Common use of Consent to Assignment or Sublease Clause in Contracts

Consent to Assignment or Sublease. If Tenant requests Landlord's consent to an assignment of this Lease or subletting of all or any portion of the Premises, Tenant shall submit to Landlord written notice ("Transfer Notice"), at least thirty (30) days prior to the date on which Tenant desires such assignment or sublease to become effective, containing the following information: (i) the name of the proposed assignee or sublessee; (ii) the nature of the business of the proposed assignee or sublessee, and its proposed use of the Premises; (iii) the material economic terms of the proposed transaction; (iv) the proposed commencement date, term, and rentable square feet of the subject space; and (v) such other information as Landlord may reasonably request. No later than twenty (20) days after Landlord's receipt of Tenant's notice, Landlord shall provide Tenant written notice of its approval or disapproval of the proposed transaction. In the event Landlord disapproves of such assignment or sublease, Landlord shall provide Tenant a reasonably detailed explanation of the grounds upon which Landlord has withheld its consent, which grounds may only be that the person or entity is not (because of the likelihood of picketing and protests, substantial allegations of criminal activity, or substantial adverse publicity or the like, including any governmental entity that poses a material security risk to the operation of Building or Tenant or is of a nature that regular visits by the public are anticipated) of a character consistent with the operation of a Class A multi- tenant office building in the Simi Market. The availability of comparable space for the account of Landlord shall not constitute reasonable grounds for disapproval. If Landlord does not provide written notice of approval or disapproval of the proposed assignment or sublease prior to the expiration of said twenty (20) day period, then Landlord shall be deemed to have approved the assignment or sublease described in Tenant's notice if it fails to respond to a second notice given by Tenant after the expiration of such twenty (20)-day period reciting that Landlord’s failure to respond within ten (10) days thereof shall constitute deemed approval. Tenant shall deliver a copy of any assignment or sublease to Landlord promptly after full execution thereof. If Tenant shall fail to consummate the contemplated assignment or sublease within ninety (90) days following delivery of the Transfer Notice to Landlord, then Tenant shall be obligated to deliver a new Transfer Notice in connection with the proposed assignment or sublease, and the process shall be repeated until the assignment or sublease shall be signed within the time and on the terms required. In no event shall Landlord have the right to recapture the subject space. Whether or not Landlord consents to any proposed subletting, assignment or transfer, Tenant shall pay Landlord's review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys', accountants', architects', engineers' and consultants' fees) incurred by Landlord, within thirty (30) days after written request by Landlord, but Tenant's obligation shall not exceed $2,000.00 in connection with any sublease request or $25,000.00 in connection with any assignment request.

Consent to Assignment or Sublease. If Tenant requests Landlord's consent to an assignment of this Lease or subletting of all or any portion a part of the Premises, Tenant shall submit to Landlord written notice ("Transfer Notice")Landlord, at least thirty (30) days prior to the date on which Tenant desires such assignment or sublease to become effectivein writing, containing the following information: (i) the name of the proposed assignee or sublessee; , (ii) current financial statements, if any, available to Tenant disclosing the financial condition of the proposed assignee or subtenant, (iii) the nature of the business of the proposed assignee or sublessee, and its proposed use of the Premises (any assignment or subletting being subject to restrictions on use contained in this Lease or in other leases of space served by the same elevator bank in the Building as the Premises; , violation of such restrictions by the proposed assignee or sublessee constituting absolute grounds for Landlord's denial of the requested assignment or subletting, such grounds not being the exclusive grounds for denial under clause (iii) the material economic terms of the proposed transaction; )), and (iv) the proposed commencement date, term, and rentable square feet date of the subject space; and assignment or subletting, together with a copy of the proposed assignment or sublease. Within fifteen (v) such other information as Landlord may reasonably request. No later than twenty (2015) days after its receipt of such notice, Landlord shall either approve or disapprove such proposed assignment in writing. Landlord's receipt failure to notify Tenant within such fifteen (15) day period shall be deemed a denial of Tenant's noticesuch proposal. In the event of (a) any proposed assignment; (b) any proposed sublease to an existing tenant of the Building; or (c) any proposed sublease which is not a Minor Sublet as defined in this Lease, Landlord, at its option and at its sole discretion, shall have the right to cancel this Lease in the event of an assignment or sublease of the entire Premises or to terminate this Lease with respect to that portion of the Premises proposed for subletting, if less than the entire Premises, and to lease the Premises or any portion of the Premises to be assigned or sublet to the proposed assignee or sublessee under the terms of its existing lease with Landlord. Provided, however, that prior to exercising its right to terminate, Landlord shall provide Tenant written notice of its approval or disapproval of the proposed transaction. In the event Landlord disapproves of such assignment or sublease, Landlord shall provide Tenant a reasonably detailed explanation of the grounds upon which Landlord has withheld its consent, which grounds may only be that the person or entity is not (because of the likelihood of picketing and protests, substantial allegations of criminal activity, or substantial adverse publicity or the like, including any governmental entity that poses a material security risk to the operation of Building or Tenant or is of a nature that regular visits by the public are anticipated) of a character consistent with the operation of a Class A multi- tenant office building in the Simi Market. The availability of comparable space for the account of Landlord shall not constitute reasonable grounds for disapproval. If Landlord does not provide written notice of approval or disapproval of the proposed assignment or sublease prior to the expiration of said twenty (20) day period, then Landlord shall be deemed to have approved the assignment or sublease described in Tenant's notice if it fails to respond to a second notice given by Tenant after the expiration of such twenty (20)-day period reciting that Landlord’s failure to respond within ten (10) days thereof shall constitute deemed approval. prior written notice of its intent to so terminate and Tenant shall deliver a copy of have the right and opportunity to avoid termination by withdrawing its request within such ten (10) day period. Landlord reserves the right to withhold consent to any proposed assignment or sublease to Landlord promptly after full execution thereof. If any third party other than a Tenant shall fail Affiliate or a Minor Sublet if the creditworthiness of such third party is not comparable to consummate the contemplated assignment or sublease within ninety (90) days following delivery of the Transfer Notice to Landlord, then Tenant shall be obligated to deliver a new Transfer Notice in connection with the proposed assignment or sublease, and the process shall be repeated until the assignment or sublease shall be signed within Tenant's creditworthiness at the time and on the terms required. In no event shall Landlord have the right to recapture the subject space. Whether or not Landlord consents to any proposed subletting, assignment or transfer, Tenant shall pay Landlord's review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys', accountants', architects', engineers' and consultants' fees) incurred by Landlord, within thirty (30) days after written request by Landlord, but Tenant's obligation shall not exceed $2,000.00 in connection with any sublease request or $25,000.00 in connection with any assignment requestthis Lease was executed.

Consent to Assignment or Sublease. If Provided that no Default of Tenant requests has occurred and is continuing hereunder, then, subject to the following provisions, Landlord's ’s consent to an the proposed assignment of this Lease or subletting of all or any portion of the Premises, Tenant shall submit not be unreasonably withheld. Landlord shall respond to Landlord written notice ("Transfer Notice"), at least thirty (30) days prior to the date on which Tenant desires such assignment or sublease to become effective, containing the following information: (i) the name of the proposed assignee or sublessee; (ii) the nature of the business of the proposed assignee or sublessee, and its proposed use of the Premises; (iii) the material economic terms of the proposed transaction; (iv) the proposed commencement date, term, and rentable square feet of the subject space; and (v) such other information as Landlord may reasonably request. No later than request within twenty (20) days after Landlord's receipt of Tenant's noticeas further provided below. Tenant shall, upon demand, reimburse Landlord shall provide Tenant written notice of its approval or disapproval of the proposed transaction. In the event for all actual, reasonable out-of-pocket expenses incurred by Landlord disapproves of in connection with such assignment or sublease, including, without limitation, all reasonable legal fees and expenses reasonably incurred by Landlord in connection with the granting of any requested consent. In no event shall Landlord be considered to have withheld its consent unreasonably to any proposed assignment or subletting if: (1) the proposed assignee or subtenant does not have sufficient financial means to perform all of its obligations under this Lease or the sublease, as the case may be, and/or Landlord has not been furnished with reasonable proof thereof, or would otherwise adversely affect Landlord’s qualification for or use of historic tax credits; (2) the proposed assignee or subtenant (i) is or has been under criminal investigation (other than for misdemeanor offenses of a de minimis nature) or is otherwise subject to material litigation that may have adverse consequences for such assignee’s or subtenants’ financial condition; (ii) is subject to an ongoing investigation for alleged violations of Requirements by the Securities and Exchange Commission of the United States or any successor agency, (iii) is or has been within the prior two years in default beyond applicable notice and cure periods of any monetary or material non-monetary covenant under a lease with Landlord or an affiliate of Landlord, or (iv) cannot make the representation and warranty set forth in Section 17.23 of this Lease. (3) the proposed assignee or sublessee will use the Premises for (a) a use which does not comply with the conditions and restrictions set forth in this Lease, or (b) a use which could materially overburden the Premises, the Building, the exterior common areas on the Property; (4) [intentionally omitted]; (5) the form of the proposed sublease or instrument of assignment is not reasonably satisfactory to Landlord; (6) after such assignment or sublease, there shall be more than eight (8) subtenants in the aggregate at any one time; (7) the proposed subtenant or assignee shall be entitled, directly or indirectly, to diplomatic or sovereign immunity, regardless of whether the proposed assignee or subtenant agrees to waive such diplomatic or sovereign immunity, and/or shall not be subject to the service of process in, and the jurisdiction of the courts of, the Commonwealth of Massachusetts for all matters relating to such assignment or sublease; (8) the proposed assignee or sublessee shall be an employment agency (except for the corporate offices thereof where no agency services are undertaken in the Premises) or a domestic or foreign governmental or quasi-governmental entity or agency; or (9) a lawsuit is then pending or threatened between Landlord or any affiliate of Landlord and the proposed assignee or subtenant (or affiliates thereof) (any assignee or subtenant described under clauses (2)-(3) or (6)-(9) hereof being referred to herein as a “Prohibited Tenant”). Landlord shall provide advise Tenant a reasonably detailed explanation of its consent to or rejection (with any rejection specifying in reasonable detail the grounds upon which Landlord has withheld its consent, which grounds may only be that the person or entity is not (because of the likelihood of picketing and protests, substantial allegations of criminal activity, or substantial adverse publicity or the like, including any governmental entity that poses a material security risk to the operation of Building or Tenant or is of a nature that regular visits by the public are anticipatedreasons for such rejection) of a character consistent with the operation of a Class A multi- tenant office building in the Simi Market. The availability of comparable space for the account of Landlord shall not constitute reasonable grounds for disapproval. If Landlord does not provide written notice of approval or disapproval of the proposed assignment or sublease prior to (subject to, and in accordance with, the expiration other relevant provisions of said this Article) by notifying Tenant in writing within twenty (20) day period, then days’ receipt thereof. If Landlord shall be deemed to have approved the assignment or sublease described in Tenant's notice if it fails to respond to a second notice given by Tenant after the expiration of request for consent to a sublet (but not an assignment) within such twenty (20)-day period reciting that Landlord’s failure to respond within ten (10) days thereof shall constitute deemed approval. period, Tenant shall deliver a copy of any assignment or sublease may give to Landlord promptly after full execution thereof. If Tenant a reminder notice, which reminder notice shall fail to consummate contain the contemplated assignment or sublease within ninety (90) days following delivery of the Transfer Notice to Landlord, then Tenant shall be obligated to deliver a new Transfer Notice in connection with the proposed assignment or sublease, and the process shall be repeated until the assignment or sublease shall be signed within the time and caption on the terms required. In no event shall Landlord have the right to recapture the subject space. Whether or not Landlord consents to any proposed subletting, assignment or transfer, Tenant shall pay Landlord's review first page thereof in bold and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys', accountants', architects', engineers' and consultants' fees) incurred by Landlord, within thirty (30) days after written request by Landlord, but Tenant's obligation shall not exceed $2,000.00 in connection with any sublease request or $25,000.00 in connection with any assignment request.capitalized type:

Consent to Assignment or Sublease. If Tenant requests Landlord shall either exercise Landlord's ’s Recapture Right as aforesaid, if applicable, or grant or deny its consent to an assignment of this Lease or subletting of all or any portion of the Premises, Tenant shall submit to Landlord written notice ("Transfer Notice"), at least thirty (30) days prior to the date on which Tenant desires such assignment or sublease to become effective, containing the following information: (i) the name of the proposed assignee or sublessee; (ii) the nature of the business of the proposed assignee or sublessee, and its proposed use of the Premises; (iii) the material economic terms of the proposed transaction; (iv) the proposed commencement date, term, and rentable square feet of the subject space; and (v) such other information as Landlord may reasonably request. No later than twenty (20) days after Landlord's receipt of Tenant's notice, Landlord shall provide Tenant written notice of its approval or disapproval of the proposed transaction. In the event Landlord disapproves of such assignment or sublease, Landlord shall provide Tenant a reasonably detailed explanation of the grounds upon which Landlord has withheld its consent, which grounds may only be that the person or entity is not (because of the likelihood of picketing and protests, substantial allegations of criminal activity, or substantial adverse publicity or the like, including any governmental entity that poses a material security risk to the operation of Building or Tenant or is of a nature that regular visits by the public are anticipated) of a character consistent with the operation of a Class A multi- tenant office building in the Simi Market. The availability of comparable space for the account of Landlord shall not constitute reasonable grounds for disapproval. If Landlord does not provide written notice of approval or disapproval of the proposed assignment or sublease prior by notice from Landlord to the expiration of said twenty (20) day period, then Landlord shall be deemed to have approved the assignment or sublease described in Tenant's notice if it fails to respond to a second notice given by Tenant after the expiration of such twenty (20)-day period reciting that Landlord’s failure to respond within ten (10) days thereof after Landlord’s receipt of Tenant’s notice and the items listed in clauses (i) – (vi) of Section 8.3(a). If Landlord does not exercise Landlord’s Recapture Right as aforesaid, if applicable, and provided that no Event of Default of Tenant has occurred hereunder, then Landlord’s consent to the proposed assignment or subletting shall constitute deemed approvalnot be unreasonably withheld, conditioned or delayed. Tenant shall deliver a copy of any shall, upon demand, reimburse Landlord for all reasonable third party out-of-pocket expenses incurred by Landlord in connection with such assignment or sublease to sublease, including, without limitation, all reasonable out of pocket legal fees and expenses incurred by Landlord promptly after full execution thereof. If Tenant shall fail to consummate the contemplated assignment or sublease within ninety (90) days following delivery of the Transfer Notice to Landlord, then Tenant shall be obligated to deliver a new Transfer Notice in connection with the proposed assignment or sublease, and granting of any requested consent (the process shall be repeated until the assignment or sublease shall be signed within the time and on the terms required“Landlord Consent Costs”). In no event shall Landlord be considered to have the right to recapture the subject space. Whether or not Landlord consents withheld its consent unreasonably to any proposed subletting, assignment or transfersubletting if (it being understood that this is not an all-inclusive list): (i) the proposed assignee or subtenant has insufficient financial wherewithal to meet its obligations under the Lease or sublease (as the case may be), Tenant shall pay and/or Landlord has not been furnished with reasonable proof thereof; (ii) the proposed assignee or sublessee may, in Landlord's review ’s reasonable determination, use the Premises for a use which does not comply with the conditions and processing feesrestrictions set forth in this Lease; (iii) the proposed assignee or subtenant is then an occupant of the Building; provided, as well as any reasonable professional fees that Landlord then has comparably sized space available in the Building; (including, without limitation, attorneys', accountants', architects', engineers' and consultants' feesiv) incurred by the proposed assignee or subtenant is a person or entity (or affiliate of a person or entity) with whom Landlord or Landlord, ’s agent is then or has been within thirty (30) days after written request by Landlord, but Tenant's obligation shall not exceed $2,000.00 the prior six months negotiating in connection with the rental of space in the Building; provided, that Landlord then has comparably sized space available in the Building; (v) the form of the proposed sublease or instrument of assignment is not reasonably satisfactory to Landlord; (vi) the proposed subtenant or assignee shall be entitled, directly or indirectly, to diplomatic or sovereign immunity, regardless of whether the proposed assignee or subtenant agrees to waive such diplomatic or sovereign immunity, and/or shall not be subject to the service of process in, and the jurisdiction of the courts of, the Commonwealth of Massachusetts; or (vii) any institutional mortgagee of the Building whose consent to such assignment or sublease request is required fails to consent thereto (provided Landlord has used its diligent commercially reasonable efforts to obtain such consent). If an Event of Default of Tenant shall occur after Landlord’s consent hereunder and at any time prior to the effective date of such assignment or $25,000.00 subletting, then Landlord’s consent thereto, if previously granted, may be immediately deemed revoked upon notice to Tenant, and in connection with any assignment requestsuch case, such consent shall be void and without force and effect.

Consent to Assignment or Sublease. If Tenant requests Landlord shall not exercise Landlord's consent ’s option to an assignment terminate all or a portion of this Lease as aforesaid, and provided that no Default of Tenant has occurred hereunder, then, subject to the following provisions, Landlord’s consent to the proposed assignment or subletting shall not be unreasonably withheld or delayed. Tenant shall, upon demand, reimburse Landlord for all expenses incurred by Landlord in connection with such assignment or sublease, including, without limitation, all legal fees and expenses reasonably incurred by Landlord in connection with the granting of any requested consent. In no event shall Landlord be considered to have withheld its consent unreasonably to any proposed assignment or subletting if: (1) the proposed assignee or subtenant is not a reputable person or entity of good character with sufficient financial means to perform all of its obligations under this Lease or the sublease, as the case may be, and/or Landlord has not been furnished with reasonable proof thereof; (2) the proposed assignee or sublessee may, in Landlord’s reasonable determination, use the Premises for (a) a use which does not comply with the conditions and restrictions set forth in this Lease, or (b) a use which could overburden the Premises, the Building, the parking areas or other common areas on the Property, or (c) a use which could cause an increase in the insurance premiums payable with respect to the Property or in the Operating Costs; (3) the proposed assignee or subtenant is a person or entity (or affiliate of a person or entity) with whom Landlord or Landlord’s agent is then or has been within the prior six months negotiating in connection with the rental of space in the Building; (4) the form of the proposed sublease or instrument of assignment is not reasonably satisfactory to Landlord; (5) after such assignment or sublease, there shall be more than two subtenants of the Premises; (6) the proposed subtenant or assignee shall be entitled, directly or indirectly, to diplomatic or sovereign immunity, regardless of whether the proposed assignee or subtenant agrees to waive such diplomatic or sovereign immunity, and/or shall not be subject to the service of process in, and the jurisdiction of the courts of, the Commonwealth of Massachusetts. (7) The proposed assignee or sublessee shall be an employment agency or a domestic or foreign governmental or quasi-governmental entity or agency. (8) any mortgagee whose consent to such assignment or sublease is required fails to consent thereto; or (9) a lawsuit is then pending or threatened between Landlord or any affiliate of Landlord or any affiliate of Landlord and the proposed assignee or subtenant (or affiliates thereof). If a Default of Tenant shall occur at any time prior to the effective date of such assignment or subletting, then Landlord’s consent thereto, if previously granted, shall be immediately deemed revoked without further notice to Tenant, and such consent shall be void and without force and effect, and such assignment or subletting shall constitute a further Default of Tenant hereunder. Notwithstanding any term or provision of this Lease to the contrary, Tenant shall not sublease all or any portion of the PremisesPremises or assign this Lease to, Tenant shall submit or permit all or any portion of the Premises to Landlord written notice ("Transfer Notice")be used or occupied by, at least thirty (30) days prior to the date on which Tenant desires such assignment or sublease to become effective, containing any of the following informationnine entities or any person or entity then controlling, controlled by or under common control with any of such entities or any then successors thereto: (i) Deloitte & Touche, (ii) Ernst and Young, (iii) PricewaterhouseCoopers, (iv) Xxxxx Xxxxxxxx, (v) BDO Xxxxxxx, (vi) Xxxxxx Xxxxxxxx, (vii) Tofias, (viii) McGladrey and Pulen and (ix) Xxxxxx Xxxxxxx & Xxxxx. The foregoing sentence shall not prohibit (subject to receipt of Landlord’s consent as provided above) any merger or sale of Tenant with or to, or the purchase by Tenant of, any of such nine entities or their successors, provided that none of Deloitte and Touche, Ernst & Young or PricewaterhouseCoopers, or any successor thereto, (x) does business at the Building under the name Deloitte & Touche, Ernst & Young or Pricewaterhouse Coopers (or the name of their respective successors) or has any such names displayed in any elevator lobby, elevator or other public areas in and around the proposed assignee or sublessee; (ii) the nature of the business of the proposed assignee or sublessee, and its proposed use of the Premises; (iii) the material economic terms of the proposed transaction; (iv) the proposed commencement date, term, and rentable square feet of the subject space; and (v) such other information as Landlord may reasonably request. No later than twenty (20) days after Landlord's receipt of Tenant's notice, Landlord shall provide Tenant written notice of its approval or disapproval of the proposed transaction. In the event Landlord disapproves of such assignment or sublease, Landlord shall provide Tenant a reasonably detailed explanation of the grounds upon which Landlord has withheld its consent, which grounds may only be that the person or entity is not (because of the likelihood of picketing and protests, substantial allegations of criminal activity, or substantial adverse publicity or the like, including any governmental entity that poses a material security risk to the operation of Building or Tenant or (y) is of a nature that regular visits by the public are anticipated) of a character consistent with the operation of a Class A multi- tenant office building in the Simi Market. The availability of comparable space for the account of Landlord shall not constitute reasonable grounds for disapproval. If Landlord does not provide written notice of approval or disapproval of the proposed assignment or sublease prior to the expiration of said twenty (20) day period, then Landlord shall be deemed to have approved the assignment or sublease described in Tenant's notice if it fails to respond to a second notice given by Tenant after the expiration of such twenty (20)-day period reciting that Landlord’s failure to respond within ten (10) days thereof shall constitute deemed approval. Tenant shall deliver a copy of any assignment or sublease to Landlord promptly after full execution thereof. If Tenant shall fail to consummate the contemplated assignment or sublease within ninety (90) days following delivery of the Transfer Notice to Landlord, then Tenant shall be obligated to deliver a new Transfer Notice in connection with the proposed assignment or sublease, and the process shall be repeated until the assignment or sublease shall be signed within the time and on the terms required. In no event shall Landlord have the right to recapture the subject space. Whether or not Landlord consents to any proposed subletting, assignment or transfer, Tenant shall pay Landlord's review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys', accountants', architects', engineers' and consultants' fees) incurred by Landlord, within thirty (30) days after written request by Landlord, but Tenant's obligation shall not exceed $2,000.00 surviving entity in connection with any sublease request such merger or $25,000.00 sale unless the entity or division which occupies space in connection with the Building does not do business under the names of any assignment requestof such three entities (or their respective successors) and the names of such three entities (or their respective successors) are not displayed at any time in any elevator lobby, elevators or other public areas in and around the Building.

Consent to Assignment or Sublease. If Tenant requests Landlord shall either exercise Landlord's ’s Recapture Right as aforesaid or grant or deny its consent to an assignment of this Lease or subletting of all or any portion of the Premises, Tenant shall submit to Landlord written notice ("Transfer Notice"), at least thirty (30) days prior to the date on which Tenant desires such proposed assignment or sublease by notice from Landlord to become effective, containing the following information: Tenant within fifteen (i) the name of the proposed assignee or sublessee; (ii) the nature of the business of the proposed assignee or sublessee, and its proposed use of the Premises; (iii) the material economic terms of the proposed transaction; (iv) the proposed commencement date, term, and rentable square feet of the subject space; and (v) such other information as Landlord may reasonably request. No later than twenty (2015) days after Landlord's ’s receipt of Tenant's notice’s notice and the items listed in clauses (i) – (vii) of Section 8.3(a). If Landlord does not exercise Landlord’s Recapture Right as aforesaid, Landlord shall provide and provided that no Event of Default of Tenant written notice of its approval or disapproval of has occurred hereunder, then Landlord’s consent to the proposed transactionassignment or subletting shall not be unreasonably withheld, conditioned or delayed. In the event Tenant shall, upon demand, reimburse Landlord disapproves of for all reasonable third party out-of-pocket expenses incurred by Landlord in connection with such assignment or sublease, including, without limitation, all reasonable out of pocket legal fees and expenses incurred by Landlord shall provide Tenant a reasonably detailed explanation of the grounds upon which Landlord has withheld its consent, which grounds may only be that the person or entity is not (because of the likelihood of picketing and protests, substantial allegations of criminal activity, or substantial adverse publicity or the like, including any governmental entity that poses a material security risk to the operation of Building or Tenant or is of a nature that regular visits by the public are anticipated) of a character consistent with the operation of a Class A multi- tenant office building in the Simi Market. The availability of comparable space for the account of Landlord shall not constitute reasonable grounds for disapproval. If Landlord does not provide written notice of approval or disapproval of the proposed assignment or sublease prior to the expiration of said twenty (20) day period, then Landlord shall be deemed to have approved the assignment or sublease described in Tenant's notice if it fails to respond to a second notice given by Tenant after the expiration of such twenty (20)-day period reciting that Landlord’s failure to respond within ten (10) days thereof shall constitute deemed approval. Tenant shall deliver a copy of any assignment or sublease to Landlord promptly after full execution thereof. If Tenant shall fail to consummate the contemplated assignment or sublease within ninety (90) days following delivery of the Transfer Notice to Landlord, then Tenant shall be obligated to deliver a new Transfer Notice in connection with the proposed assignment or sublease, and granting of any requested consent (the process shall be repeated until the assignment or sublease shall be signed within the time and on the terms required“Landlord Consent Costs”). In no event shall Landlord be considered to have the right to recapture the subject space. Whether or not Landlord consents withheld its consent unreasonably to any proposed subletting, assignment or transfersubletting if (it being understood that this is not an all-inclusive list): (i) the proposed assignee or subtenant is not a reputable person or entity, Tenant shall pay or has insufficient financial wherewithal, and/or Landlord has not been furnished with reasonable proof thereof; (ii) the proposed assignee or sublessee may, in Landlord's review ’s reasonable determination, use the Premises for a use which does not comply with the conditions and processing feesrestrictions set forth in this Lease; (iii) the proposed assignee or subtenant is then an occupant of the Building provided, as well as any reasonable professional fees that Landlord then has comparably sized space available in the Building; (including, without limitation, attorneys', accountants', architects', engineers' and consultants' feesiv) incurred by the proposed assignee or subtenant is a person or entity (or affiliate of a person or entity) with whom Landlord or Landlord, ’s agent is then or has been within thirty (30) days after written request by Landlord, but Tenant's obligation shall not exceed $2,000.00 the prior six months negotiating in connection with the rental of space in the Building provided, that Landlord then has comparably sized space available in the Building; or (v) the proposed subtenant or assignee shall be entitled, directly or indirectly, to diplomatic or sovereign immunity, regardless of whether the proposed assignee or subtenant agrees to waive such diplomatic or sovereign immunity, and/or shall not be subject to the service of process in, and the jurisdiction of the courts of, the Commonwealth of Massachusetts; or (vi) any mortgagee whose consent to such assignment or sublease request is required fails to consent thereto (provided Landlord has used commercially reasonable efforts to obtain such consent). If an Event of Default of Tenant shall occur after Landlord’s consent hereunder and at any time prior to the effective date of such assignment or $25,000.00 subletting, then Landlord’s consent thereto, if previously granted, may be immediately deemed revoked upon notice to Tenant, and in connection with any assignment requestsuch case, such consent shall be void and without force and effect.

Consent to Assignment or Sublease. If Provided that no Default of Tenant requests has occurred and is continuing hereunder, then, subject to the following provisions, Landlord's ’s consent to an the proposed assignment of this Lease or subletting of all or any portion of the Premises, Tenant shall submit to Landlord written notice ("Transfer Notice"), at least thirty (30) days prior to the date on which Tenant desires such assignment or sublease to become effective, containing the following information: (i) the name of the proposed assignee or sublessee; (ii) the nature of the business of the proposed assignee or sublessee, and its proposed use of the Premises; (iii) the material economic terms of the proposed transaction; (iv) the proposed commencement date, term, and rentable square feet of the subject space; and (v) such other information as Landlord may reasonably requestnot be unreasonably withheld. No later than twenty (20) days after Landlord's receipt of Tenant's notice, Landlord shall provide respond to such request within 30 days. Tenant written notice of its approval or disapproval of the proposed transaction. In the event shall, upon demand, reimburse Landlord disapproves of for all actual, reasonable out-of-pocket expenses incurred by Landlord in connection with such assignment or sublease, including, without limitation, all reasonable legal fees and expenses reasonably incurred by Landlord in connection with the granting of any requested consent. In no event shall provide Tenant Landlord be considered to have withheld its consent unreasonably to any proposed assignment or subletting if: (1) the proposed assignee or subtenant does not have sufficient financial means to perform all of its obligations under this Lease or the sublease, as the case may be, and/or Landlord has not been furnished with reasonable proof thereof, or would otherwise adversely affect Landlord’s qualification for or use of historic tax credits; (2) the proposed assignee or subtenant (i) is or has been under criminal investigation (other than for misdemeanor offenses of a reasonably detailed explanation de minimis nature) or is otherwise subject to material litigation that may have adverse consequences for such assignee’s or subtenants’ financial condition; (ii) is subject to an ongoing investigation for alleged violations of Requirements by the Securities and Exchange Commission of the grounds upon United States or any successor agency, (iii) is or has been within the prior two years in default beyond applicable notice and cure periods of any monetary or material non-monetary covenant under a lease with Landlord or an affiliate of Landlord, or (iv) cannot make the representation and warranty set forth in Section 17.23 of this Lease. (3) the proposed assignee or sublessee will use the Premises for (a) a use which Landlord has withheld its consentdoes not comply with the conditions and restrictions set forth in this Lease, or (b) a use which grounds may only be that could materially overburden the Premises, the Building, the parking areas or other common areas on the Property, or (c) a use which would materially increase the insurance premiums payable with respect to the Property or in the Operating Costs; (4) the proposed assignee or subtenant is a person or entity (or affiliate of a person or entity) with whom Landlord or Landlord’s agent is then actively negotiating in connection with the rental of space in the Building, provided that comparable space is then available for lease in the Building for a like term (and, for purposes of this subsection (4), the term “actively” shall require the proposed assignee or subtenant to be still exchanging correspondence, and/or has scheduled conferences with respect to leasing comparable space in the Building for a like term for comparable space, or that either the proposed assignee or subtenant in question has submitted a written request for proposal or offer to Landlord or Landlord has submitted a written offer to such proposed assignee or sublessee within three (3) months preceding the date of Tenant’s request); (5) the form of the proposed sublease or instrument of assignment is not reasonably satisfactory to Landlord; (because 6) after such assignment or sublease, there shall be more than four (4) subtenants on any one whole floor within the Premises at any one time, and no more than eight (8) subtenants in the aggregate at any one time; (7) the proposed subtenant or assignee shall be entitled, directly or indirectly, to diplomatic or sovereign immunity, regardless of whether the proposed assignee or subtenant agrees to waive such diplomatic or sovereign immunity, and/or shall not be subject to the service of process in, and the jurisdiction of the likelihood courts of, the Commonwealth of picketing and protests, substantial allegations of criminal activity, Massachusetts for all matters relating to such assignment or substantial adverse publicity sublease; (8) The proposed assignee or sublessee shall be an employment agency (except for the like, including any corporate offices thereof where no agency services are undertaken in the Premises) or a domestic or foreign governmental or quasi-governmental entity that poses or agency; or (9) a material security risk to the operation of Building lawsuit is then pending or Tenant threatened between Landlord or is of a nature that regular visits by the public are anticipated) of a character consistent with the operation of a Class A multi- tenant office building in the Simi Market. The availability of comparable space for the account any affiliate of Landlord or any affiliate of Landlord and the proposed assignee or subtenant (or affiliates thereof) (any assignee or subtenant described under clauses (2)-(4) or (6)-(9) hereof being referred to herein as a “Prohibited Tenant”). Landlord shall not constitute advise Tenant of its consent to or rejection (with any rejection specifying in reasonable grounds detail the reasons for disapproval. If Landlord does not provide written notice of approval or disapproval such rejection) of the proposed assignment or sublease prior to (subject to, and in accordance with, the expiration other relevant provisions of said this Article) by notifying Tenant in writing within twenty (20) day period, then days’ receipt thereof. If Landlord shall be deemed to have approved the assignment or sublease described in Tenant's notice if it fails to respond to a second notice given by Tenant after the expiration of request for consent to a sublet (but not an assignment) within such twenty (20)-day period reciting that Landlord’s failure to respond within ten (10) days thereof shall constitute deemed approval. period, Tenant shall deliver a copy of any assignment or sublease may give to Landlord promptly after full execution thereof. If Tenant a reminder notice, which reminder notice shall fail to consummate contain the contemplated assignment or sublease within ninety (90) days following delivery of the Transfer Notice to Landlord, then Tenant shall be obligated to deliver a new Transfer Notice in connection with the proposed assignment or sublease, and the process shall be repeated until the assignment or sublease shall be signed within the time and caption on the terms required. In no event shall Landlord have the right to recapture the subject space. Whether or not Landlord consents to any proposed subletting, assignment or transfer, Tenant shall pay Landlord's review first page thereof in bold and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys', accountants', architects', engineers' and consultants' fees) incurred by Landlord, within thirty (30) days after written request by Landlord, but Tenant's obligation shall not exceed $2,000.00 in connection with any sublease request or $25,000.00 in connection with any assignment request.capitalized type: