or sublease shall potentially have any adverse effect on the real estate investment trust qualification requirements applicable to Landlord and its affiliates, or (i) the holder of any mortgage or ground lease on property which includes the Premises does not approve of the proposed assignment or sublease, or (j) due to the identity or business of a proposed assignee or subtenant, such approval would cause Landlord to be in violation. of any covenant or restriction contained in another lease or other agreement affecting space in the Building. If Landlord shall consent to the proposed assignment or subletting, as the case may be, then, in such event, Tenant may thereafter sublease (the whole but not part of the Premises) or assign pursuant to Tenant’s notice, as given hereunder; provided, however, Tenant that if such assignment or sublease shall have the right not be executed and delivered to sublet up to fifty percent Landlord within ninety (50%) of the total rentable square feet contained within the Leased Premises without the necessity of obtaining Landlord's prior consent and without releasing the Tenant from liability under this Lease. Prior to any sublease or assignment, Tenant shall first notify Landlord in writing of its election to sublease all or a portion of the Leased Premises or to assign this Lease or any interest hereunder, and shall provide Landlord current financial information and other information requested by Landlord regarding the proposed assignee or subtenant. At any time within fifteen (1590) days after service the date of said notice and delivery of such informationLandlord’s consent, Landlord shall notify Tenant that it consents or refuses to the consent to the sublease or assignment. Landlord shall not have the right to recapture any sublease or assignment space. Any denial of such sublease or assignment by Landlord as hereinabove provided must be predicated upon a "commercially reasonable basis" for such denial. Tenant shall retain any profits paid in connection with a sublease or assignment in excess of Tenant's Base Rent obligations hereunder, which profits shall be calculated after deducting all costs incurred by Tenant in connection with the space subject to the transfer, which shall include, but not be limited to, tenant improvements, leasing commissions deemed null and void and the time to sublease and remodel the Leased Premises. Any assignment or subletting provisions of Section 12.2 shall not release Tenant of its liability under this Lease nor permit any subsequent assignment, subletting or other prohibited act, unless specifically provided in such consent. Within thirty (30) days of any assignment or subletting, Tenant shall provide to Landlord executed copies of all assignment or subleasing documentsbe applicable.

Consent of Landlord. Tenant This Sublease shall not assign this be effective unless Landlord gives its written consent hereto pursuant to the terms of the Master Lease, or sublet the Leased Premises, or any part thereof, without . If Landlord's prior written consent, which ’s consent shall not be unreasonably withheld, conditioned or delayed; provided, however, Tenant shall have the right obtained and a copy thereof delivered to sublet up to fifty percent (50%) of the total rentable square feet contained Subtenant within the Leased Premises without the necessity of obtaining Landlord's prior consent and without releasing the Tenant from liability under this Lease. Prior to any sublease or assignment, Tenant shall first notify Landlord in writing of its election to sublease all or a portion of the Leased Premises or to assign this Lease or any interest hereunder, and shall provide Landlord current financial information and other information requested by Landlord regarding the proposed assignee or subtenant. At any time within fifteen (15) days after service of said notice and delivery of such information, Landlord shall notify Tenant that it consents or refuses to consent to the sublease or assignment. Landlord shall not have the right to recapture any sublease or assignment space. Any denial of such sublease or assignment by Landlord as hereinabove provided must be predicated upon a "commercially reasonable basis" for such denial. Tenant shall retain any profits paid in connection with a sublease or assignment in excess of Tenant's Base Rent obligations hereunder, which profits shall be calculated after deducting all costs incurred by Tenant in connection with the space subject to the transfer, which shall include, but not be limited to, tenant improvements, leasing commissions and the time to sublease and remodel the Leased Premises. Any assignment or subletting shall not release Tenant of its liability under this Lease nor permit any subsequent assignment, subletting or other prohibited act, unless specifically provided in such consent. Within thirty (30) days of the date hereof, either Sublandlord or Subtenant shall have the option to cancel this Sublease by notice to the non-terminating party at any assignment time after such thirty (30) day period and prior to the date on which such consent is received. Landlord’s written consent shall be in form and substance reasonably acceptable to Subtenant, and without limiting the generality of the foregoing, shall include provisions in substantially the following form: (i) In the event Sublandlord defaults under its obligations to be performed under the Master Lease, Landlord shall deliver to Subtenant a copy of any notice of default or sublettingother notice related thereto. Subtenant shall have the right to cure any default by Sublandlord within ten (10) days after Subtenant’s receipt of written notice thereof. (ii) In the event the Master Lease is terminated because of a default by Sublandlord under the Master Lease, Tenant Landlord shall provide so notify Subtenant and shall recognize the entire estate of Subtenant created by this Sublease; provided that Subtenant attorns to Landlord executed copies and performs all of all assignment or subleasing documentsthe obligations of Subtenant under this Sublease to Landlord, in which event Landlord shall continue this Sublease with the same force and effect as if Landlord and Subtenant had entered into a lease with the same provisions as this Sublease.

Consent of Landlord. (1) The Tenant shall not assign must obtain the Landlord’s consent before assigning the interest of the Tenant in the Premises. (2) The Landlord must give its consent to an assignment if: (a) the Tenant proves to the Landlord that the new person has sufficient financial resources or business experience to meet the Tenant's obligations under this Lease, or sublet by giving the Leased PremisesLandlord: (i) the name and address of the new person; (ii) a copy of the proposed assignment of lease; (iii) information as to the financial circumstances and business experience of the new person in a form reasonably required by the Landlord; (b) the Tenant and the new person do anything that the Landlord reasonably requires concerning the dealing (for example, or giving the Landlord an executed transfer of lease); (c) the Tenant and the new person enter into any part thereofagreement that the Landlord reasonably requires (for example, without deed of consent); (d) the new person obtains any personal guarantee that the Landlord reasonably requires; (e) the new person obtains any Bank Guarantee that the Landlord reasonably requires; and (f) the Tenant is not in breach of this Lease. (3) Before the Tenant seeks the Landlord's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, the Tenant shall have must give the right to sublet up to fifty percent new person: (50%a) a copy of the total rentable square feet contained within Disclosure Statement which the Leased Premises without the necessity of obtaining Landlord's prior consent and without releasing Landlord gave the Tenant before the Commencement Date of this Lease and details of any changes of which the Tenant is aware or would reasonably be expected to be aware; or (b) a copy of the current Disclosure Statement which the Tenant may request from liability under the Landlord and which the Landlord must give the Tenant within fourteen (14) days; (c) business records for the previous three (3) years or the period the Tenant has carried on business at the Premises (if it be a lesser period); and (d) if the new person is to use the Premises for an ongoing business, a Disclosure Statement, (a copy of which is to be given to the Landlord). (4) The Landlord is not obliged to give consent if the new person proposes to use the Premises other than for the Permitted Use. (5) The Landlord may in the Landlord’s absolute discretion refuse consent to: (a) a sublease, licence or concession for all or part of the Premises; (b) the Tenant parting with occupancy rights to all or part of the Premises; or (c) the Tenant mortgaging, charging or encumbering the estate or interest of the Tenant in this Lease. Prior to any sublease or assignment, . (6) If the Tenant shall first notify Landlord in writing of its election to sublease all or is a portion corporation (other than a corporation whose shares are listed on the official list of the Leased Premises or to assign Australian Stock Exchange Limited), a change in the effective control of the corporation is treated as an assignment of this Lease or any interest hereunder, and shall provide Landlord current financial information and other information requested by Landlord regarding the proposed assignee or subtenant. At any time within fifteen (15) days after service of said notice and delivery of such information, Landlord shall notify Tenant that it consents or refuses to consent to the sublease or assignment. Landlord shall not have the right to recapture any sublease or assignment space. Any denial of such sublease or assignment by Landlord as hereinabove provided must be predicated upon a "commercially reasonable basis" for such denial. Tenant shall retain any profits paid in connection with a sublease or assignment in excess of Tenant's Base Rent obligations hereunder, which profits shall be calculated after deducting all costs incurred by Tenant in connection with the space subject to the transfer, which shall include, but not be limited to, tenant improvements, leasing commissions and the time to sublease and remodel the Leased Premises. Any assignment or subletting shall not release Tenant of its liability under this Lease nor permit any subsequent assignment, subletting or other prohibited act, unless specifically provided in such consent. Within thirty (30) days of any assignment or subletting, Tenant shall provide to Landlord executed copies of all assignment or subleasing documentsLease.

Consent of Landlord. In the event that Landlord shall not have exercised the termination or suspension right as set forth in Section 11.3, then for a period of one hundred twenty (120) days after the earlier of (i) the receipt of Landlord’s notice stating that Landlord does not elect the termination or suspension right, or (ii) the expiration of the Acceptance Period, Tenant shall not have the right to assign this Lease, Lease or sublet the Leased Premisesportion of the Premises designated in the Recapture Offer, or any part thereofprovided that, without Landlord's in each instance, Tenant first obtains the prior written consentconsent of Landlord, which consent shall not be unreasonably withheld, conditioned withheld or delayed; provided. Without limiting the foregoing, however, Tenant Landlord shall have the right not be deemed to sublet up be unreasonably withholding its consent to fifty percent such a proposed assignment or subleasing if: (50%a) of the total rentable square feet contained within the Leased Premises without the necessity of obtaining Landlord's prior consent and without releasing the Tenant from liability under this Lease. Prior to any sublease or assignment, Tenant shall first notify Landlord in writing of its election to sublease all or a portion of the Leased Premises or to assign this Lease or any interest hereunder, and shall provide Landlord current financial information and other information requested by Landlord regarding the proposed assignee or subtenant. At any time subtenant is a tenant in the Building or is (or within fifteen the previous sixty (1560) days after service has been) in active negotiation with Landlord for premises in the Building or is not of said notice and delivery a character consistent with the operation of such information, Landlord shall notify Tenant that it consents or refuses to consent to the sublease or assignment. a first class office building (by way of example Landlord shall not have the right be deemed to recapture any sublease or assignment space. Any denial of such sublease or assignment by Landlord as hereinabove provided must be predicated upon a "commercially reasonable basis" for such denial. Tenant shall retain any profits paid in connection with a sublease or assignment in excess of Tenant's Base Rent obligations hereunder, which profits shall be calculated after deducting all costs incurred by Tenant in connection with the space subject unreasonably withholding its consent to the transfer, which shall include, but not be limited to, tenant improvements, leasing commissions and the time to sublease and remodel the Leased Premises. Any assignment or subletting shall not release Tenant of its liability under this Lease nor permit any subsequent assignment, subletting or other prohibited act, unless specifically provided in such consent. Within thirty (30) days of any assignment or subletting, Tenant shall provide to Landlord executed copies of all an assignment or subleasing documentsto any governmental or quasi-governmental agency), or (b) the proposed assignee or subtenant is not of good character and reputation, or (c) the proposed assignee or subtenant does not possess adequate financial capability to perform the Tenant obligations as and when due or required, or (d) the assignee or subtenant proposes to use the Premises (or part thereof) for a purpose other than the Permitted Use, or (e) the character of the business to be conducted or the proposed use of the Premises by the proposed subtenant or assignee shall (i) be likely to increase Operating Expenses for the Building beyond that which Landlord now incurs for use by Tenant; (ii) be likely to increase the burden on elevators or other Building systems or equipment over the burden prior to such proposed subletting or assignment; or (iii) violate or be likely to violate any provisions or restrictions contained herein relating to the use or occupancy of the Premises, or (f) there shall be existing an Event of Default. This Section 11.4 shall not be applicable to an assignment or sublease pursuant to Section 11.2.

Consent of Landlord. Notwithstanding the provisions of Section 12.1 above, but subject to the provisions of this Section 12.4 and the provisions of Sections 12.6 and 12.7 below, in the event that Landlord shall not have exercised the termination right as set forth in Section 12.3, or shall have failed to give any or timely notice under Section 12.3, then for a period of one hundred fifty (150) days (i) after the receipt of Landlord’s notice stating that Landlord does not elect to exercise the termination right, or (ii) after the expiration of the Acceptance Period in the event Landlord shall not give any or timely notice under Section 12.3, as the case may be, Tenant shall not have the right to assign this Lease, Lease or sublet the Leased Premisesportion of the Premises in accordance with the Proposed Transfer Notice or Notice of Intent to Transfer, or any part thereofas the case may be, without Landlord's provided that, in each instance, Tenant first obtains the express prior written consentconsent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. If Landlord fails to respond to a proper and complete Proposed Transfer Notice within fifteen (15) business days following receipt of such Proposed Transfer Notice and a written request for Landlord’s consent to the proposed sublease or assignment described in such Proposed Transfer Notice, then Tenant shall be entitled to send Landlord a second notice requesting Landlord’s approval thereto (“Second Transfer Notice”) which shall state in bold face, capital letters at the top thereof: “WARNING: SECOND REQUEST. FAILURE TO RESPOND TO THIS REQUEST WITHIN FIVE (5) BUSINESS DAYS SHALL RESULT IN DEEMED APPROVAL THEREOF.” If Landlord does not respond within five (5) business days after receipt of the Second Transfer Notice, then Landlord’s consent to the proposed assignment or subletting described in such transfer request shall be deemed to have been granted. If Tenant does not enter into a sublease or assignment in accordance with the Proposed Transfer Notice or Notice of Intent to Transfer, as the case may be, within such one hundred twenty (120) day period, then the provisions of Section 12.3 shall again apply prior to Tenant entering into any proposed sublease or assignment. Without limiting the foregoing standard, Landlord shall not be deemed to be unreasonably withholding its consent to such a proposed assignment or subleasing if: (a) the proposed assignee or subtenant is a tenant in the Building unless Landlord cannot satisfy the space needs of such assignee or subtenant (with regard only to the size of the space and the term offered), or is (or within the previous sixty (60) days has been) in active negotiation with Landlord or an affiliate of Landlord for premises in the Building or elsewhere in Atlantic Wharf or is not of a character consistent with the operation of a first class office building (by way of example Landlord shall not be deemed to be unreasonably withholding its consent to an assignment or subleasing to any governmental or quasi-governmental agency), or (b) [Omitted Intentionally], or (c) a proposed assignee does not possess adequate financial capability to perform the Tenant obligations as and when due or required, or (d) the assignee or subtenant proposes to use the Premises (or part thereof) for a purpose other than the purpose for which the Premises may be used as stated in Section 1.2 hereof, or (e) the character of the business to be conducted or the proposed use of the Premises by the proposed subtenant or assignee shall (i) be likely to increase Operating Expenses for the Building beyond that which Landlord now incurs for use by Tenant and which Tenant or such subtenant does not agree to pay to Landlord; (ii) be likely to materially increase the burden on elevators or other Building systems or equipment and which Tenant or such subtenant does not agree to alleviate or compensate to Landlord’s reasonable satisfaction over the burden prior to such proposed subletting or assignment; or (iii) violate or be likely to violate any provisions or restrictions expressly contained in this Lease relating to the use or occupancy of the Premises, or (f) there shall be existing an Event of Default (defined in Section 15.1) or there have been two (2) or more Event of Default occurrences during the previous year of the Term, or (g) [Omitted Intentionally], or (h) any part of the rent payable under the proposed assignment or sublease shall be based in whole or in part on the income or profits derived from the Premises or if any proposed assignment or sublease shall potentially have any adverse effect on the real estate investment trust qualification requirements applicable to Landlord and its affiliates, or (i) the holder of any mortgage or ground lease on property which includes the Premises does not approve of the proposed assignment or sublease in accordance with the terms of its agreement with Landlord (and provided that such holder does not unreasonably withhold, condition or delay such approval and the consent of such holder shall not be required with respect to a sublease or an assignment to any Permitted Transferee), or (j) due to the identity or business of a proposed assignee or subtenant, such approval would cause Landlord to be in violation of any covenant or restriction contained in another lease or other agreement affecting space in the Building or elsewhere in Atlantic Wharf. If Landlord shall consent to the proposed assignment or subletting, as the case may be, then, in such event, Tenant may thereafter sublease the portion of the Premises or assign pursuant to Tenant’s notice, as given hereunder; provided, however, Tenant that if such assignment or sublease shall have the right not be executed and delivered to sublet up to fifty percent Landlord within ninety (50%) of the total rentable square feet contained within the Leased Premises without the necessity of obtaining Landlord's prior consent and without releasing the Tenant from liability under this Lease. Prior to any sublease or assignment, Tenant shall first notify Landlord in writing of its election to sublease all or a portion of the Leased Premises or to assign this Lease or any interest hereunder, and shall provide Landlord current financial information and other information requested by Landlord regarding the proposed assignee or subtenant. At any time within fifteen (1590) days after service the date of said notice and delivery of such informationLandlord’s consent, Landlord shall notify Tenant that it consents or refuses to the consent to the sublease or assignment. Landlord shall not have the right to recapture any sublease or assignment space. Any denial of such sublease or assignment by Landlord as hereinabove provided must be predicated upon a "commercially reasonable basis" for such denial. Tenant shall retain any profits paid in connection with a sublease or assignment in excess of Tenant's Base Rent obligations hereunder, which profits shall be calculated after deducting all costs incurred by Tenant in connection with the space subject to the transfer, which shall include, but not be limited to, tenant improvements, leasing commissions deemed null and void and the time to sublease and remodel the Leased Premises. Any assignment or subletting provisions of Section 12.3 shall not release Tenant of its liability under this Lease nor permit any subsequent assignment, subletting or other prohibited act, unless specifically provided in such consent. Within thirty (30) days of any assignment or subletting, Tenant shall provide to Landlord executed copies of all assignment or subleasing documentsbe applicable.

Consent of Landlord. (A) Notwithstanding the provisions of Section 12.1 above, but subject to the provisions of this Section 12.4 and the provisions of Sections 12.5, 12.6 and 12.7 below, in the event that Landlord shall not have exercised the termination right or had the right to exercise its termination right as set forth in Section 12.3, or shall have failed to give any or timely notice under Section 12.3, then for a period of three hundred sixty-five (365) days (i) after receipt of Landlord’s notice stating that Landlord does not elect the termination right, (ii) after receipt of the Proposed Transfer Notice (as hereinafter defined) if Tenant shall not have been required to provide Landlord with a Recapture Offer under Section 12.3, or (iii) after the expiration of the Acceptance Period, in the event Landlord shall not give any or timely notice under Section 12.3 as the case may be, Tenant shall have the right to assign this Lease, Lease or sublet the Leased PremisesPremises or portions thereof in accordance with the Proposed Transfer Notice, or any part thereofprovided that, without Landlord's in each instance, Tenant obtains the express prior written consentconsent of Landlord, which consent shall not be unreasonably withheld, conditioned withheld or delayed. It is understood and agreed that Landlord’s consent shall be deemed given hereunder if Landlord shall fail to respond to a Proposed Transfer Notice meeting the requirements of Section 12.5 below within ten (10) business days after receipt thereof from Tenant; provided that such Proposed Transfer Notice, in bold 14 point type, advises Landlord of the fact that if Landlord fails to respond within the ten (10) business day period, Landlord shall be deemed to have consented to the proposed sublease or assignment in question, in accordance with this Section 12.4. (B) Without limiting the foregoing standard, Landlord shall not be deemed to be unreasonably withholding its consent to such a proposed assignment or subleasing if: (a) the proposed assignee or subtenant is not then a tenant or subtenant of the Office Building or Hub Complex or is in active negotiation with Landlord or a Hub Owner for premises in the Office Building or elsewhere in the Hub Complex (as evidenced by Landlord’s or a HubOwner’s receipt of a proposal or counter-proposal from such prospective tenant or subtenant prior to Tenant’s receipt of a proposal or counter-proposal from such prospective tenant or subtenant; withdrawal of any such proposal or counter-proposal by the proposed assignee or subtenant shall not act to change such party’s status as being in “active negotiation” with Landlord or Tenant, as the case may be) and Landlord has existing space that satisfies such party’s needs; (b) the proposed assignee or subtenant is not of a character consistent with the operation of a first-class office building (by way of example Landlord shall not be deemed to be unreasonably withholding its consent to an assignment or subleasing to any governmental or quasi-governmental agency whose use is not consistent with the first-class nature of the other tenancies in the Office Building); (c) in the case of an assignment, the proposed assignee does not possess adequate financial capability to perform the Tenant obligations as and when due or required (recognizing, however, that the originally named Tenant will also remain liable therefor); (d) the assignee or subtenant proposes to use the Premises (or part thereof) for a purpose other than the purpose for which the Premises may be used as stated in Section 1.1 hereof; (e) the character of the business to be conducted or the proposed use of the Premises by the proposed subtenant or assignee shall be likely to materially increase (i) Operating Expenses beyond that which Landlord now incurs for use by Tenant, or (ii) the burden on elevators or other Building Systems or equipment over the burden prior to such proposed subletting or assignment; (f) there shall be existing a monetary or material non-monetary Event of Default; (g) any part of the rent payable under the proposed assignment or sublease shall be based in whole or in part on the income or profits derived from the Premises or if any proposed assignment or sublease shall potentially have any adverse effect on the real estate investment trust qualification requirements applicable to Landlord and its affiliates; (h) the holder of any mortgage or ground lease on property which includes the Premises does not approve of the proposed assignment or sublease (where such holder has approval rights pursuant to the terms and provisions of the applicable mortgage or ground lease); (i) due to the identity or business of a proposed assignee or subtenant, such approval would cause Landlord to be in violation of any covenant or restriction contained in another lease or other agreement affecting space in the Office Building or elsewhere in the Hub Complex; or (j) if Tenant is in default of its monetary or material non-monetary obligations under the Lease beyond any applicable notice or cure periods at the time that it makes a Recapture Offer to Landlord in accordance with Section 12.3 above, such default shall be deemed to be a “reasonable” reason for Landlord withholding its consent to any proposed subletting or assignment. (C) If Landlord shall consent to the proposed assignment or subletting, as the case may be, then, in such event, Tenant may thereafter sublease or assign pursuant to Tenant’s notice, as given hereunder; provided, however, Tenant that if such assignment or sublease shall have the right not be executed and delivered to sublet up to fifty percent Landlord within three hundred sixty-five (50%) of the total rentable square feet contained within the Leased Premises without the necessity of obtaining Landlord's prior consent and without releasing the Tenant from liability under this Lease. Prior to any sublease or assignment, Tenant shall first notify Landlord in writing of its election to sublease all or a portion of the Leased Premises or to assign this Lease or any interest hereunder, and shall provide Landlord current financial information and other information requested by Landlord regarding the proposed assignee or subtenant. At any time within fifteen (15365) days after service the date of said notice and delivery of such informationLandlord’s consent, Landlord shall notify Tenant that it consents or refuses to the consent to the sublease or assignment. Landlord shall not have the right to recapture any sublease or assignment space. Any denial of such sublease or assignment by Landlord as hereinabove provided must be predicated upon a "commercially reasonable basis" for such denial. Tenant shall retain any profits paid in connection with a sublease or assignment in excess of Tenant's Base Rent obligations hereunder, which profits shall be calculated after deducting all costs incurred by Tenant in connection with the space subject to the transfer, which shall include, but not be limited to, tenant improvements, leasing commissions deemed null and void and the time to sublease and remodel the Leased Premises. Any assignment or subletting provisions of Section 12.3 shall not release Tenant of its liability under this Lease nor permit any subsequent assignment, subletting or other prohibited act, unless specifically provided in such consent. Within thirty (30) days of any assignment or subletting, Tenant shall provide to Landlord executed copies of all assignment or subleasing documentsbe applicable.

Consent of Landlord. Notwithstanding the provisions of Section 12.1 above, but subject to the provisions of this Section 12.4 and the provisions of Sections 12.5, 12.6 and 12.7 below, Tenant shall not have the right to assign this Lease, Lease or sublet the Leased Premiseswhole (but not part) of the Premises in accordance with a Proposed Transfer Notice (as defined in Section 12.5) provided that, or any part thereofin each instance, without Landlord's Tenant first obtains the express prior written consentconsent of Landlord, which consent shall not be unreasonably withheld, conditioned withheld or delayed; provided. Without limiting the foregoing standard, however, Tenant Landlord shall have the right not be deemed to sublet up be unreasonably withholding its consent to fifty percent such a proposed assignment or subleasing if: (50%a) of the total rentable square feet contained within the Leased Premises without the necessity of obtaining Landlord's prior consent and without releasing the Tenant from liability under this Lease. Prior to any sublease or assignment, Tenant shall first notify Landlord in writing of its election to sublease all or a portion of the Leased Premises or to assign this Lease or any interest hereunder, and shall provide Landlord current financial information and other information requested by Landlord regarding the proposed assignee or subtenant. At any time subtenant is a tenant in the Building or elsewhere in the Prudential Center or is (or within fifteen the previous sixty (1560) days after service has been) in active negotiation with Landlord or an affiliate of said notice and delivery Landlord for premises in the Building or elsewhere in the Prudential Center or is not of such information, Landlord shall notify Tenant that it consents or refuses to consent to a character consistent with the sublease or assignment. operation of a first class office building (by way of example Landlord shall not have the right be deemed to recapture any sublease or assignment space. Any denial of such sublease or assignment by Landlord as hereinabove provided must be predicated upon a "commercially reasonable basis" for such denial. Tenant shall retain any profits paid in connection with a sublease or assignment in excess of Tenant's Base Rent obligations hereunder, which profits shall be calculated after deducting all costs incurred by Tenant in connection with the space subject unreasonably withholding its consent to the transfer, which shall include, but not be limited to, tenant improvements, leasing commissions and the time to sublease and remodel the Leased Premises. Any assignment or subletting shall not release Tenant of its liability under this Lease nor permit any subsequent assignment, subletting or other prohibited act, unless specifically provided in such consent. Within thirty (30) days of any assignment or subletting, Tenant shall provide to Landlord executed copies of all an assignment or subleasing documentsto any governmental or quasi-governmental agency), or (b) the proposed assignee or subtenant is not of good character and reputation, or (c) the proposed assignee or subtenant does not possess adequate financial capability to perform the Tenant obligations as and when due or required, or (d) the assignee or subtenant proposes to use the Premises (or part thereof) for a purpose other than the purpose for which the Premises may be used as stated in Section 1.2 hereof, or (e) the character of the business to be conducted or the proposed use of the Premises by the proposed subtenant or assignee shall (i) be likely to increase Operating Expenses for the Building beyond that which Landlord now incurs for use by Tenant; (ii) be likely to increase the burden: on elevators or other Building systems or equipment over the burden prior to such proposed subletting or assignment; or (iii) violate or be likely to violate any provisions or restrictions contained herein relating to the use or occupancy of the Premises, or (f) there shall be existing an Event of Default (defined in Section 15.1) or there shall have been three (3) or more Event of Defaults during the Term, or (g) the proposed rent and other charges to be payable by the proposed assignee or subtenant are less than the market rent and other charges for first class office space for properties of a similar character in the Boston Downtown market, or (h) any part of the rent payable under the proposed assignment or sublease shall be based in whole or in part on the income or profits derived from the Premises or if any proposed assignment of sublease shall potentially have any adverse effect on the real estate investment trust qualification requirements applicable to Landlord and its affiliates, or (i) the holder of any mortgage or ground lease on property which includes the Premises does not approve of the proposed assignment or sublease; or (j) due to the identity or business of a proposed assignee or subtenant, such approval would cause Landlord to be in violation of any covenant or restriction contained in another lease or other agreement affecting space in the Building or elsewhere in the Prudential Center.

Consent of Landlord. Tenant shall not assign this Lease, or sublet the Leased Premises, or any part thereofnot, without Landlord's prior written consent, which may be given or withheld in Landlord's sole discretion, make any alterations, improvements, additions, utility installations or repairs (hereinafter collectively referred to as "ALTERATIONS") in, on or about the Premises or the Project. Landlord shall respond to Tenant's written request for consent hereunder within fifteen (15) business days after Landlord's receipt of such written request. If Landlord fails to respond in writing to Tenant's written request for Landlord's approval of any proposed Alteration (the "First Request") within fifteen (15) business days following Landlord's receipt of the First Request, then Tenant shall send to Landlord a second written request for Landlord's approval (the "Second Request"), which such Second Request shall contain a statement in bold letters of a large font at the top such document stating that "Landlord's failure to respond to this document within seven (7) business days will constitute Landlord's deemed approval of the Alteration requested herein." If Landlord fails to respond to the Second Notice within seven (7) business days following Landlord's receipt of the Second Notice, then such failure shall be deemed to constitute Landlord's approval of the Alteration. If, as a result of any Alteration made by Tenant, Landlord is obligated to comply with the Americans With Disabilities Act or any other law or regulation, and such compliance requires Landlord to make any improvement or alteration to any portion of the Project, as a condition to Landlord's consent, Landlord shall have the right to require Tenant to pay to Landlord, prior to the construction of any Alteration by Tenant, the entire cost of any improvement or alteration Landlord is obligated to complete by such law or regulation. In performing Alterations, Tenant shall use only such architect and contractor as has been expressly approved by Landlord in the exercise of Landlord's reasonable discretion. In addition, in connection with any Alteration requiring Landlord's consent, Tenant shall pay Landlord's reasonable out-of-pocket costs incurred to review Tenant's Alteration plans within thirty (30) days of Tenant's receipt of an invoice therefor accompanied by reasonably satisfactory supporting documentation. In the event Tenant makes any Alterations, Tenant agrees to obtain or cause its contractor to obtain, prior to the commencement of any work, "builders all risk" insurance in an amount reasonably approved by Landlord, workers' compensation insurance and any other insurance requested by Landlord and consistent with Local Standards. The foregoing notwithstanding, Landlord will not be unreasonably withheldwithhold, conditioned condition or delayed; provideddelay its consent to any non-structural Alteration provided that Tenant otherwise complies with the provisions of this Article 13 and that such Alterations (i) are not visible from the exterior of the Premises, howeverand (ii) do not adversely affect any of the Building systems or structure. Furthermore, Tenant shall have the right to sublet up make cosmetic, non-structural Alterations (i.e., painting, carpeting, wall papering) to fifty percent (50%) of the total rentable square feet contained within the Leased Premises without the necessity of obtaining Landlord's prior consent and without releasing the written consent, provided that Tenant from liability under this Leaseprovides Landlord with prior written notice of its intention to make such Alterations. Prior to any sublease or assignmentIn addition, Tenant shall first notify Landlord in writing of its election to sublease all or a portion of the Leased Premises or to assign this Lease or any interest hereunder, and shall provide Landlord current financial information and other information requested by Landlord regarding the proposed assignee or subtenant. At any time within fifteen (15) days after service of said notice and delivery of such information, Landlord shall notify Tenant that it consents or refuses to consent to the sublease or assignment. Landlord shall not have the right to recapture make non-structural Alterations that (i) do not adversely affect any sublease of the Building systems or assignment space. Any denial structure, (ii) are located solely within the interior of such sublease or assignment by Landlord as hereinabove provided must be predicated upon the Building, and (ii) cost less than Fifty Thousand Dollars ($50,000.00) per Alteration (hereinafter, a "commercially reasonable basis" for Minor Alteration") to the Premises without obtaining Landlord's prior written consent, provided that Tenant provides Landlord with prior written notice of its intention to make such denial. Tenant shall retain any profits paid in connection with a sublease or assignment in excess of Tenant's Base Rent obligations hereunder, which profits shall be calculated after deducting all costs incurred by Tenant in connection Minor Alteration and otherwise complies with the space subject to the transfer, which shall include, but not be limited to, tenant improvements, leasing commissions and the time to sublease and remodel the Leased Premises. Any assignment or subletting shall not release Tenant provisions of its liability under this Lease nor permit any subsequent assignment, subletting or other prohibited act, unless specifically provided in such consent. Within thirty (30) days of any assignment or subletting, Tenant shall provide to Landlord executed copies of all assignment or subleasing documentsArticle 13.

Consent of Landlord. If Tenant shall has complied with the provisions of Section 8.01B hereof and Landlord has not assign this Leaseexercised any of its foregoing options within the time period set forth above, Landlord’s consent to the proposed assignment or sublet the Leased Premises, or any part thereof, without Landlord's prior written consent, which consent subletting shall not be unreasonably withheld, conditioned or delayed; provided, however, Tenant shall have the right to sublet up to fifty percent (50%) of the total rentable square feet contained within the Leased Premises without the necessity of obtaining Landlord's prior consent and without releasing the Tenant from liability under this Lease. Prior to any sublease or assignment, Tenant shall first notify Landlord in writing of its election to sublease all or a portion of the Leased Premises or to assign this Lease or any interest hereunder, and shall provide Landlord current financial information and other information requested by Landlord regarding the proposed assignee or subtenant. At any time be given within fifteen (15) days after service of said notice and delivery of such information, Landlord shall notify Tenant that it consents or refuses to consent to the sublease or assignment. Landlord shall not have the right to recapture any sublease or assignment space. Any denial of such sublease or assignment by Landlord as hereinabove provided must be predicated upon a "commercially reasonable basis" for such denial. Tenant shall retain any profits paid in connection with a sublease or assignment in excess of Tenant's Base Rent obligations hereunder, which profits shall be calculated after deducting all costs incurred by Tenant in connection with the space subject to the transfer, which shall include, but not be limited to, tenant improvements, leasing commissions and the time to sublease and remodel the Leased Premises. Any assignment or subletting shall not release Tenant of its liability under this Lease nor permit any subsequent assignment, subletting or other prohibited act, unless specifically provided in such consent. Within thirty (30) days of any expiration of such time period; provided, however, that Landlord’s rejection of a proposed assignment or sublettingsubletting that does not comply with the terms of any other direct lease of any portion of the Building Office Space shall be deemed to be reasonable. Notwithstanding anything to the contrary contained herein, Tenant shall provide to Landlord executed copies may withhold consent thereto if in the reasonable exercise of all its judgment Landlord determines that: (1) The financial condition of the proposed assignee or sublessee (taking into account any security deposit and/or guaranties delivered in connection therewith and any other relevant factors) is insufficient or not consistent with the obligation and responsibility undertaken by the proposed assignment or subleasing documentssublease; (2) The proposed business to be conducted in the Premises is not appropriate for the Building or in keeping with the character of the existing tenancies, or the use does not comply with the terms of Section 5.01 of this Lease or the terms of any other direct lease of any portion of the Building Office Space or the proposed occupant (or its affiliate) is a competitor of Landlord or another Landlord Entity in the ownership and/or management of office buildings; (3) The nature of the occupancy of the proposed assignee or sublessee will cause a greater density of employees or traffic or make greater demands on the Building’s services or facilities than that made by Tenant; (4) Tenant proposes to assign or sublet to (x) one who at the time is a tenant (or subsidiary or affiliate of a tenant) or a party in possession of premises in the Building or (y) one with whom Landlord is negotiating for a lease of space in the Building, or has delivered to, or received from, within the immediately preceding ninety (90) day period, a written offer, proposal, term sheet, letter of intent or draft lease; (5) The assignee or sublessee shall have or enjoy diplomatic immunity; (6) The assignee or subtenant (or its affiliate) is a competitor of Landlord or an affiliate thereof in the ownership and/or management of office buildings; (7) Such proposed subletting would result in the Premises being divided into more than four (4) rental units in the aggregate; or (8) Any combination of the foregoing conditions exists.

Consent of Landlord. Tenant Section 4.01 Landlord hereby consents to the subletting of the Sublease Premises to Subtenant pursuant to the terms of the Sublease and subject to the terms of this Consent. Landlord’s consent as set forth herein shall not assign this release or discharge Tenant of any of its obligations under the Master Lease or release, discharge or alter the primary liability of Tenant to pay rent and all other sums due under the Master Lease and to perform and comply with all other obligations of Tenant under the Master Lease, except, as to the foregoing, to the extent paid or sublet performed by Subtenant. Section 4.02 As between Landlord and Tenant the Leased PremisesSublease shall not alter, amend or otherwise modify any provisions of the Master Lease. Landlord shall have no obligations to any party in connection with the Sublease Premises other than those obligations set forth in the Master Lease. Notwithstanding anything to the contrary herein, Tenant and Subtenant hereby acknowledge and agree that Landlord is not a party to the Sublease and is not bound by the provisions thereof, including, without limitation, any modifications or amendments thereof, and Landlord has not, and will not, review or approve any of the provisions of the Sublease. Further, Tenant acknowledges that Landlord provides no assurance or representation regarding any form of Sublease (regardless of whether any such form or agreement may have been provided by Landlord), or any part of the terms or provisions thereof, without Landlord's prior written consent, which consent . This Consent shall not be unreasonably withheld, conditioned or delayed; provided, however, Tenant shall have the right to sublet up to fifty percent (50%) of the total rentable square feet contained within the Leased Premises without the necessity of obtaining Landlord's prior construed as a consent and without releasing the Tenant from liability under this Lease. Prior to any sublease or assignment, Tenant shall first notify Landlord in writing of its election to sublease all or a portion of the Leased Premises or to assign this Lease or any interest hereunder, and shall provide Landlord current financial information and other information requested by Landlord regarding the proposed assignee to, or subtenant. At as permitting, any time within fifteen (15) days after service of said notice and delivery of such information, Landlord shall notify other or further subletting or assignment by Tenant that it consents or refuses to consent to the sublease or assignmentSubtenant. Landlord shall not be bound or estopped in any way by the provisions of the Sublease. Landlord shall not (i) be liable to Subtenant for any act, omission or breach of the Sublease by Tenant, (ii) be subject to any offsets or defenses which Subtenant might have against Tenant, (iii) be bound by any Base Rent or additional rent which Subtenant might have paid in advance to Tenant, or (iv) be bound to honor any rights of Subtenant in any security deposit made with Tenant, except to the right extent Tenant has delivered such security deposit to recapture any sublease Landlord (and accordingly, if Landlord does not receive the Security Deposit from Tenant, Landlord shall have no liability or assignment spaceresponsibility to Subtenant for such Security Deposit and Subtenant shall receive no benefit or credit therefor). Any denial If Landlord does receive the Security Deposit under the Sublease, the amount of such sublease or assignment Security Deposit so received by Landlord shall be held by Landlord as hereinabove provided must be predicated upon a "commercially reasonable basis" for such denial. Tenant shall retain any profits paid in connection with a sublease or assignment in excess of Tenant's Base Rent obligations hereunder, which profits shall be calculated after deducting all costs incurred by Tenant in connection with the space subject an addition to the transfer, which shall include, but not be limited to, tenant improvements, leasing commissions and Security Deposit under the time to sublease and remodel the Leased Premises. Any assignment or subletting shall not release Tenant of its liability under this Lease nor permit any subsequent assignment, subletting or other prohibited act, unless specifically provided in such consent. Within thirty (30) days of any assignment or subletting, Tenant shall provide to Landlord executed copies of all assignment or subleasing documentsMaster Lease.

Consent of Landlord. Tenant 4.1 Landlord hereby consents to the subletting of the Sublease Premises to Subtenant pursuant to the terms of the Sublease and subject to the terms of this Consent. Landlord’s consent as set forth herein shall not assign this release or discharge Tenant of any of its obligations under the Master Lease or release, discharge or alter the primary liability of Tenant to pay rent and all other sums due under the Master Lease and to perform and comply with all other obligations of Tenant under the Master Lease, except, as to the foregoing, to the extent paid or sublet performed by Subtenant. 4.2 As between Landlord and Tenant the Leased PremisesSublease shall not alter, amend or otherwise modify any provisions of the Master Lease. Landlord shall have no obligations to any party in connection with the Sublease Premises other than those obligations set forth in the Master Lease. Notwithstanding anything to the contrary herein, Tenant and Subtenant hereby acknowledge and agree that Landlord is not a party to the Sublease and is not bound by the provisions thereof, including, without limitation, any modifications or amendments thereof, and Landlord has not, and will not, review or approve any of the provisions of the Sublease. Further, Tenant acknowledges that Landlord provides no assurance or representation regarding any form of Sublease (regardless of whether any such form or agreement may have been provided by Landlord), or any part of the terms or provisions thereof, without Landlord's prior written consent, which consent . This Consent shall not be unreasonably withheld, conditioned or delayed; provided, however, Tenant shall have the right to sublet up to fifty percent (50%) of the total rentable square feet contained within the Leased Premises without the necessity of obtaining Landlord's prior construed as a consent and without releasing the Tenant from liability under this Lease. Prior to any sublease or assignment, Tenant shall first notify Landlord in writing of its election to sublease all or a portion of the Leased Premises or to assign this Lease or any interest hereunder, and shall provide Landlord current financial information and other information requested by Landlord regarding the proposed assignee to, or subtenant. At as permitting, any time within fifteen (15) days after service of said notice and delivery of such information, Landlord shall notify other or further subletting or assignment by Tenant that it consents or refuses to consent to the sublease or assignmentSubtenant. Landlord shall not be bound or estopped in any way by the provisions of the Sublease. Landlord shall not (i) be liable to Subtenant for any act, omission or breach of the Sublease by Tenant, (ii) be subject to any offsets or defenses which Subtenant might have against Tenant, (iii) be bound by any Base Rent or additional rent which Subtenant might have paid in advance to Tenant, or (iv) be bound to honor any rights of Subtenant in any security deposit made with Tenant, except to the right extent Tenant has delivered such security deposit to recapture any sublease Landlord (and accordingly, if Landlord does not receive the Security Deposit from Tenant, Landlord shall have no liability or assignment spaceresponsibility to Subtenant for such Security Deposit and Subtenant shall receive no benefit or credit therefor). Any denial If Landlord does receive the Security Deposit under the Sublease, the amount of such sublease or assignment Security Deposit so received by Landlord shall be held by Landlord as hereinabove provided must be predicated upon a "commercially reasonable basis" for such denial. Tenant shall retain any profits paid in connection with a sublease or assignment in excess of Tenant's Base Rent obligations hereunder, which profits shall be calculated after deducting all costs incurred by Tenant in connection with the space subject an addition to the transfer, which shall include, but not be limited to, tenant improvements, leasing commissions and Security Deposit under the time to sublease and remodel the Leased Premises. Any assignment or subletting shall not release Tenant of its liability under this Lease nor permit any subsequent assignment, subletting or other prohibited act, unless specifically provided in such consent. Within thirty (30) days of any assignment or subletting, Tenant shall provide to Landlord executed copies of all assignment or subleasing documentsMaster Lease.

Consent of Landlord. Tenant (a) Sublandlord and Subtenant hereby acknowledge and agree that this Sublease is subject to and conditioned upon Sublandlord obtaining the written consent (the “Consent”) of Landlord as provided in the Xxxxxxxxx. Sublandlord agrees to use commercially reasonable efforts to obtain the Consent. Promptly following the execution and delivery of this Sublease by Sublandlord and Subtenant, Sublandlord shall submit this Sublease to Landlord. It is expressly understood and agreed that notwithstanding anything to the contrary contained herein, the Term shall not assign this Leasecommence, or sublet Subtenant shall not take possession of the Leased Premises, Subleased Premises or any part thereof, without nor shall Subtenant’s other obligations hereunder begin to accrue, until the Consent has been obtained. Subtenant hereby agrees that it shall cooperate in good faith with Sublandlord and shall comply with any reasonable requests made of Subtenant by Sublandlord or Landlord in the procurement of the Consent. (b) In addition to the Consent, Sublandlord agrees to request from Landlord's prior written consent, which consent and to use commercially reasonable efforts to obtain, at no expense to Sublandlord, a recognition agreement, whereby Landlord agrees to recognize Subtenant upon the terms of this Sublease upon a termination of the Xxxxxxxxx. Any such recognition agreement, however, shall not be unreasonably withheld, conditioned or delayed; provided, however, Tenant a condition to the commencement of this Sublease and the failure to obtain such recognition agreement shall have not give Subtenant the right to sublet up terminate this Sublease pursuant to fifty percent (50%Section 2(a) of the total rentable square feet contained within the Leased Premises without the necessity of obtaining Landlord's prior consent and without releasing the Tenant from liability under this Lease. Prior to any sublease or assignment, Tenant shall first notify Landlord in writing of its election to sublease all or a portion of the Leased Premises or to assign this Lease or any interest hereunder, and shall provide Landlord current financial information and other information requested by Landlord regarding the proposed assignee or subtenant. At any time within fifteen (15) days after service of said notice and delivery of such information, Landlord shall notify Tenant that it consents or refuses to consent to the sublease or assignment. Landlord shall not have the right to recapture any sublease or assignment space. Any denial of such sublease or assignment by Landlord as hereinabove provided must be predicated upon a "commercially reasonable basis" for such denial. Tenant shall retain any profits paid in connection with a sublease or assignment in excess of Tenant's Base Rent obligations hereunder, which profits shall be calculated after deducting all costs incurred by Tenant in connection with the space subject to the transfer, which shall include, but not be limited to, tenant improvements, leasing commissions and the time to sublease and remodel the Leased Premises. Any assignment or subletting shall not release Tenant of its liability under this Lease nor permit any subsequent assignment, subletting or other prohibited act, unless specifically provided in such consent. Within thirty (30) days of any assignment or subletting, Tenant shall provide to Landlord executed copies of all assignment or subleasing documentshereof.

Consent of Landlord. Tenant Sublandlord shall not assign solicit Landlord’s consent to this LeaseSublease, or sublet on terms reasonably acceptable to Subtenant, promptly following the Leased Premisesexecution and delivery of this Sublease by Sublandlord and Subtenant. Sublandlord shall use diligent and commercially reasonable efforts to obtain such consent from Landlord, or any part thereof, without Landlord's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, Tenant Sublandlord shall have not be required to expend any sums or make any concessions under the right to sublet up to fifty percent (50%) of the total rentable square feet contained within the Leased Premises without the necessity of obtaining Landlord's prior consent and without releasing the Tenant from liability under this Lease. Prior to any sublease or assignment, Tenant shall first notify Landlord in writing of its election to sublease all or a portion of the Leased Premises or to assign this Master Lease or any interest hereunder, otherwise in order to obtain such Landlord consent. Subtenant shall reasonably cooperate in Sublandlord’s efforts to obtain such consent and shall provide to Landlord current financial and Sublandlord any information and other information reasonably requested by Landlord regarding Landlord. In the proposed assignee or subtenant. At any time within fifteen (15) days after service of said notice and delivery of such information, Landlord shall notify Tenant that it consents or refuses to event Landlord’s written consent to the sublease or assignment. Landlord shall this Sublease has not have the right been obtained on terms reasonably acceptable to recapture any sublease or assignment space. Any denial of such sublease or assignment by Landlord as hereinabove provided must be predicated upon a "commercially reasonable basis" for such denial. Tenant shall retain any profits paid in connection with a sublease or assignment in excess of Tenant's Base Rent obligations hereunder, which profits shall be calculated after deducting all costs incurred by Tenant in connection with the space subject to the transfer, which shall include, but not be limited to, tenant improvements, leasing commissions and the time to sublease and remodel the Leased Premises. Any assignment or subletting shall not release Tenant of its liability under this Lease nor permit any subsequent assignment, subletting or other prohibited act, unless specifically provided in such consent. Within Subtenant within thirty (30) days after the Effective Date, then this Sublease may be terminated by Subtenant upon written notice to Sublandlord, and upon such termination neither party hereto shall have any further rights against or obligations to the other. Notwithstanding the foregoing, if Landlord has not granted its consent within such 30 day period, within two (2) business days after the expiration of such 30 day period, Subtenant may extend the deadline for delivery of Landlord’s consent for an additional thirty (30) days by delivering written notice thereof to Sublandlord. In addition, if Landlord consent to this Sublease has not been obtained within sixty (60) days after the Effective Date hereof, then this Sublease may be terminated by Sublandlord upon written notice to Subtenant, and upon such termination neither party shall have any assignment further rights or subletting, Tenant shall provide obligations to Landlord executed copies of all assignment or subleasing documentsthe other.

Consent of Landlord. Tenant shall not assign this Sublessor believes that, under the terms of the Prime Lease, or sublet this Sublease is not subject to Landlord’s consent. Promptly following the Leased Premises, or any part thereof, without Landlord's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, Tenant shall have the right to sublet up to fifty percent (50%) of the total rentable square feet contained within the Leased Premises without the necessity of obtaining Landlord's prior consent and without releasing the Tenant from liability under this Lease. Prior to any sublease or assignment, Tenant shall first notify Landlord in writing of its election to sublease all or a portion of the Leased Premises or to assign this Lease or any interest hereunder, and shall provide Landlord current financial information and other information requested by Landlord regarding the proposed assignee or subtenant. At any time within fifteen (15) days after service of said notice execution and delivery of this Sublease, Sublessor shall deliver the notice to Landlord required by Section 23 of the Prime Lease, identifying the Subtenant, Subtenant’s business, the anticipated Sublease Commencement Date, a certification that there is no Monthly Sublet Profit, and, if validly requested by Landlord, providing to Landlord a copy of this Sublease. If, for any reason, it is determined that Landlord’s consent is required for this Sublease, and if such information, Landlord shall notify Tenant that it consents or refuses to consent to the sublease or assignment. Landlord shall is not have the right to recapture any sublease or assignment space. Any denial of such sublease or assignment by Landlord as hereinabove provided must be predicated upon a "commercially reasonable basis" for such denial. Tenant shall retain any profits paid in connection with a sublease or assignment in excess of Tenant's Base Rent obligations hereunder, which profits shall be calculated after deducting all costs incurred by Tenant in connection with the space subject to the transfer, which shall include, but not be limited to, tenant improvements, leasing commissions and the time to sublease and remodel the Leased Premises. Any assignment or subletting shall not release Tenant of its liability under this Lease nor permit any subsequent assignment, subletting or other prohibited act, unless specifically provided in such consent. Within received within thirty (30) days after Landlord has notified Sublessor of the requirement of Landlord’s approval, then Sublessor shall have the right, by notice to Subtenant, given prior the receipt of Landlord’s consent, to cancel this Sublease, in which case Sublessor shall promptly return to Subtenant all sums theretofore paid by Subtenant hereunder. Further, if, for any reason, it is determined that Landlord’s consent is required for this Sublease, any fees and costs due to Landlord pursuant to Section 23.B. of the Prime Lease shall be split evenly between Subtenant and Sublessor. Sublessor shall promptly deliver a copy of any assignment or subletting, Tenant shall provide to notice from Landlord executed copies regarding Landlord’s consent of all assignment or subleasing documentsthis Sublease.

Consent of Landlord. Notwithstanding the provisions of Section 12.1 above, but subject to the provisions of this Section 12.4 and the provisions of Sections 12.5, 12.6 and 12.7 below, in the event that Landlord shall not have exercised the termination right as set forth in Section 12.3, or shall have failed to give any or timely notice under Section 12.3, then for a period of one hundred eighty (180) days (i) after the receipt of Landlord’s notice stating that Landlord does not elect the termination right, or (ii) after the expiration of the Acceptance Period, in the event Landlord shall not give any or timely notice under Section 12.3 as the case may be, Tenant shall not have the right to assign this Lease, Lease or sublet the Leased PremisesPremises in accordance with the Proposed Transfer Notice provided that, or any part thereofin each instance, without Landlord's Tenant first obtains the express prior written consentconsent of Landlord, which consent shall not be unreasonably withheld, conditioned withheld or delayed. Without limiting the foregoing standard, Landlord shall not be deemed to be unreasonably withholding its consent to such a proposed assignment or subleasing if: (a) the proposed assignee or subtenant is a tenant in the Building, the 8CC Building or elsewhere in the Development Area or is in active negotiation with the landlord of the building in question, provided that the foregoing shall apply to the 8CC Building or elsewhere in the Development Area only if the landlord of this Building, and the landlord of the other pertinent building, are affiliated with each other (as defined in Section 16.32), or (b) the proposed assignee or subtenant is not of a character consistent with the operation of a first class office building (by way of example Landlord shall not be deemed to be unreasonably withholding its consent to an assignment or subleasing to any governmental or quasi-governmental agency), or (c) giving appropriate weight, if applicable, to the fact that Tenant will nevertheless remain liable under this Lease, the proposed assignee or subtenant does not possess adequate financial capability to assure the performance of the Tenant obligations as and when due or required, or (d) the assignee or subtenant proposes to use the Premises (or part thereof) for a purpose other than the purpose for which the Premises may be used as stated in Section 1.2 hereof, or (e) the character of the business to be conducted or the proposed use of the Premises by the proposed subtenant or assignee shall (i) be likely to materially increase Operating Expenses for the Property beyond that which Landlord now incurs for use by Tenant; provided(ii) be likely to materially increase the burden on elevators or other Building systems or equipment over the burden prior to such proposed subletting or assignment; or (iii) materially violate or be likely to materially violate any provisions or restrictions contained herein relating to the use or occupancy of the Premises, howeveror (f) there shall be existing a monetary or material non-monetary Event of Default (defined in Section 15.1), or (g) any part of the rent payable under the proposed assignment or sublease shall be based in whole or in part on the income or profits derived from the Premises or if any proposed assignment or sublease shall potentially have any adverse effect on the real estate investment trust qualification requirements applicable to Landlord and its affiliates, or If Tenant believes in good faith that Landlord has unreasonably withheld its consent under this Section 12.4, in any case where Landlord is required not to unreasonably withhold its consent, if Tenant shall give notice thereof to Landlord, within five (5) business days of Landlord’s withholding (or deemed withholding) of consent, Tenant shall have the right to sublet up to fifty percent (50%) of the total rentable square feet contained within the Leased Premises without the necessity of obtaining Landlord's prior consent and without releasing the Tenant from liability under this Lease. Prior to any sublease or assignment, Tenant shall first notify Landlord in writing of its election to sublease all or a portion of the Leased Premises or to assign this Lease or any interest hereunder, and shall provide Landlord current financial information and other information requested by Landlord regarding the proposed assignee or subtenant. At any time within fifteen (15) days after service of said notice and delivery an expedited determination of such information, Landlord shall notify Tenant that it consents or refuses claim pursuant to consent to the sublease or assignment. Landlord shall not have the right to recapture any sublease or assignment space. Any denial of such sublease or assignment by Landlord as hereinabove provided must be predicated upon a "commercially reasonable basis" for such denial. Tenant shall retain any profits paid in connection with a sublease or assignment in excess of Tenant's Base Rent obligations hereunder, which profits shall be calculated after deducting all costs incurred by Tenant in connection with the space subject to the transfer, which shall include, but not be limited to, tenant improvements, leasing commissions and the time to sublease and remodel the Leased Premises. Any assignment or subletting shall not release Tenant of its liability under this Lease nor permit any subsequent assignment, subletting or other prohibited act, unless specifically provided in such consent. Within thirty (30) days of any assignment or subletting, Tenant shall provide to Landlord executed copies of all assignment or subleasing documentsSection 12.8 below.

Consent of Landlord. Notwithstanding the provisions of Section 12.1 above, but subject to the provisions of this Section 12.4 and the provisions of Sections 12.5, 12.6 and 12.7 below, in the event that Landlord shall not have exercised the termination right as set forth in Section 12.3, or shall have failed to give any or timely notice under Section 12.3, then for a period of one hundred eighty (180) days (i) after the receipt of Landlord’s notice stating that Landlord does not elect the termination right, or (ii) after the expiration of the Acceptance Period, in the event Landlord shall not give any or timely notice under Section 12.3 as the case may be, Tenant shall not have the right to assign this Lease, Lease or sublet the Leased PremisesPremises in accordance with the Proposed Transfer Notice provided that, or any part thereofin each instance, without Landlord's Tenant first obtains the express prior written consentconsent of Landlord, which consent shall not be unreasonably withheld, conditioned withheld or delayed; provided. It is understood and agreed that Xxxxxxxx’s consent shall be deemed given hereunder if Landlord shall fail to respond to a Proposed Transfer Notice meeting the requirements of Section 12.5 below within ten (10) business days after receipt thereof from Tenant. Without limiting the foregoing standard, however, Tenant Landlord shall have the right not be deemed to sublet up be unreasonably withholding its consent to fifty percent such a proposed assignment or subleasing if: (50%a) of the total rentable square feet contained within the Leased Premises without the necessity of obtaining Landlord's prior consent and without releasing the Tenant from liability under this Lease. Prior to any sublease or assignment, Tenant shall first notify Landlord in writing of its election to sublease all or a portion of the Leased Premises or to assign this Lease or any interest hereunder, and shall provide Landlord current financial information and other information requested by Landlord regarding the proposed assignee or subtenant. At any time within fifteen subtenant is a tenant in the Building or is in active negotiation with Landlord and Landlord has existing space that satisfies such party’s needs, or (15b) days after service the proposed assignee or subtenant is not of said notice and delivery a character consistent with the operation of such information, Landlord shall notify Tenant that it consents or refuses to consent to the sublease or assignment. a first class office building (by way of example Landlord shall not have the right be deemed to recapture any sublease or assignment space. Any denial of such sublease or assignment by Landlord as hereinabove provided must be predicated upon a "commercially reasonable basis" for such denial. Tenant shall retain any profits paid in connection with a sublease or assignment in excess of Tenant's Base Rent obligations hereunder, which profits shall be calculated after deducting all costs incurred by Tenant in connection with the space subject unreasonably withholding its consent to the transfer, which shall include, but not be limited to, tenant improvements, leasing commissions and the time to sublease and remodel the Leased Premises. Any assignment or subletting shall not release Tenant of its liability under this Lease nor permit any subsequent assignment, subletting or other prohibited act, unless specifically provided in such consent. Within thirty (30) days of any assignment or subletting, Tenant shall provide to Landlord executed copies of all an assignment or subleasing documentsto any governmental or quasi-governmental agency), or (c) giving appropriate weight, if applicable, to the fact that Tenant will nevertheless remain liable under this Lease, the proposed assignee or subtenant does not possess adequate financial capability to assure the performance of the Tenant obligations as and when due or required, or (d) the assignee or subtenant proposes to use the Premises (or part thereof) for a purpose other than the purpose for which the Premises may be used as stated in Section 1.2 hereof, or (e) the character of the business to be conducted or the proposed use of the Premises by the proposed subtenant or assignee shall (i) be likely to materially increase Landlord’s Operating Expenses beyond that which Landlord now incurs for use by Tenant; (ii) be likely to materially increase the burden on elevators or other Building systems or equipment over the burden prior to such proposed subletting or assignment; or (iii) materially violate or be likely to materially violate any provisions or restrictions contained herein relating to the use or occupancy of the Premises, or (f) there shall be existing a monetary or material non-monetary Event of Default (defined in Section 15.1), or (g) any part of the rent payable under the proposed assignment or sublease shall be based in whole or in part on the income or profits derived from the Premises or if any proposed assignment or sublease shall potentially have any adverse effect on the real estate investment trust qualification requirements applicable to Landlord and its affiliates.

Consent of Landlord. Notwithstanding the provisions of Section 12.1 above, but subject to the provisions of this Section 12.4 and the provisions of Sections 12.6 and 12.7 below, in the event that Landlord shall not have exercised the termination right as set forth in Section 12.3, or shall have failed to give any or timely notice under Section 12.3, then for a period of one hundred twenty (120) days after (i) the receipt of Landlord’s notice stating that Landlord does not elect to exercise the termination right, or (ii) the expiration of the Acceptance Period, in the event Landlord shall not give any or timely notice under Section 12.3 as the case may be, Tenant shall not have the right to assign this Lease, Lease or sublet the Leased Premises, all or any part thereofportion of the of the Premises in accordance with the Proposed Transfer Notice provided that, without Landlord's in each instance, Tenant first obtains the express prior written consentconsent of Landlord, which consent shall not be unreasonably withheld, conditioned withheld or delayed; provided. Any disapproval by Landlord of a proposed assignment or subletting shall set forth in reasonable detail the reason or reasons therefor. Without limiting the foregoing standard, howeverLandlord shall not be deemed to be unreasonably withholding its consent to such a proposed assignment or subleasing if: a. the proposed assignee or subtenant is a tenant in the Building or is (or within the previous sixty (60) days has been) in active negotiation (meaning that Landlord has issued or received a lease proposal with such party) with Landlord or an affiliate of Landlord for premises in the Building or is not of a character consistent with the operation of a first class office building (by way of example Landlord shall not be deemed to be unreasonably withholding its consent to an assignment or subleasing to any governmental or quasi governmental agency or to a so called “call center”). Notwithstanding the foregoing, Tenant shall have the right to sublet up to fifty percent (50%) of the total rentable square feet contained within the Leased Premises without the necessity of obtaining Landlord's prior consent and without releasing the Tenant from liability under this Lease. Prior to any sublease or assignment, Tenant shall first notify Landlord in writing of its election to may sublease all or a portion of the Leased Premises (the “Subleased Premises”) to a tenant of the Building if such subtenant’s need, as to the size of premises and length of term, cannot then (i.e., at the time that Tenant’s sublease would commence) be satisfied by Landlord or its affiliates within the Building; or b. the proposed assignee does not possess adequate financial capability to perform the Tenant obligations as and when due or required; or c. the assignee or subtenant proposes to use the Premises (or part thereof) for a purpose other than the purpose for which the Premises may be used as stated in Section 1.2 hereof; or d. the character of the business to be conducted or the proposed use of the Premises by the proposed subtenant or assignee shall (i) be likely to materially increase Landlord’s Operating Expenses beyond that which Landlord now incurs for use by Tenant; (ii) be likely to materially increase the burden on elevators or other Building systems or equipment over the burden generated by normal and customary office usage; or (iii) violate or be likely to violate any provisions or restrictions contained herein relating to the use or occupancy of the Premises; or e. there shall be existing an Event of Default (defined in Section 15.1) or there have been two (2) or more Event of Default occurrences within the twelve (12) months immediately preceding Landlord’s receipt of Tenant’s Proposed Transfer Notice; or f. any part of the rent payable under the proposed assignment or sublease shall be based in whole or in part on the income or profits derived from the Premises or if any proposed assignment or sublease shall potentially have any adverse effect on the real estate investment trust qualification requirements applicable to assign this Lease Landlord and its affiliates; or g. the holder of any mortgage on property which includes the Premises having approval rights over such proposed assignment or any interest hereunder, and shall provide Landlord current financial information and other information requested by Landlord regarding sublease does not approve of the same (where such holder has approval rights pursuant to the terms of the mortgage); or h. due to the identity or business of a proposed assignee or subtenant, such approval would cause Landlord to be in violation of any covenant or restriction contained in another lease for space within the Building. At any time within fifteen (15) days after service of said notice and delivery of such information, If Landlord shall notify Tenant that it consents or refuses to consent to the sublease or assignment. Landlord shall not have the right to recapture any sublease or assignment space. Any denial of such sublease or assignment by Landlord as hereinabove provided must be predicated upon a "commercially reasonable basis" for such denial. Tenant shall retain any profits paid in connection with a sublease or assignment in excess of Tenant's Base Rent obligations hereunder, which profits shall be calculated after deducting all costs incurred by Tenant in connection with the space subject to the transfer, which shall include, but not be limited to, tenant improvements, leasing commissions and the time to sublease and remodel the Leased Premises. Any assignment or subletting shall not release Tenant of its liability under this Lease nor permit any subsequent assignment, subletting or other prohibited act, unless specifically provided in such consent. Within thirty (30) days of any proposed assignment or subletting, as the case may be, then, in such event, Tenant may thereafter sublease or assign pursuant to Tenant’s notice, as given hereunder; provided, however, that if such assignment or sublease shall provide not be executed and delivered to Landlord within ninety (90) days after the date of Landlord’s consent, the consent shall be deemed null and void and the provisions of Section 12.2 shall be applicable. At the written request of Tenant, Landlord will approve or disapprove of a proposed transferee prior to receiving a final, executed copies copy of all the proposed assignment, sublease and other contractual documents, provided that (i) Landlord has been provided with sufficient information to make such decision, and (ii) any approval by Landlord of a proposed transferee shall be conditioned upon Landlord’s subsequent approval of the actual signed assignment, sublease or other contractual documents that are entered into to effectuate the proposed Transfer. Notwithstanding the foregoing, Landlord’s approval shall be null and void and deemed withdrawn if Tenant does not, within ninety (90) days of Tenant’s initial request for Landlord’s approval, enter into an assignment or subleasing documentssublease upon substantially the same economic and other material terms as were set forth in the documentation previously delivered to Landlord.

Consent of Landlord. Tenant Section 28 of the Master Lease requires Sub-Sublandlord to obtain the written consent of Landlord to this Sub-Sublease, and Section 15 of the Sublease requires Sub-Sublandlord to obtain the written consent of Sublandlord to this Sub-Sublease. Sublandlord shall not assign this Lease, or sublet the Leased Premises, or any part thereof, without solicit Landlord's prior written consent, which and Sublandlord's consent shall not be unreasonably withheld, conditioned or delayed; provided, however, Tenant shall have to this Sub-Sublease promptly following the right to sublet up to fifty percent (50%execution and delivery of this Sub-Sublease by Sublandlord and Sub-Subtenant. For purposes of Section 28(b) of the total rentable square feet contained within Master Lease, the Leased Premises without the necessity "proposed effective date" of obtaining Landlord's prior consent and without releasing the Tenant from liability under this Lease. Prior to any sublease or assignment, Tenant shall first notify Landlord in writing of its election to sublease all or a portion of the Leased Premises or to assign this Lease or any interest hereunder, and shall provide Landlord current financial information and other information requested by Landlord regarding the proposed assignee or subtenant. At any time within fifteen (15) days after service of said notice and delivery of such information, Landlord shall notify Tenant that it consents or refuses to consent to the sublease or assignment. Landlord shall not have the right to recapture any sublease or assignment space. Any denial of such sublease or assignment by Landlord as hereinabove provided must be predicated upon a "commercially reasonable basis" for such denial. Tenant shall retain any profits paid in connection with a sublease or assignment in excess of Tenant's Base Rent obligations hereunder, which profits Sub-Sublease shall be calculated after deducting all costs incurred by Tenant in connection with deemed to be the space subject to the transfer, which Sub-Sublease Commencement Date. If Landlord or Sublandlord shall include, but not be limited to, tenant improvements, leasing commissions and the time to sublease and remodel the Leased Premises. Any assignment or subletting shall not release Tenant give Sub-Sublandlord written notice of its liability under their respective disapprovals of this Lease nor permit any subsequent assignment, subletting or other prohibited act, unless specifically provided in such consent. Within Sub-Sublease within thirty (30) days after their respective receipts of Sub-Sublandlord's request for approval and the related information, documentation and fee required to be submitted pursuant to Section 28(b) of the Master Lease, then either Party may elect to terminate this Sub-Sublease by delivering written notice of such election to the other Party. Upon any assignment such termination, Sublandlord shall promptly refund to Sub-Subtenant, without interest, the advance Base Rental and Deposit theretofore paid by Sub-Subtenant to Sub-Sublandlord pursuant to Sections 4 and 5 (but Sub-Sublandlord shall not be obligated to reimburse the out-of-pocket costs incurred by Sub-Subtenant in connection with entering into this Sub-Sublease), whereupon neither Party shall have any further rights against or sublettingobligations to the other Party. The Parties acknowledge that under Section 1.A.(1) of the Modification Agreement, Tenant Landlord's or Sublandlord's failure to give Sub-Sublandlord a written notice withholding Landlord's or Sub-Sublandlord's consent to this Sub-Sublease within such thirty (30)- day period shall provide be deemed to Landlord executed copies of all assignment constitute Landlord's or subleasing documentsSublandlord's refusal to consent to this Sub-Sublease.

Consent of Landlord. Notwithstanding the provisions of Section 12.1 above, but subject to the provisions of this Section 12.4 and the provisions of Sections 12.6 and 12.7 below, in the event that Landlord shall not have exercised the termination right as set forth in Section 12.3, or shall have failed to give any or timely notice under Section 12.3, then for a period of one hundred and eighty (180) days after (i) the receipt of Landlord’s notice stating that Landlord does not elect the termination right, or (ii) the expiration of the Acceptance Period, in the event Landlord shall not give any or timely notice under Section 12.3 as the case may be, Tenant shall not have the right to assign this Lease, Lease or sublet the Leased Premisesportion of the Premises described in the Proposed Transfer Notice in accordance with the Proposed Transfer Notice; provided that, or any part thereofin each instance, without Landlord's Tenant first obtains the express prior written consentconsent of Landlord, which consent shall not be unreasonably withheld, conditioned withheld or delayed; provided. Without limiting the foregoing standard, however, Tenant Landlord shall have the right not be deemed to sublet up be unreasonably withholding its consent to fifty percent such a proposed assignment or subleasing if: (50%A) of the total rentable square feet contained within the Leased Premises without the necessity of obtaining Landlord's prior consent and without releasing the Tenant from liability under this Lease. Prior to any sublease or assignment, Tenant shall first notify Landlord in writing of its election to sublease all or a portion of the Leased Premises or to assign this Lease or any interest hereunder, and shall provide Landlord current financial information and other information requested by Landlord regarding the proposed assignee or subtenant. At any time within fifteen subtenant is a tenant in the Building or is in active negotiation with Landlord and or an affiliate of Landlord and Landlord has existing space that satisfies such party’s needs, or (15B) days after service the proposed assignee or subtenant is not of said notice and delivery a character consistent with the operation of such information, Landlord shall notify Tenant that it consents or refuses to consent to the sublease or assignment. a first class office/lab building (by way of example Landlord shall not have be deemed to be unreasonably withholding its consent to an assignment or subleasing to any governmental or quasi-governmental agency), or (C) giving appropriate weight, if applicable, to the right fact that Tenant will nevertheless remain liable under this Lease, the proposed assignee or subtenant does not possess adequate financial capability to recapture assure the performance of the Tenant obligations as and when due or required, or (D) the assignee or subtenant proposes to use the Premises (or part thereof) for a purpose other than the purpose for which the Premises may be used as stated in Section 1.1 hereof, or (E) the character of the business to be conducted or the proposed use of the Premises by the proposed subtenant or assignee shall (i) be likely to materially increase Landlord’s Operating Expenses beyond that which Landlord now incurs for use by Tenant; (ii) be likely to materially increase the burden on elevators or other Building systems or equipment over the burden prior to such proposed subletting or assignment; or (iii) materially violate or be likely to materially violate any sublease provisions or assignment space. Any denial restrictions contained herein relating to the use or occupancy of such sublease or assignment by Landlord as hereinabove provided must be predicated upon a "commercially reasonable basis" for such denial. Tenant shall retain any profits paid in connection with a sublease or assignment in excess of Tenant's Base Rent obligations hereunderthe Premises, which profits or (F) there shall be calculated after deducting all costs incurred by Tenant existing a monetary or material non-monetary Event of Default (defined in connection Section 15.1), or (G) any part of the rent payable under the proposed assignment or sublease shall be based in whole or in part on the income or profits derived from the Premises or if any proposed assignment or sublease shall potentially have any adverse effect on the real estate investment trust qualification requirements applicable to Landlord and its affiliates, or (H) the holder of any mortgage or ground lease on property which includes the Premises does not approve of the proposed assignment or sublease, where such mortgage holder or ground lessor has approval rights with the space subject respect to the transfer, which shall include, but not be limited to, tenant improvements, leasing commissions and the time to sublease and remodel the Leased Premises. Any such proposed assignment or subletting shall not release Tenant pursuant to the terms of its liability under this Lease nor permit mortgage or ground lease, or (I) due to the identity or business of a proposed assignee or subtenant, such approval would cause Landlord to be in violation of any subsequent assignment, subletting covenant or restriction contained in another lease or other prohibited act, unless specifically provided agreement affecting space in such consent. Within thirty (30) days of any assignment or subletting, Tenant shall provide to Landlord executed copies of all assignment or subleasing documentsthe Building.

Consent of Landlord. Notwithstanding the provisions of Section 12.1 above, but subject to the provisions of this Section 12.4 and the provisions of Sections 12.6 and 12.7 below, in the event that Landlord shall not have exercised the termination right as set forth in Section 12.3, or shall have failed to give any or timely notice under Section 12.3, then for a period of one hundred fifty (150) days after (i) the receipt of Landlord's notice stating that Landlord does not elect to exercise the termination right, or (ii) the expiration of the Acceptance Period, in the event Landlord shall not give any or timely notice under Section 12.3 as the case may be, Tenant shall not have the right to assign this Lease, Lease or sublet the Leased Premiseswhole (but not part) of the Premises in accordance with the Proposed Transfer Notice provided that, or any part thereofin each instance, without Landlord's Tenant first obtains the express prior written consentconsent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed; provided. Any disapproval by Landlord of a proposed assignment or subletting shall set forth in reasonable detail the reason or reasons therefor. Without limiting the foregoing standard, howeverLandlord shall not be deemed to be unreasonably withholding its consent to such a proposed assignment or subleasing if: (a) the proposed assignee or subtenant is a tenant elsewhere in the Complex or is (or within the previous sixty (60) days has been) in active negotiation (meaning that the prospective landlord entity has issued or received a lease proposal with such party) with Landlord, Overlandlord, or any affiliate of Landlord or Overlandlord for premises in the Building or elsewhere in the Complex or is not of a character consistent with the operation of a first class office building (by way of example Landlord shall not be deemed to be unreasonably withholding its consent to an assignment or subleasing to any governmental or quasi-governmental agency or to a so-called “call center”). Notwithstanding the foregoing, Tenant shall have the right to sublet up to fifty percent (50%) of the total rentable square feet contained within the Leased Premises without the necessity of obtaining Landlord's prior consent and without releasing the Tenant from liability under this Lease. Prior to any sublease or assignment, Tenant shall first notify Landlord in writing of its election to may sublease all or a portion of the Leased Premises (the “Subleased Premises”) to a tenant of the Building or elsewhere within the Complex if such subtenant's need, as to assign this Lease or any interest hereunderthe size of premises and length of term, and shall provide Landlord current financial information and other information requested cannot then (i.e., at the time that Tenant's sublease would commence) be satisfied by Landlord regarding or its affiliates within the Building or the Complex; or (b) the proposed assignee or subtenantany subtenant subleasing more than forty percent (40%) of the Premises does not possess adequate financial capability to perform the Tenant obligations as and when due or required; or (c) the assignee or subtenant proposes to use the Premises (or part thereof) for a purpose other than the purpose for which the Premises may be used as stated in Section 1.2 hereof; or (d) the character of the business to be conducted or the proposed use of the Premises by the proposed subtenant or assignee shall (i) be likely to materially increase Landlord's Operating Expenses beyond that which Landlord now incurs for use by Tenant; (ii) be likely to materially increase the burden on elevators or other Building systems or equipment over the burden generated by normal and customary office usage; or (iii) violate or be likely to violate any provisions or restrictions contained herein relating to the use or occupancy of the Premises. At any time within fifteen Notwithstanding the foregoing, if Landlord objects to a proposed assignee or subtenant on the grounds of subsection (15i) days after service or (ii) of said notice and delivery this Section 12.4(d), Tenant may overcome such objection by agreeing to pay the amount of such informationincrease; or (e) there shall be existing an Event of Default (defined in Section 15.1) or there have been three (3) or more Event of Default occurrences within the twelve (12) months immediately preceding Landlord's receipt of Tenant's Proposed Transfer Notice; or (f) any proposed assignment or sublease shall potentially have any adverse effect on the real estate investment trust qualification requirements applicable to Landlord and its affiliates; or (g) with respect to a proposed assignment or a sublease of 50% or more of the Premises, the holder of any mortgage on property which includes the Premises having approval rights over such proposed assignment or sublease does not approve of the same (where such holder has approval rights pursuant to the terms of the mortgage), which approval will not be unreasonably withheld, conditioned or delayed in accordance with the terms of this Article XII; or (h) due to the identity or business of a proposed assignee or subtenant, such approval would cause Landlord to be in violation of any covenant or restriction contained in another lease or other agreement affecting space in the Complex, including, without limitation, the Retail Portion of the Complex. Notwithstanding the foregoing, Tenant's right to sublease all or any portion of the Premises shall notify Tenant not be restricted by Landlord (x) due to the financial condition of the subtenant or (y) by any rent hurdle or other rental threshold that it consents or refuses Landlord may deem needed in order to consent to the sublease or assignmenta proposed sublease. If Landlord shall not have the right to recapture any sublease or assignment space. Any denial of such sublease or assignment by Landlord as hereinabove provided must be predicated upon a "commercially reasonable basis" for such denial. Tenant shall retain any profits paid in connection with a sublease or assignment in excess of Tenant's Base Rent obligations hereunder, which profits shall be calculated after deducting all costs incurred by Tenant in connection with the space subject consent to the transfer, which shall include, but not be limited to, tenant improvements, leasing commissions and the time to sublease and remodel the Leased Premises. Any assignment or subletting shall not release Tenant of its liability under this Lease nor permit any subsequent assignment, subletting or other prohibited act, unless specifically provided in such consent. Within thirty (30) days of any proposed assignment or subletting, as the case may be, then, in such event, Tenant may thereafter sublease or assign pursuant to Tenant's notice, as given hereunder; provided, however, that if such assignment or sublease shall provide not be executed and delivered to Landlord within ninety (90) days after the date of Landlord's consent, the consent shall be deemed null and void and the provisions of Section 12.2 shall be applicable. At the written request of Tenant, Landlord will approve or disapprove of a proposed transferee prior to receiving a final, executed copies copy of all the proposed assignment, sublease and other contractual documents, provided that (i) Landlord has been provided with sufficient information to make such decision, and (ii) any approval by Landlord of a proposed transferee shall be conditioned upon Landlord's subsequent approval of the actual signed assignment, sublease or other contractual documents that are entered into to effectuate the proposed Transfer. Notwithstanding the foregoing, Landlord's approval shall be null and void and deemed withdrawn if Tenant does not, within ninety (90) days of Tenant's initial request for Landlord's approval, enter into an assignment or subleasing documentssublease upon substantially the same economic and other material terms as were set forth in the documentation previously delivered to Landlord.

Consent of Landlord. Tenant Landlord’s written consent to this Sublease in accordance with the terms of the Master Lease is a condition precedent to the validity of the Sublease. If Landlord’s consent has not been obtained in a form acceptable to Sublessee, in its reasonable discretion, and a copy of that consent delivered to Sublessee by the thirtieth (30th) day following the date of this Sublease, each party shall not assign thereafter have the ongoing right, subject to the terms of this LeaseSection 13, or sublet to terminate this Sublease pursuant to a notice (the Leased Premises“Termination Notice”) so stating delivered to the other party. If Sublessor fails to deliver to Sublessee the consent of Landlord to this Sublease within ten (10) days following delivery of the Termination Notice (the “Termination Date”), or this Sublease shall automatically terminate and the parties shall be released from any part thereof, without Landlord's prior written consent, which consent further obligations under this Sublease and the prepaid Sublease Rent and Security Deposit shall not be unreasonably withheld, conditioned or delayed; providedpromptly returned to Sublessee. If, however, Tenant Sublessor delivers to Sublessee the consent of Landlord on or before the Termination Date, the condition subsequent set forth in this Section 13 shall have be satisfied and this Sublease shall continue in full force and effect. In the right event that Sublessee desires to sublet up make any alterations or improvements, or otherwise take any action that will require the consent of Landlord and Sublessor, then Sublessor shall (i) use reasonable and diligent efforts to fifty percent (50%) obtain such consent of the total rentable square feet contained within the Leased Premises without the necessity of obtaining Landlord's prior consent and without releasing the Tenant from liability under this Lease. Prior to any sublease or assignment, Tenant shall first notify Landlord in writing of its election to sublease all or a portion of the Leased Premises or to assign this Lease or any interest hereunder, and shall provide Landlord current financial information and other information requested by Landlord regarding the proposed assignee or subtenant. At any time within fifteen (15ii) days after service of said notice and delivery of such information, Landlord shall notify Tenant that it consents or refuses to consent to the sublease or assignment. Landlord shall not have the right to recapture any sublease or assignment space. Any denial of such sublease or assignment by Landlord as hereinabove provided must be predicated upon a "commercially reasonable basis" for such denial. Tenant shall retain any profits paid in connection with a sublease or assignment in excess of Tenant's Base Rent obligations hereunder, which profits shall be calculated after deducting all costs incurred by Tenant in connection with the space subject to the transfer, which shall include, but not be limited to, tenant improvements, leasing commissions and the time to sublease and remodel the Leased Premises. Any assignment or subletting shall not release Tenant of unreasonably withhold its liability under this Lease nor permit any subsequent assignment, subletting or other prohibited act, unless specifically provided in such consent. Within thirty (30) days of any assignment or subletting, Tenant shall provide to Landlord executed copies of all assignment or subleasing documents.

Consent of Landlord. Notwithstanding the provisions of Section 12.1 above, but subject to the provisions of this Section 12.4 and the provisions of Sections 12.6 and 12.7 below, in the event that Landlord shall not have exercised the termination right as set forth in Section 12.3, or shall have failed to give any or timely notice under Section 12.3, then for a period of one hundred twenty (120) days (i) after the receipt of Landlord’s notice stating that Landlord does not elect the termination right, or (ii) after the expiration of the Acceptance Period, in the event Landlord shall not give any or timely notice under Section 12.3 as the case may be, Tenant shall not have the right to assign this Lease, Lease or sublet the Leased PremisesPremises in accordance with the Proposed Transfer Notice provided that, or any part thereofin each instance, without Landlord's Tenant first obtains the express prior written consentconsent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Without limiting the foregoing standard, Landlord shall not be deemed to be unreasonably withholding its consent to such a proposed assignment or subleasing if: (a) the proposed assignee or subtenant is (i) a tenant in the Building and Landlord has comparable space available to lease to such party, or (ii) is (or within the previous sixty (60) days has been) in active negotiation with Landlord or an affiliate of Landlord for premises in the Building or (iii) is not of a character consistent with the operation of a first class office building (by way of example Landlord shall not be deemed to be unreasonably withholding its consent to an assignment or subleasing to any governmental or quasi-governmental agency), or (b) the proposed assignee does not possess adequate financial capability to perform the Tenant obligations as and when due or required, or the proposed subtenant does not possess adequate financial capability to perform the subtenant obligations as and when due or required, or (c) the assignee or subtenant proposes to use the Premises (or part thereof) for a purpose other than the purpose for which the Premises may be used as stated in Section 1.1 hereof, or (d) the character of the business to be conducted or the proposed use of the Premises by the proposed subtenant or assignee shall (i) be likely to materially increase Landlord’s Operating Expenses beyond that which Landlord now incurs for use by Tenant; (ii) be likely to materially increase the burden on elevators or other Building systems or equipment over the burden generated by normal and customary office usage; or (iii) violate or be likely to violate any provisions or restrictions contained herein relating to the use or occupancy of the Premises, or (e) there shall be an existing monetary or material non-monetary Event of Default (defined in Section 15.1) or there have been five (5) or more monetary or material non-monetary Event of Default occurrences during the Term, or (f) any part of the rent payable under the proposed assignment or sublease shall be based in whole or in part on the income or profits derived from the Premises or if any proposed assignment or sublease shall potentially have any adverse effect on the real estate investment trust qualification requirements applicable to Landlord and its affiliates, or (g) the holder of any mortgage or ground lease on property which includes the Premises does not approve of the proposed assignment or sublease where such mortgagee or holder has approval rights under the terms of the mortgage or ground lease, as applicable, or (h) due to the identity or business of a proposed assignee or subtenant, such approval would cause Landlord to be in violation of any covenant or restriction contained in another lease or other agreement affecting space in the Building. If Landlord shall consent to the proposed assignment or subletting, as the case may be, then, in such event, Tenant may thereafter sublease or assign pursuant to Tenant’s notice, as given hereunder; provided, however, Tenant that if such assignment or sublease shall have the right not be executed and delivered to sublet up to fifty percent Landlord within ninety (50%) of the total rentable square feet contained within the Leased Premises without the necessity of obtaining Landlord's prior consent and without releasing the Tenant from liability under this Lease. Prior to any sublease or assignment, Tenant shall first notify Landlord in writing of its election to sublease all or a portion of the Leased Premises or to assign this Lease or any interest hereunder, and shall provide Landlord current financial information and other information requested by Landlord regarding the proposed assignee or subtenant. At any time within fifteen (1590) days after service the date of said notice and delivery of such informationLandlord’s consent, Landlord shall notify Tenant that it consents or refuses to the consent to the sublease or assignment. Landlord shall not have the right to recapture any sublease or assignment space. Any denial of such sublease or assignment by Landlord as hereinabove provided must be predicated upon a "commercially reasonable basis" for such denial. Tenant shall retain any profits paid in connection with a sublease or assignment in excess of Tenant's Base Rent obligations hereunder, which profits shall be calculated after deducting all costs incurred by Tenant in connection with the space subject to the transfer, which shall include, but not be limited to, tenant improvements, leasing commissions deemed null and void and the time to sublease and remodel the Leased Premises. Any assignment or subletting provisions of Section 12.2 shall not release Tenant of its liability under this Lease nor permit any subsequent assignment, subletting or other prohibited act, unless specifically provided in such consent. Within thirty (30) days of any assignment or subletting, Tenant shall provide to Landlord executed copies of all assignment or subleasing documentsbe applicable.

Consent of Landlord. Tenant shall not assign this Lease, or sublet the Leased Premises, or any part thereof, without Landlord's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, Tenant shall have the right to sublet up to fifty percent (50%) of the total rentable square feet contained within the Leased Premises without the necessity of obtaining Landlord's prior consent and without releasing the Tenant from liability under this Lease. Prior A. With respect to any sublease or assignmentassignment where Landlord's consent is required, Tenant shall first notify Landlord in writing agrees, subject to the provisions of its election this Section 12.4 and subject to sublease all or a portion of the Leased Premises or to assign this Lease or any interest hereunderSections 12.5, 12.6, and 12.7, that it will not unreasonably withhold or delay its consent to a proposed sublease or assignment. B. Without limiting the standard of reasonableness which is applicable to the granting of Landlord's consent under this Section 12.4, Landlord shall provide Landlord current financial information not be deemed to be unreasonably withholding its consent to such a proposed assignment or subleasing if: (1) with respect to an assignment of Tenant's interest in this Lease, and other information requested by Landlord regarding with respect to a sublease of more than 100,000 square feet of Rentable Floor Area, the proposed assignee or subtenant. At any time subtenant does not possess adequate financial capability to perform the obligations of Tenant, to the extent undertaken in the proposed sublease or assignment, as and when due or required, or (2) the assignee or subtenant proposes to use the Premises (or part thereof) for a purpose other than the purpose for which the Premises may be used as stated in Section 1.3 hereof, or (3) there shall be existing an Event of Default (defined in Section 15.1). C. If Landlord fails, within fifteen ten (1510) days after service Landlord's receipt from Tenant of said notice a Tenant Transfer Request, as hereinafter defined, to respond in writing to such Request (i.e. either by approving such Request or by disapproving such Request and delivery advising Tenant of the basis of such informationdisapproval), then such Request shall conclusively be deemed to have been approved by Landlord. For the purposes hereof, a "Tenant Transfer Request" shall be defined as a written request from Tenant to Landlord for Landlord's consent to a proposed sublease or assignment of Tenant's interest in the Lease which contains: (i) all information required pursuant to Section 12.5, and (ii) a written statement, specifically referring to this Paragraph C, to the effect that if Landlord fails to respond to such Request within ten (10) days of Landlord's receipt of such Request, Landlord shall notify Tenant that it consents or refuses be conclusively deemed to consent to the sublease or assignment. Landlord shall not have the right to recapture any sublease or assignment space. Any denial of approved such sublease or assignment by Landlord as hereinabove provided must be predicated upon a "commercially reasonable basis" for such denial. Tenant shall retain any profits paid in connection with a sublease or assignment in excess of Tenant's Base Rent obligations hereunder, which profits shall be calculated after deducting all costs incurred by Tenant in connection with the space subject to the transfer, which shall include, but not be limited to, tenant improvements, leasing commissions and the time to sublease and remodel the Leased Premises. Any assignment or subletting shall not release Tenant of its liability under this Lease nor permit any subsequent assignment, subletting or other prohibited act, unless specifically provided in such consent. Within thirty (30) days of any assignment or subletting, Tenant shall provide to Landlord executed copies of all assignment or subleasing documentsRequest.

Consent of Landlord. Notwithstanding the provisions of Section 12.1 above, but subject to the provisions of this Section 12.4 and the provisions of Sections 12.5, 12.6 and 12.7 below, in the event that Landlord shall not have exercised the termination right as set forth in Section 12.3, or shall have failed to give any or timely notice under Section 12.3, then for a period of one hundred eighty (180) days (i) after the receipt of Landlord’s notice stating that Landlord does not elect the termination right, or (ii) after the expiration of the Acceptance Period, in the event Landlord shall not give any or timely notice under Section 12.3 as the case may be, Tenant shall not have the right to assign this Lease, Lease or sublet the Leased PremisesPremises in accordance with the Proposed Transfer Notice provided that, or any part thereofin each instance, without Landlord's Tenant first obtains the express prior written consentconsent of Landlord, which consent shall not be unreasonably withheld, conditioned withheld or delayed. Without limiting the foregoing standard, Landlord shall not be deemed to be unreasonably withholding its consent to such a proposed assignment or subleasing if: (a) the proposed assignee or subtenant is a tenant in the Building, the 4CC Building or elsewhere in the Development Area or is in active negotiation with the landlord of the building in question, provided that the foregoing shall apply to the 4CC Building or elsewhere in the Development Area only if the landlord of this Building, and the landlord of the other pertinent building, are affiliated with each other (as defined in Section 16.32), or (b) the proposed assignee or subtenant is not of a character consistent with the operation of a first class office building (by way of example Landlord shall not be deemed to be unreasonably withholding its consent to an assignment or subleasing to any governmental or quasi-governmental agency), or (c) giving appropriate weight, if applicable, to the fact that Tenant will nevertheless remain liable under this Lease, the proposed assignee or subtenant does not possess adequate financial capability to assure the performance of the Tenant obligations as and when due or required, or (d) the assignee or subtenant proposes to use the Premises (or part thereof) for a purpose other than the purpose for which the Premises may be used as stated in Section 1.2 hereof, or (e) the character of the business to be conducted or the proposed use of the Premises by the proposed subtenant or assignee shall (i) be likely to materially increase Operating Expenses for the Property beyond that which Landlord now incurs for use by Tenant; provided(ii) be likely to materially increase the burden on elevators or other Building systems or equipment over the burden prior to such proposed subletting or assignment; or (iii) materially violate or be likely to materially violate any provisions or restrictions contained herein relating to the use or occupancy of the Premises, howeveror (f) there shall be existing a monetary or material non-monetary Event of Default (defined in Section 15.1), or (g) any part of the rent payable under the proposed assignment or sublease shall be based in whole or in part on the income or profits derived from the Premises or if any proposed assignment or sublease shall potentially have any adverse effect on the real estate investment trust qualification requirements applicable to Landlord and its affiliates, or If Tenant believes in good faith that Landlord has unreasonably withheld its consent under this Section 12.4, in any case where Landlord is required not to unreasonably withhold its consent, if Tenant shall give notice thereof to Landlord, within five (5) business days of Landlord’s withholding (or deemed withholding) of consent, Tenant shall have the right to sublet up to fifty percent (50%) of the total rentable square feet contained within the Leased Premises without the necessity of obtaining Landlord's prior consent and without releasing the Tenant from liability under this Lease. Prior to any sublease or assignment, Tenant shall first notify Landlord in writing of its election to sublease all or a portion of the Leased Premises or to assign this Lease or any interest hereunder, and shall provide Landlord current financial information and other information requested by Landlord regarding the proposed assignee or subtenant. At any time within fifteen (15) days after service of said notice and delivery an expedited determination of such information, Landlord shall notify Tenant that it consents or refuses claim pursuant to consent to the sublease or assignment. Landlord shall not have the right to recapture any sublease or assignment space. Any denial of such sublease or assignment by Landlord as hereinabove provided must be predicated upon a "commercially reasonable basis" for such denial. Tenant shall retain any profits paid in connection with a sublease or assignment in excess of Tenant's Base Rent obligations hereunder, which profits shall be calculated after deducting all costs incurred by Tenant in connection with the space subject to the transfer, which shall include, but not be limited to, tenant improvements, leasing commissions and the time to sublease and remodel the Leased Premises. Any assignment or subletting shall not release Tenant of its liability under this Lease nor permit any subsequent assignment, subletting or other prohibited act, unless specifically provided in such consent. Within thirty (30) days of any assignment or subletting, Tenant shall provide to Landlord executed copies of all assignment or subleasing documentsSection 12.8 below.

Consent of Landlord. Tenant Landlord’s written consent to this Sublease in accordance with the terms of the Master Lease is a condition precedent to the validity of the Sublease. If Landlord’s consent has not been obtained in a form acceptable to Sublessee, in its reasonable discretion, and a copy of that consent delivered to Sublessee by the thirtieth (30th) day following the date of this Sublease, each party shall not assign thereafter have the ongoing right, subject to the terms of this LeaseSection 13, or sublet to terminate this Sublease pursuant to a notice (the Leased Premises“Termination Notice”) so stating delivered to the other party. If Sublessor fails to deliver to Sublessee the consent of Landlord to this Sublease within ten (10) days following delivery of the Termination Notice (the “Termination Date”), or this Sublease shall automatically terminate and the parties shall be released from any part thereof, without Landlord's prior written consent, which consent further obligations under this Sublease and the prepaid Sublease Rent and Security Deposit shall not be unreasonably withheld, conditioned or delayed; providedpromptly returned to Sublessee. If, however, Tenant Sublessor delivers to Sublessee the consent of Landlord on or before the Termination Date, the condition subsequent set forth in this Section 13 shall have be satisfied and this Sublease shall continue in full force and effect. Sublessor shall use reasonable efforts to obtain Landlord’s written consent to this Sublease as soon as reasonably practicable. In the right event that Sublessee desires to sublet up make any alterations or improvements, or otherwise take any action that will require the consent of Landlord and Sublessor, then Sublessor shall (i) use reasonable and diligent efforts to fifty percent (50%) obtain such consent of the total rentable square feet contained within the Leased Premises without the necessity of obtaining Landlord's prior consent and without releasing the Tenant from liability under this Lease. Prior to any sublease or assignment, Tenant shall first notify Landlord in writing of its election to sublease all or a portion of the Leased Premises or to assign this Lease or any interest hereunder, and shall provide Landlord current financial information and other information requested by Landlord regarding the proposed assignee or subtenant. At any time within fifteen (15ii) days after service of said notice and delivery of such information, Landlord shall notify Tenant that it consents or refuses to consent to the sublease or assignment. Landlord shall not have the right to recapture any sublease or assignment space. Any denial of such sublease or assignment by Landlord as hereinabove provided must be predicated upon a "commercially reasonable basis" for such denial. Tenant shall retain any profits paid in connection with a sublease or assignment in excess of Tenant's Base Rent obligations hereunder, which profits shall be calculated after deducting all costs incurred by Tenant in connection with the space subject to the transfer, which shall include, but not be limited to, tenant improvements, leasing commissions and the time to sublease and remodel the Leased Premises. Any assignment or subletting shall not release Tenant of unreasonably withhold its liability under this Lease nor permit any subsequent assignment, subletting or other prohibited act, unless specifically provided in such consent. Within thirty (30) days of any assignment or subletting, Tenant shall provide to Landlord executed copies of all assignment or subleasing documents.

Consent of Landlord. Tenant shall not assign this Sublessor believes that, under the terms of the Prime Lease, or sublet this First Amendment is not subject to Landlord’s consent. Promptly following the Leased Premises, or any part thereof, without Landlord's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, Tenant shall have the right to sublet up to fifty percent (50%) of the total rentable square feet contained within the Leased Premises without the necessity of obtaining Landlord's prior consent and without releasing the Tenant from liability under this Lease. Prior to any sublease or assignment, Tenant shall first notify Landlord in writing of its election to sublease all or a portion of the Leased Premises or to assign this Lease or any interest hereunder, and shall provide Landlord current financial information and other information requested by Landlord regarding the proposed assignee or subtenant. At any time within fifteen (15) days after service of said notice execution and delivery of such informationthis First Amendment, Sublessor shall deliver the notice to Landlord shall notify Tenant that it consents or refuses to consent required by Section 23 of the Prime Lease, identifying the Subtenant, Subtenant’s business, the anticipated Effective Date of this First Amendment and Expansion Date, a certification as to the sublease or assignmentMonthly Sublet Profit (if any), and, if validly requested by Landlord, providing to Landlord a copy of this First Amendment. Landlord shall If, for any reason, it is determined that Landlord’s consent is required for this First Amendment, and if such consent is not have the right to recapture any sublease or assignment space. Any denial of such sublease or assignment by Landlord as hereinabove provided must be predicated upon a "commercially reasonable basis" for such denial. Tenant shall retain any profits paid in connection with a sublease or assignment in excess of Tenant's Base Rent obligations hereunder, which profits shall be calculated after deducting all costs incurred by Tenant in connection with the space subject to the transfer, which shall include, but not be limited to, tenant improvements, leasing commissions and the time to sublease and remodel the Leased Premises. Any assignment or subletting shall not release Tenant of its liability under this Lease nor permit any subsequent assignment, subletting or other prohibited act, unless specifically provided in such consent. Within received within thirty (30) days after Landlord has notified Sublessor of the requirement of Landlord’s approval, then Sublessor shall have the right, by notice to Subtenant, given prior to receipt of Landlord’s consent, to cancel this First Amendment, in which case the Original Sublease shall continue, unmodified, and shall terminate in accordance with its express provisions. Further, if for any reason, it is determined that Landlord’s consent is required for this First Amendment, any fees and costs due to Landlord pursuant to Section 23.B. of the Prime Lease shall be split evenly between Sublessor and Subtenant. Sublessor shall promptly deliver a copy of any assignment or subletting, Tenant shall provide to notice from Landlord executed copies regarding Landlord’s consent of all assignment or subleasing documentsthis First Amendment.

Consent of Landlord. Notwithstanding the provisions of Section 12.1 above, but subject to the provisions of this Section 12.4 and the provisions of Sections 12.6 and 12.7 below, in the event that Landlord shall not have exercised the termination right as set forth in Section 12.3, or shall have failed to give any or timely notice under Section 12.3, then for a period of ninety (90) days (i) after the receipt of Landlord’s notice stating that Landlord does not elect the termination right, or (ii) after the expiration of the Acceptance Period, in the event Landlord shall not give any or timely notice under Section 12.3 as the case may be, Tenant shall not have the right to assign this Lease, Lease or sublet the Leased Premiseswhole (but not part) of the Premises in accordance with the Proposed Transfer Notice provided that, or any part thereofin each instance, without Landlord's Tenant first obtains the express prior written consentconsent of Landlord, which consent shall not be unreasonably withheld, conditioned withheld or delayed. Without limiting the foregoing standard, Landlord shall not be deemed to be unreasonably withholding its consent to such a proposed assignment or subleasing if: (a) the proposed assignee or subtenant is an occupant of the Building or is (or within the previous sixty (60) days has been) in active negotiation with Landlord or an affiliate of Landlord for premises in the Building or is not of a character consistent with the operation of a first class office building (by way of example Landlord shall not be deemed to be unreasonably withholding its consent to an assignment or subleasing to any governmental or quasi-governmental agency), or (b) the proposed assignee or subtenant is not of good character and reputation, or (c) the proposed assignee or subtenant does not possess adequate financial capability to perform the Tenant obligations as and when due or required, or (d) the assignee or subtenant proposes to use the Premises (or part thereof) for a purpose other than the purpose for which the Premises may be used as stated in Section 1.1 hereof, or (e) the character of the business to be conducted or the proposed use of the Premises by the proposed subtenant or assignee shall (i) be likely to increase Landlord’s Operating Expenses beyond that which Landlord now incurs for use by Tenant; (ii) be likely to increase the burden on elevators or other Building systems or equipment over the burden generated by normal and customary office usage; or (iii) violate or be likely to violate any provisions or restrictions contained herein relating to the use or occupancy of the Premises, or (f) there shall be existing an Event of Default (defined in Section 15.1) or there have been three (3) or more Event of Default occurrences during the Term, or (g) any part of the rent payable under the proposed assignment or sublease shall be based in whole or in part on the income or profits derived from the Premises or if any proposed assignment or sublease shall potentially have any adverse effect on the real estate investment trust qualification requirements applicable to Landlord and its affiliates, or (h) the holder of any mortgage or ground lease on property which includes the Premises does not approve of the proposed assignment or sublease, or (i) due to the identity or business of a proposed assignee or subtenant, such approval would cause Landlord to be in violation of any covenant or restriction contained in another lease or other agreement affecting space in the Building. If Landlord shall consent to the proposed assignment or subletting, as the case may be, then, in such event, Tenant may thereafter sublease (the whole but not part of the Premises) or assign pursuant to Tenant’s notice, as given hereunder; provided, however, Tenant that if such assignment or sublease shall have the right not be executed and delivered to sublet up to fifty percent Landlord within ninety (50%) of the total rentable square feet contained within the Leased Premises without the necessity of obtaining Landlord's prior consent and without releasing the Tenant from liability under this Lease. Prior to any sublease or assignment, Tenant shall first notify Landlord in writing of its election to sublease all or a portion of the Leased Premises or to assign this Lease or any interest hereunder, and shall provide Landlord current financial information and other information requested by Landlord regarding the proposed assignee or subtenant. At any time within fifteen (1590) days after service the date of said notice and delivery of such informationLandlord’s consent, Landlord shall notify Tenant that it consents or refuses to the consent to the sublease or assignment. Landlord shall not have the right to recapture any sublease or assignment space. Any denial of such sublease or assignment by Landlord as hereinabove provided must be predicated upon a "commercially reasonable basis" for such denial. Tenant shall retain any profits paid in connection with a sublease or assignment in excess of Tenant's Base Rent obligations hereunder, which profits shall be calculated after deducting all costs incurred by Tenant in connection with the space subject to the transfer, which shall include, but not be limited to, tenant improvements, leasing commissions deemed null and void and the time to sublease and remodel the Leased Premises. Any assignment or subletting provisions of Section 12.2 shall not release Tenant of its liability under this Lease nor permit any subsequent assignment, subletting or other prohibited act, unless specifically provided in such consent. Within thirty (30) days of any assignment or subletting, Tenant shall provide to Landlord executed copies of all assignment or subleasing documentsbe applicable.

Consent of Landlord. If Tenant shall has complied with the provisions of Section 8.01B hereof and Landlord has not assign this Leaseexercised any of its foregoing options within the time period set forth above, or sublet the Leased Premises, or any part thereof, without Landlord's prior written consent, which consent to the proposed assignment or subletting shall not be unreasonably withheld, conditioned or delayed; provided, however, Tenant shall have the right to sublet up to fifty percent (50%) of the total rentable square feet contained within the Leased Premises without the necessity of obtaining Landlord's prior consent and without releasing the Tenant from liability under this Lease. Prior to any sublease or assignment, Tenant shall first notify Landlord in writing of its election to sublease all or a portion of the Leased Premises or to assign this Lease or any interest hereunder, and shall provide Landlord current financial information and other information requested by Landlord regarding the proposed assignee or subtenant. At any time be given within fifteen (15) days after service of said notice and delivery of such information, Landlord shall notify Tenant that it consents or refuses to consent to the sublease or assignment. Landlord shall not have the right to recapture any sublease or assignment space. Any denial of such sublease or assignment by Landlord as hereinabove provided must be predicated upon a "commercially reasonable basis" for such denial. Tenant shall retain any profits paid in connection with a sublease or assignment in excess of Tenant's Base Rent obligations hereunder, which profits shall be calculated after deducting all costs incurred by Tenant in connection with the space subject to the transfer, which shall include, but not be limited to, tenant improvements, leasing commissions and the time to sublease and remodel the Leased Premises. Any assignment or subletting shall not release Tenant of its liability under this Lease nor permit any subsequent assignment, subletting or other prohibited act, unless specifically provided in such consent. Within thirty (30) days of Landlord's receipt of the Assignment/Sublet Documentation; provided, however, that Landlord may withhold consent thereto if in the reasonable exercise of its judgment Landlord determines that: (1) The financial condition of the proposed assignee or sublessee (taking into account any security deposit and/or guaranties delivered in connection therewith and any other relevant factors) is insufficient or not consistent with the obligation and responsibility undertaken by the proposed assignment or sublettingsublease; (2) The proposed business to be conducted in the Premises is not appropriate for the Building or in keeping with the character of the existing tenancies, or the use does not comply with the terms of Section 5.01 of this Lease or the terms of any other direct lease of any portion of the Building Office Space or the proposed occupant (or its affiliate) is a competitor of Landlord or another Landlord Entity in the ownership and/or management of office buildings; (3) The nature of the occupancy of the proposed assignee or sublessee will cause a materially greater density of employees or traffic or make greater demands on the Building's services or facilities than that made by Tenant; (4) Tenant proposes to assign or sublet to (x) one who at the time is a tenant (or subsidiary or affiliate of a tenant) or a party in possession of premises in the Building or (y) one with whom Landlord is negotiating for a lease of space in the Building, or has delivered to, or received from, within the immediately preceding one hundred twenty (120) day period, a written offer, proposal, term sheet, letter of intent or draft lease; (5) The assignee or sublessee shall provide to Landlord executed copies have or enjoy diplomatic immunity; (6) Such proposed subletting would result in the Premises being divided into more than three (3) units; or (7) Any combination of all assignment or subleasing documentsthe foregoing conditions exists.

Consent of Landlord. Tenant shall not assign this Lease, or sublet the Leased Premises, or any part thereofnot, without Landlord's ’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, make any alterations, improvements, additions or utility installations (hereinafter collectively referred to as “Alterations”) in, on or about the Premises. At the expiration of the term, (a) Tenant shall not be required to remove any Alterations installed by Tenant during the term of the Sublease, and (b) Landlord may require the removal of any Alterations installed by Tenant during the Term of this Lease and the restoration of the Premises to its prior condition, at Tenant’s expense if, at the time of Landlord’s consent, Landlord did not agree in writing that Tenant would not be obligated to remove the Alterations. Within ten (10) days after Tenant provides to Landlord a written notice requesting Landlord’s decision concerning the removal of proposed Alterations (a “Tenant Notice”), Landlord shall respond to Tenant’s request. If Landlord fails to respond to Tenant’s request within ten (10) days after Landlord receives a Tenant Notice, Landlord shall be deemed to have elected not to require Tenant to remove the Alterations at the end of the term of this Lease. Should Landlord permit Tenant to make its own Alterations, Tenant shall use only such architect and contractor(s) as has been reasonably approved by Landlord, and, if the cost of the Alterations will exceed $1,000,000, Landlord may require Tenant to provide to Landlord, at Tenant’s sole cost and expense, a lien and completion bond in an amount equal to one and one-half times the estimated cost of such Alterations, to insure Landlord against any liability for mechanic’s and materialmen’s liens and to insure completion of the work. Notwithstanding the forgoing, Landlord shall have the right to designate which contractors may perform work on the Base Building Systems. In addition, Tenant shall pay to Landlord a fee equal to the lesser of (i) the actual amount Landlord pays to its property manager to monitor such Alterations or (ii) three percent (3%) of the Hard Costs(as defined below) of the Alterations to compensate Landlord for the overhead and other costs it incurs in reviewing the plans for the Alterations and in monitoring the construction of the Alterations (the “Landlord Fee”); provided, however, that Tenant shall not be obligated to pay any Landlord Fee with respect to the installation of paint and/or carpet in the Premises. The “Hard Costs” shall mean all costs of constructing the Alterations excluding the cost of architectural and engineering drawings and the cost of permits and fees. In addition to having Landlord’s property manager monitor the Alterations, Landlord shall have the right to sublet up elect to fifty have Landlord’s third-party consultants evaluate the effect of the Alterations on the Base Building Systems and Structural Elements (collectively, the “Base Building Evaluations”). Tenant shall reimburse Landlord for the consulting fees Landlord incurs with respect to Base Building Evaluations (“Consulting Fees”) and Tenant shall reimburse Landlord for the Consulting Fees in addition to the Landlord Fee; provided, however, if Tenant reimburses Landlord for any Consulting Fees the Landlord Fee shall be reduced to the lesser of (i) the actual amount Landlord pays to its property manager to monitor the Alterations or (ii) one and one-half percent (501.5%) of the total rentable square feet contained within Hard Costs of the Leased Premises without the necessity of obtaining Landlord's prior consent and without releasing the Tenant from liability under this LeaseAlterations. Prior to any sublease or assignmentIn addition, Tenant shall first notify have no obligation to reimburse Landlord for Consulting Fees unless Landlord has given Tenant prior written notice that Consulting Fee(s) will be incurred if Tenant proceeds with the Alterations and the estimated amount of the Consulting Fee(s). The amount of the Consulting Fee(s) shall be determined by Landlord in writing a reasonable manner and in no case shall the Consulting Fee(s) exceed $15,000 per project submitted by Tenant to Landlord. Should Tenant make any Alterations during the Term without the prior approval of its election to sublease Landlord, or use a contractor not expressly approved by Landlord, Landlord may, at any time during the term of this Lease, require that Tenant remove all or a portion part of the Leased Alterations and return the Premises to the condition it was in prior to the making of the Alternations. In the event Tenant makes any Alterations, Tenant agrees to obtain or cause its contractor to assign this Lease obtain, prior to the commencement of any work, “builders all risk” insurance in an amount approved by Landlord, workers compensation insurance and any other insurance requested by Landlord, in Landlord’s sole discretion. Notwithstanding the foregoing, Tenant shall have the right, upon ten (10) days prior written notice to Landlord, but without Landlord’s prior consent, to make minor alterations to the inside of the Premises (e.g., paint and carpet, communication systems, telephone and computer system wiring) that do not (i) involve the expenditure of more than $100,000 in any twelve-month period, (ii) affect the exterior appearance of the Building or any interest hereunderthe roof or (iii) affect the Base Building Systems or the structural elements of the Building. Tenant has previously installed clean rooms in the Premises and has made alterations to the Base Building Systems (“Tenant Existing Alterations”) and Tenant has informed Landlord that it may desire to make Alterations to the Premises in the future that are similar to the Tenant Existing Alterations (“Anticipated Facility Improvements”). Landlord acknowledges that Tenant may desire to complete the Anticipated Facility Improvements in the future, and shall provide Landlord current financial information Tenant acknowledges that the approval, installation and other information requested by Landlord regarding construction of the proposed assignee or subtenant. At any time within fifteen (15) days after service of said notice and delivery of such information, Landlord shall notify Tenant that it consents or refuses to consent to the sublease or assignment. Landlord shall not have the right to recapture any sublease or assignment space. Any denial of such sublease or assignment by Landlord as hereinabove provided must be predicated upon a "commercially reasonable basis" for such denial. Tenant shall retain any profits paid in connection with a sublease or assignment in excess of Tenant's Base Rent obligations hereunder, which profits Anticipated Facility Improvements shall be calculated after deducting all costs incurred by Tenant in connection with the space subject to the transfer, which shall include, but not be limited to, tenant improvements, leasing commissions and the time to sublease and remodel the Leased Premises. Any assignment or subletting shall not release Tenant provisions of its liability under this Lease nor permit any subsequent assignment, subletting or other prohibited act, unless specifically provided in such consent. Within thirty (30) days of any assignment or subletting, Tenant shall provide to Landlord executed copies of all assignment or subleasing documentsSection 12.

Consent of Landlord. Tenant a. It shall not assign be a condition of the continued validity of this Assignment that the Landlord shall give its written consent to this Assignment in accordance with the provisions of the Lease, or sublet the Leased Premises, or any part thereof, without Landlord's prior written consent, which consent . Assignee shall not be unreasonably withheld, conditioned or delayed; provided, however, Tenant shall have the right entitled to sublet up to fifty percent (50%) take possession of the total rentable square feet contained within Demised Premises or assume Assignor's interest under the Leased Premises without Sublease unless and until the necessity Landlord has consented to this Assignment. b. Assignor shall not be obligated to take any action or to incur any cost or liability in order to obtain the consent of the Landlord to this Assignment, other than to request such consent from the Landlord and proceed with reasonable diligence to secure such consent in accordance with the terms of the Lease. c. Assignee agrees that it shall fully cooperate with Assignor in obtaining the consent of the Landlord to this Assignment, and agrees that it shall execute and deliver any document or agreement and provide all information that the Landlord shall reasonably require, promptly following Assignor' or the Landlord's prior request. Assignor and Assignee acknowledge that they intend to request that the Landlord release Apertus from all liability under the Lease from and after the Effective Date, and Assignee agrees to request such release and cooperate with Assignor in obtaining the Landlord's agreement to release Assignor from liability from and after the Effective Date. However, any consent and without releasing the Tenant by Landlord to this Assignment shall not be deemed to release Apertus from liability under the Lease unless such consent, by its terms, expressly releases Apertus from such liability. d. If for any reason whatsoever, the Landlord shall fail or refuse to give its consent to this Lease. Prior Assignment on or before the Effective Date then, at any time after the Effective Date and prior to any sublease or assignmentsuch time as the Landlord's consent shall be given and the parties shall be notified that the consent has been given, Tenant shall first notify Landlord in writing of its election to sublease all or a portion either of the Leased Premises or parties may cancel this Assignment by giving written notice to assign the other whereupon this Lease or any interest hereunder, Assignment shall be null and void and shall provide Landlord current financial information and other information requested by Landlord regarding the proposed assignee have no further force or subtenant. At any time within fifteen (15) days after service of said notice and delivery of such information, Landlord shall notify Tenant that it consents or refuses to consent to the sublease or assignment. Landlord shall not have the right to recapture any sublease or assignment space. Any denial of such sublease or assignment by Landlord as hereinabove provided must be predicated upon a "commercially reasonable basis" for such denial. Tenant shall retain any profits paid in connection with a sublease or assignment in excess of Tenant's Base Rent obligations hereunder, which profits shall be calculated after deducting all costs incurred by Tenant in connection with the space subject to the transfer, which shall include, but not be limited to, tenant improvements, leasing commissions and the time to sublease and remodel the Leased Premises. Any assignment or subletting shall not release Tenant of its liability under this Lease nor permit any subsequent assignment, subletting or other prohibited act, unless specifically provided in such consent. Within thirty (30) days of any assignment or subletting, Tenant shall provide to Landlord executed copies of all assignment or subleasing documentseffect.

Consent of Landlord. Tenant shall not assign this Leasemake any alterations, improvements, additions, utility installations or sublet repairs (hereinafter collectively referred to as "Alterations") in, on or about the Leased Premises, or any part thereof, Premises without Landlord's prior written consent, consent which consent shall not be unreasonably withheld, conditioned or delayed. Alterations shall include, but shall not be limited to, the installation or alteration of security or fire protection systems, communication systems, millwork, shelving, retrieval or storage systems, carpeting or other floor covering, window and wall coverings, electrical distribution systems, lighting fixtures, telephone or computer system wiring, HVAC and plumbing. At the expiration of the term, Landlord may require the removal of any Alterations installed by Tenant and the restoration of the Premises to its prior condition, at Tenant's expense. Should Landlord permit Tenant to make its own Alterations, Tenant shall use only such contractor as has been reasonably approved by Landlord, and Landlord may require Tenant to provide to Landlord, at Tenant's sole cost and expense, a lien and completion bond in an amount equal to one and one-half times the estimated cost of such Alterations, to insure Landlord against any liability for mechanic's and materialmen's liens and to insure completion of the work. In addition, Tenant shall pay to Landlord a fee equal to three percent (3%) of the cost of the Alterations to compensate Landlord for the overhead and other costs it incurs in reviewing the plans for the Alterations and in monitoring the construction of the Alterations; provided, however, Tenant this fee shall have not apply to the right to sublet up to fifty percent (50%) construction of the total rentable square feet contained within Tenant Improvements described in the Leased Premises Work Letter Agreement attached hereto. Should Tenant make any Alterations without the necessity prior approval of obtaining Landlord's prior consent and without releasing , or use a contractor not expressly approved by Landlord, Landlord may, at any time during the Tenant from liability under term of this Lease, require that Tenant remove all or part of the Alterations and return the Premises to the condition it was in prior to the making of the Alternations. Prior to In the event Tenant makes any sublease or assignmentAlterations, Tenant shall first notify Landlord agrees to obtain or cause its contractor to obtain, prior to the commencement of any work, "builders all-risk" insurance in writing of its election to sublease all or a portion of the Leased Premises or to assign this Lease or any interest hereunder, and shall provide Landlord current financial information and other information requested an amount approved by Landlord regarding the proposed assignee or subtenant. At any time within fifteen (15) days after service of said notice and delivery of such information, Landlord shall notify Tenant that it consents or refuses to consent to the sublease or assignment. Landlord shall not have the right to recapture any sublease or assignment space. Any denial of such sublease or assignment by Landlord as hereinabove provided must be predicated upon a "commercially reasonable basis" for such denial. Tenant shall retain any profits paid in connection with a sublease or assignment in excess of Tenant's Base Rent obligations hereunder, which profits shall be calculated after deducting all costs incurred by Tenant in connection with the space subject to the transfer, which shall include, but not be limited to, tenant improvements, leasing commissions and the time to sublease and remodel the Leased Premises. Any assignment or subletting shall not release Tenant of its liability under this Lease nor permit any subsequent assignment, subletting or other prohibited act, unless specifically provided in such consent. Within thirty (30) days of any assignment or subletting, Tenant shall provide to Landlord executed copies of all assignment or subleasing documentsworkers compensation insurance.

Consent of Landlord. Notwithstanding the provisions of Section 12.1 above, but subject to the provisions of this Section 12.4 and the provisions of Sections 12.6 and 12.7 below, in the event that Landlord shall not have exercised the termination right as set forth in Section 12.3, or shall have failed to give any or timely notice under Section 12.3, then for a period of ninety (90) days (i) after the receipt of Landlord’s notice stating that Landlord does not elect the termination right, or (ii) after the expiration of the Acceptance Period, in the event Landlord shall not give any or timely notice under Section 12.3 as the case may be, Tenant shall not have the right to assign this Lease, Lease or sublet the Leased Premises, whole or any part thereofportion of the Premises in accordance with the Proposed Transfer Notice provided that, without Landlord's in each instance, Tenant first obtains the express prior written consentconsent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed; provided. Without limiting the foregoing standard, however, Tenant Landlord shall have the right not be deemed to sublet up be unreasonably withholding its consent to fifty percent such a proposed assignment or subleasing if: (50%a) of the total rentable square feet contained within the Leased Premises without the necessity of obtaining Landlord's prior consent and without releasing the Tenant from liability under this Lease. Prior to any sublease or assignment, Tenant shall first notify Landlord in writing of its election to sublease all or a portion of the Leased Premises or to assign this Lease or any interest hereunder, and shall provide Landlord current financial information and other information requested by Landlord regarding the proposed assignee or subtenant. At any subtenant is a tenant in the Building or elsewhere in the Project if Landlord has, or reasonably expects to have at the time of the proposed commencement and during the term of the proposed sublease, comparable space available in the Building, or is (or within fifteen the previous sixty (1560) days after service has been) in active negotiation with Landlord or an affiliate of said notice and delivery Landlord for premises in the Building or elsewhere in the Project or is not of such information, Landlord shall notify Tenant that it consents or refuses to consent to a character consistent with the sublease or assignment. operation of a first class office building (by way of example Landlord shall not have the right be deemed to recapture any sublease or assignment space. Any denial of such sublease or assignment by Landlord as hereinabove provided must be predicated upon a "commercially reasonable basis" for such denial. Tenant shall retain any profits paid in connection with a sublease or assignment in excess of Tenant's Base Rent obligations hereunder, which profits shall be calculated after deducting all costs incurred by Tenant in connection with the space subject unreasonably withholding its consent to the transfer, which shall include, but not be limited to, tenant improvements, leasing commissions and the time to sublease and remodel the Leased Premises. Any assignment or subletting shall not release Tenant of its liability under this Lease nor permit any subsequent assignment, subletting or other prohibited act, unless specifically provided in such consent. Within thirty (30) days of any assignment or subletting, Tenant shall provide to Landlord executed copies of all an assignment or subleasing documents.to any governmental or quasi-governmental agency), or (b) the proposed assignee or subtenant (i) is not of good character and reputation or (ii) will use the Premises for, and does not have reasonable experience in, the operation and management of research and development and laboratory purposes, including vivariums, in first-class office and laboratory buildings, or (c) the proposed assignee or subtenant does not possess adequate financial capability to perform Tenant obligations as and when due or required, or (d) the assignee or subtenant proposes to use the Premises (or part thereof) for a purpose other than the purpose for which the Premises may be used as stated in Section 1.2 hereof, or

Consent of Landlord. Notwithstanding the provisions of Section 12.1 above, but subject to the provisions of this Section 12.4 and the provisions of Sections 12.5, 12.6 and 12.7 below, in the event that Landlord shall not have exercised the termination right as set forth in Section 12.3, or shall have failed to give any or timely notice under Section 12.3, then for a period of one hundred eighty (180) days (i) after the receipt of Landlord’s notice stating that Landlord does not elect the termination right, or (ii) after the expiration of the Acceptance Period referred to in Section 12.3, in the event Landlord shall not give -55- timely notice under Section 12.3, Tenant shall not have the right to assign this Lease, Lease or sublet the Leased Premises, whole or any part thereofof the Premises in accordance with Tenant’s notice to Landlord given as provided in Section 12.5 (except for changes therefrom that are immaterial to Landlord) provided that, without Landlord's in each instance, Tenant first obtains the express prior written consentconsent of Landlord, which consent shall not be unreasonably withheld, conditioned delayed or delayed; provided, however, Tenant shall have the right to sublet up to fifty percent (50%) of the total rentable square feet contained within the Leased Premises without the necessity of obtaining Landlord's prior consent and without releasing the Tenant from liability under this Leaseconditioned. Prior Xxxxxxxx agrees that it will respond to any request for its consent to a proposed sublease or assignment, Tenant shall first notify assignment within ten (10) business days after Landlord in writing of its election to sublease receives such request together with all or a portion of the Leased Premises or to assign this Lease or any interest hereunder, and shall provide Landlord current financial information and other information requested reasonably required by Landlord regarding to determine whether to grant such consent (see Article 12.4A). Without limiting the foregoing standard, Landlord shall not be deemed to be unreasonably withholding its consent to such a proposed assignment or subleasing if: (a) the proposed assignee or subtenant. At any time subtenant is a Restricted Complex Occupant, as hereinafter defined or is (or within fifteen the previous sixty (1560) days after service has been) in active negotiation with Landlord for comparable premises in the Building or elsewhere in the Prudential Center or is not of said notice and delivery a character consistent with the operation of such information, Landlord shall notify Tenant that it consents or refuses to consent to the sublease or assignment. a first class office building (by way of example Landlord shall not have be deemed to be unreasonably withholding its consent to an assignment or subleasing to any governmental or quasi-governmental agency), or (b) the right proposed assignee or subtenant is not of good character and reputation, or (c) the proposed assignee or subtenant does not possess adequate financial capability to recapture perform the Tenant obligations as and when due or required, taking into account the fact that the Tenant and any guarantor of the Lease remain liable under the Lease and any guaranty, respectively, or (d) the assignee or subtenant proposes to use the Premises (or part thereof) for a purpose other than the purpose for which the Premises may be used as stated in Section 1.2 hereof, or (e) the character of the business to be conducted or the proposed use of the Premises by the proposed subtenant or assignee shall (i) be likely to increase Operating Expenses for the Building beyond that which Landlord now incurs for use by Tenant; (ii) be likely to increase the burden on elevators or other Building systems or equipment over the burden imposed by typical office use; or (iii) violate any provisions or restrictions contained herein relating to the use or occupancy of the Premises, or (f) there shall be existing an Event of Default (defined in Section 15.1). For the purposes hereof a “Restricted Complex Occupant” shall be defined as (x) any tenant of the Building other than one who satisfies both of the following criteria: (i) such tenant desires to sublease or assignment space. Any denial the Recapture Premises for expansion purposes only, and (ii) such tenant’s need, as to size of such sublease or assignment by Landlord as hereinabove provided must be predicated upon a "commercially reasonable basis" for such denial. premises and length of term cannot then (i.e. at the time that Tenant shall retain any profits paid in connection with requests Landlord’s consent to a sublease or assignment to such tenant) be -56- satisfied by Landlord in excess the Building, or (y) any tenant of Tenant's Base Rent obligations hereunderany other building in the Prudential Center Complex (which other building is then owned by Landlord or an affiliate of Landlord) other than one who satisfies both of the following criteria: (i) such tenant desires to sublease the Recapture Premises for expansion purposes only, which profits shall be calculated after deducting all costs incurred by Tenant in connection with the space subject and (ii) such tenant’s need, as to the transfer, which shall include, but size of premises and length of term cannot be limited to, tenant improvements, leasing commissions and then (i.e. at the time that Tenant requests Xxxxxxxx’s consent to a sublease and remodel or assignment to such tenant) be satisfied by Landlord or its affiliates in the Leased Premises. Any assignment or subletting shall not release Tenant of its liability under this Lease nor permit any subsequent assignment, subletting or other prohibited act, unless specifically provided in such consent. Within thirty Prudential Center Complex (30) days of any assignment or subletting, Tenant shall provide to Landlord executed copies of all assignment or subleasing documentsincluding the Building).

Consent of Landlord. Tenant Notwithstanding anything contained herein to the contrary, the parties agree that Sublandlord’s execution of this Sublease and Subtenant’s right to possession of the Premises are conditioned upon receipt of Landlord’s written consent to this Sublease sufficient to satisfy the requirements for such consent under the Lease (including without limitation Article 14 thereof) (“Landlord’s Consent”). Promptly following delivery of an executed original of this Sublease by Subtenant to Sublandlord, Sublandlord will request Landlord’s Consent, and Sublandlord shall not assign this use commercially reasonable efforts to obtain Landlord’s Consent. Sublandlord shall pay any fees connected with obtaining Landlord’s Consent required by the Lease, or sublet the Leased Premises, or any part thereofincluding, without limitation, those fees set forth in Section 14(D) of the Lease. Subtenant shall promptly deliver to Sublandlord any information reasonably requested by Landlord in connection with its approval of this Sublease including without limitation with respect to the nature and operation of Subtenant’s business and/or the financial condition of Subtenant,—, in such forms as Subtenant currently maintains in the ordinary course of Subtenant’s business and at no cost to Subtenant. If Sublandlord does not obtain Landlord's ’s Consent on or prior to July 1, 2019, Subtenant shall have the right to terminate this Sublease at any time thereafter upon thirty (30) days’ prior written consent, which consent shall not be unreasonably withheld, conditioned or delayednotice to Sublandlord; provided, however, Tenant shall have Sublandlord may nullify the right foregoing termination in the event Sublandlord obtains Landlord’s consent prior to sublet up to fifty percent (50%) of the total rentable square feet contained within the Leased Premises without the necessity of obtaining Landlord's prior consent and without releasing the Tenant from liability under this Lease. Prior to any sublease or assignment, Tenant shall first notify Landlord in writing of its election to sublease all or a portion of the Leased Premises or to assign this Lease or any interest hereunder, and shall provide Landlord current financial information and other information requested by Landlord regarding the proposed assignee or subtenant. At any time within fifteen (15) days after service of said notice and delivery expiration of such information, Landlord shall notify Tenant that it consents or refuses to consent to the sublease or assignment. Landlord shall not have the right to recapture any sublease or assignment space. Any denial of such sublease or assignment by Landlord as hereinabove provided must be predicated upon a "commercially reasonable basis" for such denial. Tenant shall retain any profits paid in connection with a sublease or assignment in excess of Tenant's Base Rent obligations hereunder, which profits shall be calculated after deducting all costs incurred by Tenant in connection with the space subject to the transfer, which shall include, but not be limited to, tenant improvements, leasing commissions and the time to sublease and remodel the Leased Premises. Any assignment or subletting shall not release Tenant of its liability under this Lease nor permit any subsequent assignment, subletting or other prohibited act, unless specifically provided in such consent. Within thirty (30) days of day termination notice period. In the event this Sublease is terminated pursuant to this Section 23, then Sublandlord shall refund to Subtenant any assignment or sublettingRents deposited pursuant to this Sublease and, Tenant after such amounts, if any, have been refunded, neither the Sublandlord nor the Subtenant will have any further obligations under this Sublease except as otherwise expressly provided in this Sublease. In connection with requesting such Landlord’s Consent, Sublandlord shall provide (i) except as specifically provided otherwise herein, have no liability to Subtenant in the event that Landlord does not give Landlord’s Consent, and (ii) not be required to pay any consideration to Landlord executed copies of all assignment in order to obtain such Landlord’s Consent or subleasing documentsto commence a legal proceeding against Landlord.

Consent of Landlord. Tenant shall not assign this Lease, Lease or sublet the Leased Premises, in whole or any part thereofin part, without Landlord's the prior written consentconsent of Landlord; however, which such consent shall not be unreasonably withheld, conditioned delayed, or conditioned, except that any assignment that is not a Permitted Transfer shall be subject to Landlord’s receipt of reasonable assurance as to the credit worthiness of any such proposed assignee. The use of the Premises by any such assignee or sublessee must be approved by Landlord, provided such consent shall not be unreasonably withheld, delayed, or conditioned, and shall not violate any recorded restriction or any existing exclusives of other tenants at the time of such assignment or sublet. Landlord shall, by written notice to Tenant within ten (10) business days of its receipt of the required information and documentation, either: (A) consent to the transfer, or (B) reasonably refuse to consent to the transfer. Notwithstanding any provision of this Lease to the contrary, Tenant may assign or sublease the Premises without Landlord’s consent to a corporation controlling, controlled by, or under common control with, Tenant, to the surviving corporation in a merger or other corporate reorganization in which Tenant is involved, or to a purchaser of all or substantially all of the assets of Tenant (collectively “Tenant Affiliate”), provided that all of the following conditions are satisfied (a “Permitted Transfer”): (A) Tenant is not then in default under this Lease after giving effect to applicable notice grace and cure periods; provided, however(B) said Tenant Affiliate shall own all or substantially all of the assets of Tenant; and (C) said Tenant Affiliate shall have a net worth which is at least equal to the greater of Tenant’s net worth at the date of this Lease. In the event of a Permitted Transfer to a Tenant Affiliate, Tenant shall have be released of all obligations under this Lease effective the right to sublet up to fifty percent (50%) date of the total rentable square feet contained within assignment or sublease. A public offering, issuance, transfer or distribution of all or substantially all of Tenant’s stock (including distributions pursuant to an employee benefit program), shall constitute an assignment for the Leased Premises without purposes of this Lease. Except for a Permitted Transfer to a Tenant Affiliate in accordance with this Section, Tenant shall at all times remain liable for the necessity payment of obtaining Landlord's prior consent Base Rent and without releasing the Tenant from liability Additional Rent herein and for compliance with all of its other obligations under this Lease. Prior to any sublease or assignment, Tenant shall first notify Landlord in writing of its election to sublease all or a portion of In the Leased Premises or to assign this Lease or any interest hereunder, and shall provide Landlord current financial information and other information requested by Landlord regarding the proposed assignee or subtenant. At any time within fifteen (15) days after service of said notice and delivery event of such informationPermitted Transfer, Landlord shall notify Tenant that it consents or refuses to Landlord’s consent to the sublease or assignment. Landlord shall not have the right to recapture any sublease or assignment space. Any denial of such sublease or assignment by Landlord as hereinabove provided must be predicated upon a "commercially reasonable basis" for such denial. Tenant shall retain any profits paid in connection with a sublease or assignment in excess of Tenant's Base Rent obligations hereunder, which profits shall be calculated after deducting all costs incurred by Tenant in connection with the space subject to the transfer, which shall include, but not be limited to, tenant improvements, leasing commissions and the time to sublease and remodel the Leased Premises. Any assignment or subletting shall not release Tenant of its liability under this Lease nor permit any subsequent assignment, subletting or other prohibited act, unless specifically provided in such consent. Within thirty (30) days of any waive the requirement that Landlord’s consent be obtained for further assignment or subletting, Tenant shall provide to Landlord executed copies of all assignment or subleasing documentssublets.

Consent of Landlord. Tenant 3.1 Landlord hereby consents to the subletting of the Premises to Subtenant pursuant to the terms of the Sublease and subject to the terms of this Consent. Xxxxxxxx’s consent as set forth herein shall not assign this release or discharge Tenant of any of its obligations under the Master Lease or release, discharge or alter the primary liability of Tenant to pay rent and all other sums due under the Master Lease and to perform and comply with all other obligations of Tenant under the Master Lease. 3.2 As between Landlord and Tenant, the Sublease shall not alter, amend or sublet otherwise modify any provisions of the Leased PremisesMaster Lease. Landlord shall have no obligations to any party in connection with the Premises other than those obligations set forth in the Master Lease. Notwithstanding anything to the contrary herein, Xxxxxx and Subtenant hereby acknowledge and agree that Landlord is not a party to the Sublease and is not bound by the provisions thereof, including, without limitation, any modifications or amendments thereof. Further, Tenant acknowledges that Landlord provides no assurance or representation regarding any form of Sublease (regardless of whether any such form or agreement may have been provided by Landlord), or any part of the terms or provisions thereof, without Landlord's prior written consent, which consent . This Consent shall not be unreasonably withheld, conditioned or delayed; provided, however, Tenant shall have the right to sublet up to fifty percent (50%) of the total rentable square feet contained within the Leased Premises without the necessity of obtaining Landlord's prior construed as a consent and without releasing the Tenant from liability under this Lease. Prior to any sublease or assignment, Tenant shall first notify Landlord in writing of its election to sublease all or a portion of the Leased Premises or to assign this Lease or any interest hereunder, and shall provide Landlord current financial information and other information requested by Landlord regarding the proposed assignee to, or subtenant. At as permitting, any time within fifteen (15) days after service of said notice and delivery of such information, Landlord shall notify other or further subletting or assignment by Tenant that it consents or refuses to consent to the sublease or assignmentSubtenant. Landlord shall not be bound or estopped in any way by the provisions of the Sublease. Landlord shall not (i) be liable to Subtenant for any act, omission or breach of the Sublease by Tenant; (ii) be subject to any offsets or defenses that Subtenant might have against Tenant; (iii) be bound by any base rent or other rent that Subtenant might have paid in advance to Tenant; or (iv) be bound to honor any rights of Subtenant in any security deposit made with Tenant, except to the right extent Tenant has delivered such security deposit to recapture any sublease or assignment space. Any denial of such sublease or assignment by Landlord as hereinabove provided must be predicated upon a "commercially reasonable basis" for such denialLandlord. Tenant shall retain hereby agrees that in the event of termination of the Master Lease, Tenant shall, upon the written demand of Landlord, immediately pay or transfer to Master Landlord any profits paid in connection with a sublease or assignment in excess of Tenant's Base Rent obligations hereundersecurity deposit, which profits shall be calculated after deducting all costs incurred by Tenant in connection with the space subject to the transfer, which shall include, but not be limited to, tenant improvements, leasing commissions and the time to sublease and remodel the Leased Premises. Any assignment or subletting shall not release Tenant of its liability under this Lease nor permit any subsequent assignment, subletting rent or other prohibited act, unless specifically provided in such consent. Within thirty (30) days of any assignment or subletting, Tenant shall provide to Landlord executed copies of all assignment or subleasing documentssums then held by Xxxxxx from Subtenant.

Consent of Landlord. Tenant This Sublease shall not assign this be effective unless Landlord gives its written consent hereto pursuant to the terms of the Master Lease, or sublet the Leased Premises, or any part thereof, without . If Landlord's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, Tenant shall have the right obtained and a copy thereof delivered to sublet up to fifty percent (50%) of the total rentable square feet contained Subtenant within the Leased Premises without the necessity of obtaining Landlord's prior consent and without releasing the Tenant from liability under this Lease. Prior to any sublease or assignment, Tenant shall first notify Landlord in writing of its election to sublease all or a portion of the Leased Premises or to assign this Lease or any interest hereunder, and shall provide Landlord current financial information and other information requested by Landlord regarding the proposed assignee or subtenant. At any time within fifteen (15) days after service of said notice and delivery of such information, Landlord shall notify Tenant that it consents or refuses to consent to the sublease or assignment. Landlord shall not have the right to recapture any sublease or assignment space. Any denial of such sublease or assignment by Landlord as hereinabove provided must be predicated upon a "commercially reasonable basis" for such denial. Tenant shall retain any profits paid in connection with a sublease or assignment in excess of Tenant's Base Rent obligations hereunder, which profits shall be calculated after deducting all costs incurred by Tenant in connection with the space subject to the transfer, which shall include, but not be limited to, tenant improvements, leasing commissions and the time to sublease and remodel the Leased Premises. Any assignment or subletting shall not release Tenant of its liability under this Lease nor permit any subsequent assignment, subletting or other prohibited act, unless specifically provided in such consent. Within thirty (30) days of the date hereof, either Sublandlord or Subtenant shall have the option to cancel this Sublease by notice to the non-terminating party at any assignment time after such thirty (30) day period and prior to the date on which such consent is received. Landlord's written consent shall be in form and substance reasonably acceptable to Subtenant, and without limiting the generality of the foregoing, shall include provisions in substantially the following form: (i) In the event Sublandlord defaults under its obligations to be performed under the Master Lease, Landlord shall deliver to Subtenant a copy of any notice of default or sublettingother notice related thereto. Subtenant shall have the right to cure any default by Sublandlord within ten (10) days after Subtenant's receipt of written notice thereof. (ii) In the event the Master Lease is terminated because of a default by Sublandlord under the Master Lease, Tenant Landlord shall provide so notify Subtenant and shall recognize the entire estate of Subtenant created by this Sublease; provided that Subtenant attorns to Landlord executed copies and performs all of all assignment or subleasing documentsthe obligations of Subtenant under this Sublease to Landlord, in which event Landlord shall continue this Sublease with the same force and effect as if Landlord and Subtenant had entered into a lease with the same provisions as this Sublease.

Consent of Landlord. Notwithstanding the provisions of Section 12.1 above, but subject to the provisions of this Section 12.4 and the provisions of Sections 12.6 and 12.7 below, in the event that Landlord shall not have exercised the termination right as set forth in Section 12.3, or shall have failed to give any or timely notice under Section 12.3, then for a period of ninety (90) days (i) after the receipt of Landlord’s notice stating that Landlord does not elect the termination right, or (ii) after the expiration of the Acceptance Period, in the event Landlord shall not give any or timely notice under Section 12.3 as the case may be, Tenant shall not have the right to assign this Lease, Lease or sublet the Leased Premiseswhole (but not part) of the Premises in accordance with the Proposed Transfer Notice provided that, or any part thereofin each instance, without Landlord's Tenant first obtains the express prior written consentconsent of Landlord, which consent shall not be unreasonably withheld, conditioned withheld or delayed. Without limiting the foregoing standard, Landlord shall not be deemed to be unreasonably withholding its consent to such a proposed assignment or subleasing if: (a) the proposed assignee or subtenant is an occupant of the Building or elsewhere in the Prudential Center or is (or within the previous sixty (60) days has been) in active negotiation with Landlord or an affiliate of Landlord for premises in the Building or elsewhere in the Prudential Center or is not of a character consistent with the operation of a first class office building (by way of example Landlord shall not be deemed to be unreasonably withholding its consent to an assignment or subleasing to any governmental or quasi-governmental agency), or (b) the proposed assignee or subtenant is not of good character and reputation, or (c) the proposed assignee or subtenant does not possess adequate financial capability to perform the Tenant obligations as and when due or required, or (d) the assignee or subtenant proposes to use the Premises (or part thereof) for a purpose other than the purpose for which the Premises may be used as stated in Section 1.1 hereof, or (e) the character of the business to be conducted or the proposed use of the Premises by the proposed subtenant or assignee shall (i) be likely to increase Operating Expenses for the Building beyond that which Landlord now incurs for use by Tenant; (ii) be likely to increase the burden on elevators or other Building systems or equipment over the burden generated by normal and customary office usage; or (iii) violate or be likely to violate any provisions or restrictions contained herein relating to the use or occupancy of the Premises, or (f) there shall be existing an Event of Default (defined in Section 15.1) or there have been three (3) or more Event of Default occurrences during the Term, or (g) the proposed rent and other charges to be payable by the proposed assignee or subtenant are less than the market rent and other charges for first class office space for properties of a similar character in the Boston Downtown market, or (h) any part of the rent payable under the proposed assignment or sublease shall be based in whole or in part on the income or profits derived from the Premises or if any proposed assignment or sublease shall potentially have any adverse effect on the real estate investment trust qualification requirements applicable to Landlord and its affiliates, or (i) the holder of any mortgage or ground lease on property which includes the Premises does not approve of the proposed assignment or sublease, or (j) due to the identity or business of a proposed assignee or subtenant, such approval would cause Landlord to be in violation of any covenant or restriction contained in another lease or other agreement affecting space in the Building or elsewhere in the Prudential Center, or (k) Landlord receives the Proposed Transfer Notice within the last six (6) months of the Term of the Lease, or (l) Landlord or an affiliate of Landlord has office space similar in size to the Premises available to lease in the Prudential Center. If Landlord shall consent to the proposed assignment or subletting, as the case may be, then, in such event, Tenant may thereafter sublease (the whole but not part of the Premises) or assign pursuant to Tenant’s notice, as given hereunder; provided, however, Tenant that if such assignment or sublease shall have the right not be executed and delivered to sublet up to fifty percent Landlord within ninety (50%) of the total rentable square feet contained within the Leased Premises without the necessity of obtaining Landlord's prior consent and without releasing the Tenant from liability under this Lease. Prior to any sublease or assignment, Tenant shall first notify Landlord in writing of its election to sublease all or a portion of the Leased Premises or to assign this Lease or any interest hereunder, and shall provide Landlord current financial information and other information requested by Landlord regarding the proposed assignee or subtenant. At any time within fifteen (1590) days after service the date of said notice and delivery of such informationLandlord’s consent, Landlord shall notify Tenant that it consents or refuses to the consent to the sublease or assignment. Landlord shall not have the right to recapture any sublease or assignment space. Any denial of such sublease or assignment by Landlord as hereinabove provided must be predicated upon a "commercially reasonable basis" for such denial. Tenant shall retain any profits paid in connection with a sublease or assignment in excess of Tenant's Base Rent obligations hereunder, which profits shall be calculated after deducting all costs incurred by Tenant in connection with the space subject to the transfer, which shall include, but not be limited to, tenant improvements, leasing commissions deemed null and void and the time to sublease and remodel the Leased Premises. Any assignment or subletting provisions of Section 12.2 shall not release Tenant of its liability under this Lease nor permit any subsequent assignment, subletting or other prohibited act, unless specifically provided in such consent. Within thirty (30) days of any assignment or subletting, Tenant shall provide to Landlord executed copies of all assignment or subleasing documentsbe applicable.

Consent of Landlord. In the event that Landlord shall not have exercised the termination or suspension right as set forth in Section 11.3, then for a period of one hundred twenty (120) days after the earlier of (i) the receipt of Landlord’s notice stating that Landlord does not elect the termination or suspension right, or (ii) the expiration of the Acceptance Period, Tenant shall not have the right to assign this Lease, Lease or sublet the Leased Premisesportion of the Premises designated in the Recapture Offer, or any part thereofprovided that, without Landlord's in each instance, Tenant first obtains the prior written consentconsent of Landlord, which consent shall not be unreasonably withheld, conditioned withheld or delayed; provided. Without limiting the foregoing, however, Tenant Landlord shall have the right not be deemed to sublet up be unreasonably withholding its consent to fifty percent (50%) of the total rentable square feet contained within the Leased Premises without the necessity of obtaining Landlord's prior consent and without releasing the Tenant from liability under this Lease. Prior to any sublease such a proposed assignment or assignment, Tenant shall first notify Landlord in writing of its election to sublease all or a portion of the Leased Premises or to assign this Lease or any interest hereunder, and shall provide Landlord current financial information and other information requested by Landlord regarding subleasing if: the proposed assignee or subtenant. At any time subtenant is a tenant in the Building or is (or within fifteen the previous sixty (1560) days after service has been) in active negotiation with Landlord for premises in the Building or is not of said notice and delivery a character consistent with the operation of such information, Landlord shall notify Tenant that it consents or refuses to consent to the sublease or assignment. a first class office building (by way of example Landlord shall not have the right be deemed to recapture any sublease or assignment space. Any denial of such sublease or assignment by Landlord as hereinabove provided must be predicated upon a "commercially reasonable basis" for such denial. Tenant shall retain any profits paid in connection with a sublease or assignment in excess of Tenant's Base Rent obligations hereunder, which profits shall be calculated after deducting all costs incurred by Tenant in connection with the space subject unreasonably withholding its consent to the transfer, which shall include, but not be limited to, tenant improvements, leasing commissions and the time to sublease and remodel the Leased Premises. Any assignment or subletting shall not release Tenant of its liability under this Lease nor permit any subsequent assignment, subletting or other prohibited act, unless specifically provided in such consent. Within thirty (30) days of any assignment or subletting, Tenant shall provide to Landlord executed copies of all an assignment or subleasing documentsto any governmental or quasi-governmental agency), or the proposed assignee or subtenant is not of good character and reputation, or the proposed assignee or subtenant does not possess adequate financial capability to perform the Tenant obligations as and when due or required, or the assignee or subtenant proposes to use the Premises (or part thereof) for a purpose other than the Permitted Use, or the character of the business to be conducted or the proposed use of the Premises by the proposed subtenant or assignee shall (i) be likely to increase Operating Expenses for the Building beyond that which Landlord now incurs for use by Tenant; (ii) be likely to increase the burden on elevators or other Building systems or equipment over the burden prior to such proposed subletting or assignment; or (iii) violate or be likely to violate any provisions or restrictions contained herein relating to the use or occupancy of the Premises, or there shall be existing an Event of Default. This Section 11.4 shall not be applicable to an assignment or sublease pursuant to Section 11.2.

Consent of Landlord. Notwithstanding the provisions of Section 12.1 above, BUT subject to the provisions of this Section 12.4 and the provisions of Sections 12.5, 12.6 and 12.7 below, in the event that Landlord shall not have exercised the termination right as set forth in Section 12.3, or shall have failed to give any or timely notice under Section 12.3, then for a period of ninety (90) days (i) after the receipt of Landlord's notice stating that Landlord does not elect the termination right, or (ii) after the expiration of the thirty (30) day period referred to in Section 12.3, in the event Landlord shall not give any or timely notice under Section 12.3 as the case may be, Tenant shall not have the right to assign this Lease, Lease or sublet the Leased Premiseswhole (but not part) of the Premises in accordance with Tenant's notice to Landlord given as provided in Section 12.5 provided that, or any part thereofin each instance, without Landlord's Tenant first obtains the express prior written consentconsent of Landlord, which consent shall not be unreasonably withheld, conditioned withheld or delayed; provided, however, Tenant . Landlord shall have the right not be deemed to sublet up be unreasonably withholding its consent to fifty percent such a proposed assignment or subleasing if: (50%a) of the total rentable square feet contained within the Leased Premises without the necessity of obtaining Landlord's prior consent and without releasing the Tenant from liability under this Lease. Prior to any sublease or assignment, Tenant shall first notify Landlord in writing of its election to sublease all or a portion of the Leased Premises or to assign this Lease or any interest hereunder, and shall provide Landlord current financial information and other information requested by Landlord regarding the proposed assignee or subtenant. At any time within fifteen subtenant is not of a character consistent with the operation of a first class warehouse/distribution building (15) days after service by way of said notice and delivery of such information, Landlord shall notify Tenant that it consents or refuses to consent to the sublease or assignment. example Landlord shall not have the right be deemed to recapture any sublease or assignment space. Any denial of such sublease or assignment by Landlord as hereinabove provided must be predicated upon a "commercially reasonable basis" for such denial. Tenant shall retain any profits paid in connection with a sublease or assignment in excess of Tenant's Base Rent obligations hereunder, which profits shall be calculated after deducting all costs incurred by Tenant in connection with the space subject unreasonably withholding its consent to the transfer, which shall include, but not be limited to, tenant improvements, leasing commissions and the time to sublease and remodel the Leased Premises. Any assignment or subletting shall not release Tenant of its liability under this Lease nor permit any subsequent assignment, subletting or other prohibited act, unless specifically provided in such consent. Within thirty (30) days of any assignment or subletting, Tenant shall provide to Landlord executed copies of all an assignment or subleasing documentsto any governmental agency), or (b) the proposed assignee or subtenant is not of good character and reputation, or (c) the proposed assignee or subtenant does not possess adequate financial capability to perform the Tenant obligations as and when due or required, or (d) the assignee or subtenant proposes to use the Premises (or part thereof) for a purpose other than the purpose for which the Premises may be used as stated in Section 1.2 hereof, or (e) the character of the business to be conducted or the proposed use of the Premises by the proposed subtenant or assignee shall (i) be likely to increase Operating Expenses for the Property beyond that which Landlord now incurs for use by Tenant; (ii) be likely to increase the burden on Building systems or equipment over the burden prior to such proposed subletting or assignment; or (iii) violate or be likely to violate any provisions or restrictions contained herein relating to the use or occupancy of the Premises, or (f) there shall be existing an Event of Default (defined in Section 15.1).