Common use of Effect of Transfer Clause in Contracts

Effect of Transfer. If Landlord consents to a Transfer, then (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified; (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee; (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form and content reasonably acceptable to Landlord, including, without limitation, at Landlord’s option, a “Transfer Agreement,” as that term is defined in this Section 14.5, below; (iv) Tenant shall furnish upon Landlord’s request a statement, certified by an independent certified public accountant, Tenant’s chief financial officer, or another officer of Tenant who has knowledge of real estate accounting and financial reporting practices setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, together with reasonable backup information and documentation; and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease, including, without limitation, in connection with the Subject Space, and, in the event of a Transfer of Tenant’s entire interest in this Lease, the liability of Tenant and such Transferee shall be joint and several. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency. Notwithstanding anything to the contrary contained in this Article 14, Landlord, at its option in its sole and absolute discretion, may require, as a condition to the validity of any Transfer, that both Tenant and such Transferee enter into a separate written agreement directly with Landlord (a “Transfer Agreement”), which Transfer Agreement, among other things, shall create privity of contract between Landlord and such Transferee with respect to the provisions of this Article 14, and shall contain such terms and provisions as Landlord may reasonably require, including, without limitation, the following: (a) such Transferee’s agreement to be bound by all the obligations of Tenant under this Lease (including, but not limited to, Tenant’s obligation to pay Rent); (b) such Transferee’s acknowledgment of, and agreement that such Transfer shall be subordinate and subject to, Landlord’s rights under Section 19.3 of this Lease; and (c) Tenant’s and such Transferee’s recognition of and agreement to be bound by all the terms and provisions of this Article 14, including, but not limited to, any such terms and provisions which Landlord, at its option, requires to be expressly set forth in such Transfer Agreement. Upon the occurrence of any default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of Tenant, to pursue any or all of the remedies available to Tenant under such Transfer or at law or in equity (all of which remedies shall be distinct, separate and cumulative).

Effect of Transfer. If Landlord consents to a Transfer, then (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified; , (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee; , (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form and content reasonably acceptable to Landlord, including, without limitation, at Landlord’s option, a “Transfer Agreement,” as that term is defined in this Section 14.5, below; (iv) Tenant shall furnish upon Landlord’s request a complete statement, certified by an independent certified public accountant, or Tenant’s chief financial officer, or another officer of Tenant who has knowledge of real estate accounting and financial reporting practices setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, together with reasonable backup information and documentation; and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease, including, without limitation, in connection with the Subject Space. In no event shall any Transferee assign, and, in the event of a Transfer of Tenant’s entire sublease or otherwise encumber its interest in this LeaseLease or further sublet any portion of the Subject Space, or otherwise suffer or permit any portion of the liability Subject Space to be used or occupied by others, except in accordance with this Section 14. Landlord or its authorized representatives shall have the right at all reasonable times during normal business hours, but not more than once for each Transfer, to audit the books, records and papers of Tenant relating to any Transfer. Landlord agrees to and shall keep and maintain the books, records, and papers of Tenant strictly confidential and shall not disclose such Transferee shall be joint and severalconfidential information to any person or entity other than Landlord’s financial or legal consultants or Landlord’s mortgagee. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency. Notwithstanding anything to the contrary contained in this Article 14, Landlord, at its option in its sole and absolute discretion, may require, as a condition to the validity of any Transfer, that both Tenant and such Transferee enter into a separate written agreement directly with Landlord if understated by more than five percent (a “Transfer Agreement”5%), which Transfer Agreement, among other things, Tenant shall create privity of contract between Landlord and such Transferee with respect to the provisions of this Article 14, and shall contain such terms and provisions as Landlord may reasonably require, including, without limitation, the following: (a) such Transferee’s agreement to be bound by all the obligations of Tenant under this Lease (including, but not limited to, Tenant’s obligation to pay Rent); (b) such Transferee’s acknowledgment of, and agreement that such Transfer shall be subordinate and subject to, Landlord’s rights under Section 19.3 reasonable costs of this Lease; and (c) Tenant’s and such Transferee’s recognition of and agreement to be bound by all the terms and provisions of this Article 14, including, but not limited to, any such terms and provisions which Landlord, at its option, requires to be expressly set forth in such Transfer Agreement. Upon the occurrence of any default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of Tenant, to pursue any or all of the remedies available to Tenant under such Transfer or at law or in equity (all of which remedies shall be distinct, separate and cumulative)audit.

Effect of Transfer. If Landlord consents to a Transfer, then (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified; , (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee; , (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form and content reasonably acceptable to Landlord, including, without limitation, at Landlord’s option, a “Transfer Agreement,” as that term is defined in this Section 14.5, below; (iv) Tenant shall furnish upon Landlord’s 's request a complete statement, certified by an independent certified public accountant, or Tenant’s 's chief financial officer, or another officer of Tenant who has knowledge of real estate accounting and financial reporting practices setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, together with reasonable backup information and documentation; and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s 's consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease, including, without limitation, in connection with the Subject Space. Landlord or its authorized representatives shall have the right at all reasonable times and upon five (5) days' prior written notice to audit the books, and, in the event of a Transfer of Tenant’s entire interest in this Lease, the liability records and papers of Tenant relating to any Transfer (other than a Change of Control), and shall have the right to make copies thereof; provided that Tenant may require Landlord and its authorized representatives execute a commercially reasonable confidentiality agreement regarding such Transferee shall be joint and severalaudit. If the Transfer Premium respecting any such Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency. Notwithstanding anything to the contrary contained in this Article 14, Landlord, at its option in its sole and absolute discretion, may require, as a condition to the validity of any Transfer, that both Tenant and such Transferee enter into a separate written agreement directly with Landlord if understated by more than five percent (a “Transfer Agreement”5%), which Transfer Agreement, among other things, Tenant shall create privity pay Landlord's costs of contract between Landlord and such Transferee with respect to the provisions of this Article 14, and shall contain such terms and provisions as Landlord may reasonably require, including, without limitation, the following: (a) such Transferee’s agreement to be bound by all the obligations of Tenant under this Lease (including, but not limited to, Tenant’s obligation to pay Rent); (b) such Transferee’s acknowledgment of, and agreement that such Transfer shall be subordinate and subject to, Landlord’s rights under Section 19.3 of this Lease; and (c) Tenant’s and such Transferee’s recognition of and agreement to be bound by all the terms and provisions of this Article 14, including, but not limited to, any such terms and provisions which Landlord, at its option, requires to be expressly set forth in such Transfer Agreement. Upon the occurrence of any default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of Tenant, to pursue any or all of the remedies available to Tenant under such Transfer or at law or in equity (all of which remedies shall be distinct, separate and cumulative)audit.

Effect of Transfer. If Landlord consents to a Transfer, then (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified; , (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee; Transferee (each of whom shall be required to comply with the terms of this Article 14), (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form and content reasonably acceptable to Landlord, including, without limitation, at Landlord’s option, a “Transfer Agreement,” as that term is defined in this Section 14.5, below; (iv) Tenant shall furnish upon Landlord’s request a complete statement, certified by an independent certified public accountant, or Tenant’s chief financial officer, or another officer of Tenant who has knowledge of real estate accounting and financial reporting practices setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such TransferTransfer or a statement that there is no Transfer Premium, together with reasonable backup information and documentation; and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease, including, without limitation, including in connection with the Subject Space, and, in and (vi) the event of a Transfer of Tenant’s entire interest in Transferee shall fully assume this Lease. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, the liability records and papers of Tenant relating to any Transfer, and such Transferee shall be joint and severalhave the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency. Notwithstanding anything to the contrary contained in this Article 14, Landlord, at its option in its sole and absolute discretion, may require, as a condition to the validity of any Transfer, that both Tenant and such Transferee enter into a separate written agreement directly with Landlord if understated by more than two percent (a “Transfer Agreement”2%), which Transfer Agreement, among other things, Tenant shall create privity pay Landlord’s costs of contract between Landlord and such Transferee with respect to the provisions of this Article 14, and shall contain such terms and provisions as Landlord may reasonably require, including, without limitationaudit. Upon any assignment, the following: (a) such Transferee’s agreement assignee shall assume in writing all obligations and covenants of Tenant thereafter to be bound by all the obligations of Tenant performed or observed under this Lease (including, but not limited to, Lease. If Tenant’s obligation to pay Rent); (b) such Transferee’s acknowledgment of, and agreement that such Transfer shall be subordinate and subject toobligations hereunder have been guaranteed, Landlord’s rights under Section 19.3 of this Lease; and (c) Tenant’s and such Transferee’s recognition of and agreement consent to any Transfer shall not be bound by all effective unless the terms and provisions of this Article 14, including, but not limited to, any such terms and provisions which Landlord, at its option, requires guarantor also consents to be expressly set forth in such Transfer Agreement. Upon the occurrence of any default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of Tenant, to pursue any or all of the remedies available to Tenant under such Transfer or at law or in equity (all of which remedies shall be distinct, separate and cumulative).

Effect of Transfer. If Landlord consents to a Transfer, then (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified; (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee; (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form and content reasonably acceptable to Landlord, including, without limitation, at Landlord’s 's option, a “"Transfer Agreement,” " as that term is defined in this Section 14.5, below; (iv) Tenant shall furnish upon Landlord’s 's request a complete statement, certified by an independent certified public accountant, or Tenant’s 's chief financial officer, or another officer of Tenant who has knowledge of real estate accounting and financial reporting practices setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, together with reasonable backup information and documentation; and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s 's consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease, including, without limitation, in connection with the Subject Space, and, in the event of a Transfer of Tenant’s 's entire interest in this Lease, the liability of Tenant and such Transferee shall be joint and several. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency, and if understated by more than two percent (2%), Tenant shall pay Landlord's costs of such audit. Notwithstanding anything to the contrary contained in this Article 14, Landlord, at its option in its sole and absolute discretion, may require, as a condition to the validity of any Transfer, that both Tenant and such Transferee enter into a separate written agreement directly with Landlord (a “"Transfer Agreement”"), which Transfer Agreement, among other things, shall create privity of contract between Landlord and such Transferee with respect to the provisions of this Article 14, and shall contain such terms and provisions as Landlord may reasonably require, including, without limitation, the following: (aA) such Transferee’s 's agreement to be bound by all the obligations of Tenant under this Lease (including, but not limited to, Tenant’s 's obligation to pay Rent), provided that, in the event of a Transfer of less than the entire Premises, the obligations to which such Transferee shall agree to be so bound shall be prorated on a basis of the number of rentable square feet of the Subject Space in proportion to the number of square feet in the Premises; (bB) such Transferee’s 's acknowledgment of, and agreement that such Transfer shall be subordinate and subject to, Landlord’s 's rights under Section 19.3 of this Lease; and (cC) Tenant’s 's and such Transferee’s 's recognition of and agreement to be bound by all the terms and provisions of this Article 14, including, but not limited to, any such terms and provisions which Landlord, at its option, requires to be expressly set forth in such Transfer Agreement. Upon the occurrence of any default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of Tenant, to pursue any or all of the remedies available to Tenant under such Transfer or at law or in equity (all of which remedies shall be distinct, separate and cumulative).

Effect of Transfer. If Landlord consents to a Transfer, then (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified; , (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee; , (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form and content reasonably acceptable to Landlord, including, without limitation, at Landlord’s option, a “Transfer Agreement,” as that term is defined in this Section 14.5, below; and (iv) Tenant shall furnish upon Landlord’s request a statement, certified by an independent certified public accountant, Tenant’s chief financial officer, or another officer of Tenant who has knowledge of real estate accounting and financial reporting practices setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, together with reasonable backup information and documentation; and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s 's consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, including, without limitation, in connection with the Subject Space, and, in the event of a Transfer of Tenant’s entire interest in this Lease, the liability records and papers of Tenant relating to any Transfer, and such Transferee shall be joint and severalhave the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiencydeficiency and Landlord's costs of such audit. Notwithstanding anything to No assignment or subletting shall affect the contrary contained in this Article 14continuing primary liability of Tenant (which, Landlordfollowing assignment, at its option in its sole shall be joint and absolute discretion, may require, as a condition to several with the validity of any Transfer, that both Tenant and such Transferee enter into a separate written agreement directly with Landlord (a “Transfer Agreement”assignee), which Transfer Agreementand Tenant shall not be released from performing any of the terms, among other things, shall create privity of contract between Landlord covenants and such Transferee with respect to the provisions of this Article 14, and shall contain such terms and provisions as Landlord may reasonably require, including, without limitation, the following: (a) such Transferee’s agreement to be bound by all the obligations of Tenant under this Lease (including, but not limited to, Tenant’s obligation to pay Rent); (b) such Transferee’s acknowledgment of, and agreement that such Transfer shall be subordinate and subject to, Landlord’s rights under Section 19.3 conditions of this Lease; . Any and (c) Tenant’s all options, first rights of refusal, tenant improvement allowances and such Transferee’s recognition of and agreement other similar rights granted to Tenant in this Lease, if any, shall only be bound assignable by all the terms and provisions Tenant as part of this Article 14, including, but not limited to, any such terms and provisions which Landlord, at its option, requires to be expressly set forth in such Transfer Agreement. Upon the occurrence of any default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of Tenant, to pursue any or all of the remedies available to Tenant under such Transfer or at law or in equity (all of which remedies shall be distinct, separate and cumulative)Lease.

Effect of Transfer. If Landlord consents to a Transfer, then (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified; , (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee; , (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form and content reasonably acceptable to Landlord, including, without limitation, at Landlord’s option, a “Transfer Agreement,” as that term is defined in this Section 14.5, below; (iv) Tenant shall furnish upon Landlord’s 's request a complete statement, certified by an independent certified public accountant, or Tenant’s 's chief financial officer, or another officer of Tenant who has knowledge of real estate accounting and financial reporting practices setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, together with reasonable backup information and documentation; and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s 's consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease. Landlord or its authorized representatives shall have the right at all reasonable times (but no more than one (1) timer per calendar year) to audit the books, including, without limitation, in connection with the Subject Space, and, in the event of a Transfer of Tenant’s entire interest in this Lease, the liability records and papers of Tenant relating to any Transfer, and such Transferee shall be joint and severalhave the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency. Notwithstanding anything to the contrary contained deficiency and, in this Article 14addition, Landlord, at its option in its sole and absolute discretion, may require, as a condition to the validity of any Transfer, that both Tenant and such Transferee enter into a separate written agreement directly with Landlord (a “Transfer Agreement”), which Transfer Agreement, among other things, shall create privity of contract between Landlord and such Transferee with respect to the provisions of this Article 14, and shall contain such terms and provisions as Landlord may reasonably require, including, without limitation, the following: if understated by more than (a) two percent (2%), Tenant shall pay Landlord's cost of such Transferee’s agreement to be bound by all the obligations of Tenant under this Lease audit within thirty (including30) days after demand, but not limited to, Tenant’s obligation to pay Rent); and (b) such Transferee’s acknowledgment of, and agreement that such Transfer shall be subordinate and subject to, Landlord’s rights under Section 19.3 of this Lease; and ten percent (c) Tenant’s and such Transferee’s recognition of and agreement to be bound by all the terms and provisions of this Article 14, including, but not limited to, any such terms and provisions which Landlord, at its option, requires to be expressly set forth in such Transfer Agreement. Upon the occurrence of any default by Transferee under such Transfer10%), Landlord shall be entitled to interest on the understated amount at the rate of ten percent (10%) per annum from the date upon which the understated amount would have been paid if the right, at its option, but not Transfer Premium had been accurately determined in the obligation, on behalf of Tenant, first place to pursue the date Tenant pays to Landlord in full such understated amounts; Landlord's rights pursuant to the immediately preceding sentence shall constitute Landlord's sole remedy for any or all understatement of the remedies available to Tenant under such Transfer or at law or Premium (in equity (all the absence of which remedies shall be distinct, separate and cumulativefraud by Tenant).

Effect of Transfer. If Landlord consents to a Transfer, then (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified; , (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee; , (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form and content reasonably acceptable to Landlord, including, without limitation, at Landlord’s option, a “Transfer Agreement,” as that term is defined in this Section 14.5, below; (iv) Tenant shall furnish upon Landlord’s 's request a complete statement, certified by an independent certified public accountant, or Tenant’s 's chief financial officer, or another officer of Tenant who has knowledge of real estate accounting and financial reporting practices setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, together with reasonable backup information and documentation; and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s 's consent, shall relieve Tenant or any guarantor of the this Lease from any liability under this Lease, including, without limitation, in connection with the Subject Space; provided, andhowever, if Tenant provides to Landlord reasonably satisfactory evidence that the Transferee satisfies the Release Criteria (as defined in Section 14.8), then Landlord shall release Tenant from any liability first arising under this Lease after the effective date of the Transfer. In no event of a Transfer of Tenant’s entire shall any Transferee assign, sublease or otherwise encumber its interest in this LeaseLease or further sublet any portion of the Subject Space, or otherwise suffer or permit any portion of the liability Subject Space to be used or occupied by others, except in accordance with this Section 14. Landlord or its authorized representatives shall have the right at all reasonable times during normal business hours, but not more than once for each Transfer, to audit the books, records and papers of Tenant relating to any Transfer. Landlord agrees to and shall keep and maintain the books, records, and papers of Tenant strictly confidential and shall not disclose such Transferee shall be joint and severalconfidential information to any person or entity other than Landlord's financial or legal consultants or Landlord's mortgagee. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency. Notwithstanding anything to the contrary contained in this Article 14, Landlord, at its option in its sole and absolute discretion, may require, as a condition to the validity of any Transfer, that both Tenant and such Transferee enter into a separate written agreement directly with Landlord if understated by more than five percent (a “Transfer Agreement”5%), which Transfer Agreement, among other things, Tenant shall create privity pay Landlord's reasonable costs of contract between Landlord and such Transferee with respect to the provisions of this Article 14, and shall contain such terms and provisions as Landlord may reasonably require, including, without limitation, the following: (a) such Transferee’s agreement to be bound by all the obligations of Tenant under this Lease (including, but not limited to, Tenant’s obligation to pay Rent); (b) such Transferee’s acknowledgment of, and agreement that such Transfer shall be subordinate and subject to, Landlord’s rights under Section 19.3 of this Lease; and (c) Tenant’s and such Transferee’s recognition of and agreement to be bound by all the terms and provisions of this Article 14, including, but not limited to, any such terms and provisions which Landlord, at its option, requires to be expressly set forth in such Transfer Agreement. Upon the occurrence of any default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of Tenant, to pursue any or all of the remedies available to Tenant under such Transfer or at law or in equity (all of which remedies shall be distinct, separate and cumulative)audit.

Effect of Transfer. If Landlord consents to a Transfer, then (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified; , (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee; , (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form and content reasonably acceptable to Landlord, including, without limitation, at Landlord’s option, a “Transfer Agreement,” as that term is defined in this Section 14.5, below; (iv) Tenant shall furnish upon Landlord’s 's request a complete statement, certified by an independent certified public accountant, or Tenant’s 's chief financial officer, or another officer of Tenant who has knowledge of real estate accounting and financial reporting practices setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, together with reasonable backup information and documentation; and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s 's consent, shall relieve Tenant or any guarantor of the Lease from any liability 26 under this Lease. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, including, without limitation, in connection with the Subject Space, and, in the event of a Transfer of Tenant’s entire interest in this Lease, the liability records and papers of Tenant relating to any Transfer, and such Transferee shall be joint and severalhave the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency. Notwithstanding anything to the contrary contained in this Article 14, deficiency and Landlord, at its option in its sole and absolute discretion, may require, as a condition to the validity 's costs of any Transfer, that both Tenant and such Transferee enter into a separate written agreement directly with Landlord (a “Transfer Agreement”), which Transfer Agreement, among other things, shall create privity of contract between Landlord and such Transferee with respect to the provisions of this Article 14audit, and shall contain such terms and provisions as Landlord may reasonably require, including, without limitation, the following: if understated by more than ten percent (a) such Transferee’s agreement to be bound by all the obligations of Tenant under this Lease (including, but not limited to, Tenant’s obligation to pay Rent10%); (b) such Transferee’s acknowledgment of, and agreement that such Transfer shall be subordinate and subject to, Landlord’s rights under Section 19.3 of this Lease; and (c) Tenant’s and such Transferee’s recognition of and agreement to be bound by all the terms and provisions of this Article 14, including, but not limited to, any such terms and provisions which Landlord, at its option, requires to be expressly set forth in such Transfer Agreement. Upon the occurrence of any default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of right to cancel this Lease upon thirty (30) days' notice to Tenant, to pursue any or all of the remedies available to Tenant under such Transfer or at law or in equity (all of which remedies shall be distinct, separate and cumulative).

Effect of Transfer. If Landlord consents to a Transfer, then (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified; , (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee; , (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form and content reasonably acceptable to Landlord, including, without limitation, at Landlord’s option, a “Transfer Agreement,” as that term is defined in this Section 14.5, below; (iv) Tenant shall furnish upon Landlord’s Xxxxxxxx's request a complete statement, certified by an independent certified public accountant, Tenant’s or Xxxxxx's chief financial officer, or another officer of Tenant who has knowledge of real estate accounting and financial reporting practices setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, together with reasonable backup information and documentation; and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s 's consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, including, without limitation, in connection with the Subject Space, and, in the event of a Transfer of Tenant’s entire interest in this Lease, the liability records and papers of Tenant relating to any Transfer, and such Transferee shall be joint and severalhave the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency. Notwithstanding anything to the contrary contained in this Article 14, deficiency and Landlord, at its option in its sole and absolute discretion, may require, as a condition to the validity 's costs of any Transfer, that both Tenant and such Transferee enter into a separate written agreement directly with Landlord (a “Transfer Agreement”), which Transfer Agreement, among other things, shall create privity of contract between Landlord and such Transferee with respect to the provisions of this Article 14audit, and shall contain such terms and provisions as Landlord may reasonably require, including, without limitation, the following: if understated by more than ten percent (a) such Transferee’s agreement to be bound by all the obligations of Tenant under this Lease (including, but not limited to, Tenant’s obligation to pay Rent10%); (b) such Transferee’s acknowledgment of, and agreement that such Transfer shall be subordinate and subject to, Landlord’s rights under Section 19.3 of this Lease; and (c) Tenant’s and such Transferee’s recognition of and agreement to be bound by all the terms and provisions of this Article 14, including, but not limited to, any such terms and provisions which Landlord, at its option, requires to be expressly set forth in such Transfer Agreement. Upon the occurrence of any default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of right to cancel this Lease upon thirty (30) days' notice to Tenant, to pursue any or all of the remedies available to Tenant under such Transfer or at law or in equity (all of which remedies shall be distinct, separate and cumulative).

Effect of Transfer. If Landlord consents to a Transfer, then (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified; , (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee; , (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form and content reasonably acceptable to Landlord, including, without limitation, at Landlord’s option, a “Transfer Agreement,” as that term is defined in this Section 14.5, below; (iv) Tenant shall furnish upon Landlord’s request a complete statement, certified by an independent certified public accountant, or Tenant’s chief financial officer, or another officer of Tenant who has knowledge of real estate accounting and financial reporting practices setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, together with reasonable backup information and documentation; and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease, including, without limitation, in connection with the Subject Space. In no event shall any Transferee assign, and, in the event of a Transfer of Tenant’s entire sublease or otherwise encumber its interest in this LeaseLease or further sublet any portion of the Subject Space, or otherwise suffer or permit any portion of the liability Subject Space to be used or occupied by others, except in accordance with this Section 14. Landlord or its authorized representatives shall have the right at all reasonable times during normal business hours, but not more than once for each Transfer, to audit the books, records and papers of Tenant relating to any Transfer. Xxxxxxxx agrees to and shall keep and maintain the books, records, and papers of Tenant strictly confidential and shall not disclose such Transferee shall be joint and severalconfidential information to any person or entity other than Landlord’s financial or legal consultants or Landlord’s mortgagee. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency. Notwithstanding anything to the contrary contained in this Article 14, Landlord, at its option in its sole and absolute discretion, may require, as a condition to the validity of any Transfer, that both Tenant and such Transferee enter into a separate written agreement directly with Landlord if understated by more than five percent (a “Transfer Agreement”5%), which Transfer Agreement, among other things, Tenant shall create privity of contract between Landlord and such Transferee with respect to the provisions of this Article 14, and shall contain such terms and provisions as Landlord may reasonably require, including, without limitation, the following: (a) such Transferee’s agreement to be bound by all the obligations of Tenant under this Lease (including, but not limited to, Tenant’s obligation to pay Rent); (b) such Transferee’s acknowledgment of, and agreement that such Transfer shall be subordinate and subject to, Landlord’s rights under Section 19.3 reasonable costs of this Lease; and (c) Tenant’s and such Transferee’s recognition of and agreement to be bound by all the terms and provisions of this Article 14, including, but not limited to, any such terms and provisions which Landlord, at its option, requires to be expressly set forth in such Transfer Agreement. Upon the occurrence of any default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of Tenant, to pursue any or all of the remedies available to Tenant under such Transfer or at law or in equity (all of which remedies shall be distinct, separate and cumulative)audit.

Effect of Transfer. If Landlord consents to a Transfer, then (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified; , (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee; , (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form and content reasonably acceptable to Landlord, including, without limitation, at Landlord’s option, a “Transfer Agreement,” as that term is defined in this Section 14.5, below; (iv) Tenant shall furnish upon Landlord’s request a complete statement, certified by an independent certified public accountant, or Tenant’s chief financial officer, or another officer of Tenant who has knowledge of real estate accounting and financial reporting practices setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, together with reasonable backup information and documentation; and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease, including, without limitation, in connection with the Subject Space, and, in . Notwithstanding anything to the event of a Transfer of Tenant’s entire interest contrary set forth in this Lease, the liability original Tenant named in this Lease shall not be bound by any amendment or agreement which is not expressly executed and delivered by the original Tenant named in this Lease, and Landlord is not authorized or entitled to rely upon any assignee or subtenant to the contrary, whether or not the same is a Permitted Transferee. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and such Transferee shall be joint and severalhave the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency. Notwithstanding anything to the contrary contained in this Article 14, Landlord, at its option in its sole and absolute discretion, may require, as a condition to the validity of any Transfer, that both Tenant and such Transferee enter into a separate written agreement directly with Landlord if understated by more than two percent (a “Transfer Agreement”2%), which Transfer AgreementTenant shall pay Landlord’s costs of such audit. In connection with such audit, among other things, shall create privity of contract between Landlord and such Transferee with respect Landlord’s agents must agree in advance to the provisions follow Tenant’s reasonable rules and procedures regarding inspections of this Article 14Tenant’s records, and shall contain execute a commercially reasonable confidentiality agreement regarding such terms and provisions as Landlord may reasonably require, including, without limitation, the following: (a) such Transferee’s agreement to be bound by all the obligations of Tenant under this Lease (including, but not limited to, Tenant’s obligation to pay Rent); (b) such Transferee’s acknowledgment of, and agreement that such Transfer shall be subordinate and subject to, Landlord’s rights under Section 19.3 of this Lease; and (c) Tenant’s and such Transferee’s recognition of and agreement to be bound by all the terms and provisions of this Article 14, including, but not limited to, any such terms and provisions which Landlord, at its option, requires to be expressly set forth in such Transfer Agreement. Upon the occurrence of any default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of Tenant, to pursue any or all of the remedies available to Tenant under such Transfer or at law or in equity (all of which remedies shall be distinct, separate and cumulative)inspection.

Effect of Transfer. If Landlord consents to a Transfer, then (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified; , (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee; , (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form and content reasonably acceptable to Landlord, including, without limitation, at Landlord’s option, a “Transfer Agreement,” as that term is defined in this Section 14.5, below; (iv) Tenant shall furnish upon Landlord’s request a statement, certified by an independent certified public accountant, Tenant’s chief financial officer, or another officer of Tenant who has knowledge of real estate accounting and financial reporting practices complete statement setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, together with reasonable backup information and documentation; and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease, includingand (vi) such Transfer shall at all times be subject and subordinate to the terms of this Lease. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, without limitationrecords and papers of Tenant relating to any Transfer, in connection and shall have the right to make copies thereof Landlord agrees, if set forth in, and required by, a written document between Tenant and a Transferee (the “Assignment Document”), (i) to amend the notice blocks set forth on the first page of the Lease to add one (1) additional party and (ii) to deliver to the Tenant or its successor concurrently with the Subject Spacedelivery thereof to such Transferee, andcopies of any notices of default delivered pursuant to the terms of this Lease. Additionally, in if requested of Landlord pursuant to the event of a Transfer of Tenant’s entire interest Assignment Document, the Transferee shall have the right to cure any default under this Lease within the applicable cure period provided for the Tenant in this Lease, the liability of Tenant and such Transferee shall be joint and several. If the Transfer Premium respecting any Transfer shall be found understatedAssignment Document permits the Tenant to recover possession of the Premises and again become the “Tenant” under this Lease, Landlord agrees to accept Tenant shall, within thirty (30) days after demand, pay as the deficiency. Notwithstanding anything to the contrary contained in this Article 14, Landlord, at its option in its sole and absolute discretion, may require, as a condition to the validity of any Transfer, that both Tenant and such Transferee enter into a separate written agreement directly with Landlord (a “Transfer Agreement”), which Transfer Agreement, among other things, shall create privity of contract between Landlord and such Transferee with respect to the provisions of this Article 14, and shall contain such terms and provisions as Landlord may reasonably require, including, without limitation, the following: (a) such Transferee’s agreement to be bound by all the obligations of Tenant Tenant” under this Lease (including, but not limited to, Tenant’s obligation to pay Rent); (b) such Transferee’s acknowledgment of, and agreement that such Transfer shall be subordinate and subject to, Landlord’s rights under Section 19.3 of this Lease; and (c) Tenant’s and such Transferee’s recognition of and agreement to be bound by all the terms and provisions of this Article 14, including, but not limited to, any such terms and provisions which Landlord, at its option, requires to be expressly set forth in such Transfer Agreement. Upon the occurrence of any default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of Tenant, to pursue any or all of the remedies available to Tenant under such Transfer or at law or in equity (all of which remedies shall be distinct, separate and cumulative)pursuant thereto.

Effect of Transfer. If Landlord consents to a Transfer, then (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified; , (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee; , (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form and content reasonably acceptable to Landlord, includingwhich shall include a written assumption by the assignee of a Transfer of all obligations and covenants of Tenant thereafter to be performed or observed under this Lease, without limitation, at Landlord’s option, a “Transfer Agreement,” as that term is defined in this Section 14.5, below; (iv) Tenant shall furnish upon Landlord’s request a complete statement, certified by an independent certified public accountant, or Tenant’s chief financial officer, or another officer of Tenant who has knowledge of real estate accounting and financial reporting practices setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, together with reasonable backup information and documentation; and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease, including, without limitation, in connection with the Subject Space, and, in the event Tenant and an assignee of a Transfer being jointly and severally liable therefor. In the event that Tenant subleases all or any portion of the Premises in accordance with the terms of this Article 14, Tenant shall cause such subtenant to carry and maintain the same insurance coverage terms and limits as are required of Tenant’s entire interest , in accordance with the terms of Article 10 of this Lease. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, the liability records and papers of Tenant relating to the calculation of any Transfer Premium, and such Transferee shall be joint and severalhave the right to make copies of any documentation relating thereto. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency. Notwithstanding anything to the contrary contained in this Article 14, Landlord, at its option in its sole and absolute discretion, may require, as a condition to the validity of any Transfer, that both Tenant and such Transferee enter into a separate written agreement directly with Landlord if understated by more than three percent (a “Transfer Agreement”3%), which Transfer Agreement, among other things, Tenant shall create privity of contract between Landlord and such Transferee with respect to the provisions of this Article 14, and shall contain such terms and provisions as Landlord may reasonably require, including, without limitation, the following: (a) such Transferee’s agreement to be bound by all the obligations of Tenant under this Lease (including, but not limited to, Tenant’s obligation to pay Rent); (b) such Transferee’s acknowledgment of, and agreement that such Transfer shall be subordinate and subject to, Landlord’s rights under Section 19.3 costs of this Lease; and (c) Tenant’s and such Transferee’s recognition of and agreement to be bound by all the terms and provisions of this Article 14, including, but not limited to, any such terms and provisions which Landlord, at its option, requires to be expressly set forth in such Transfer Agreement. Upon the occurrence of any default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of Tenant, to pursue any or all of the remedies available to Tenant under such Transfer or at law or in equity (all of which remedies shall be distinct, separate and cumulative)audit.

Effect of Transfer. If Landlord consents to a Transfer, then (i) the terms and conditions TCCs of this Lease shall in no way be deemed to have been waived or modified; , (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee; , (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form and content reasonably acceptable to Landlord, including, without limitation, at Landlord’s option, a “Transfer Agreement,” as that term is defined in this Section 14.5, below; (iv) Tenant shall furnish upon Landlord’s 's request a complete statement, certified by an independent certified public accountant, or Tenant’s 's chief financial officer, or another officer of Tenant who has knowledge of real estate accounting and financial reporting practices setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, together with reasonable backup information and documentation; and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s 's consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease, including, without limitation, in connection with the Subject Space, and, in . Notwithstanding anything to the event of a Transfer of Tenant’s entire interest contrary set forth in this Lease, the liability Original Tenant shall not be bound by any amendment or agreement which is not expressly executed and delivered by the Original Tenant, and Landlord is not authorized or entitled to rely upon any assignee or subtenant to the contrary, whether or not the same is a Permitted Transferee. Tenant shall provide Landlord with a detailed statement setting forth the calculation of any Transfer Premium Tenant and either has or will derive from such Transferee Transfer (which statement shall be joint and severalinclude reasonable documentation evidencing such calculation of Transfer Premium, if any). If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency. Notwithstanding anything to the contrary contained in this Article 14, Landlord, at its option in its sole and absolute discretion, may require, as a condition to the validity of any Transfer, that both Tenant and such Transferee enter into a separate written agreement directly with Landlord if understated by more than three percent (a “Transfer Agreement”3%), which Transfer Agreement, among other things, Tenant shall create privity pay Landlord's reasonable costs of contract between Landlord and such Transferee with respect audit up to the provisions a maximum of this Article 14, and shall contain such terms and provisions as Landlord may reasonably require, including, without limitation, the following: Five Thousand Dollars (a) such Transferee’s agreement to be bound by all the obligations of Tenant under this Lease (including, but not limited to, Tenant’s obligation to pay Rent); (b) such Transferee’s acknowledgment of, and agreement that such Transfer shall be subordinate and subject to, Landlord’s rights under Section 19.3 of this Lease; and (c) Tenant’s and such Transferee’s recognition of and agreement to be bound by all the terms and provisions of this Article 14, including, but not limited to, any such terms and provisions which Landlord, at its option, requires to be expressly set forth in such Transfer Agreement. Upon the occurrence of any default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of Tenant, to pursue any or all of the remedies available to Tenant under such Transfer or at law or in equity (all of which remedies shall be distinct, separate and cumulative$5,000.00).

Effect of Transfer. If Landlord consents to a Transfer, then (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified; , (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee; , (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form and content reasonably acceptable to Landlord, including, without limitation, at Landlord’s option, a “Transfer Agreement,” as that term is defined in this Section 14.5, below; (iv) Tenant shall furnish upon Landlord’s Xxxxxxxx's request a complete statement, certified by an independent certified public accountant, or Tenant’s 's chief financial officer, or another officer of Tenant who has knowledge of real estate accounting and financial reporting practices setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, together with reasonable backup information and documentation; and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s 's consent, shall relieve Tenant or any guarantor of the this Lease from any liability under this Lease, including, without limitation, in connection with the Subject Space; provided, andhowever, if Tenant provides to Landlord reasonably satisfactory evidence that the Transferee satisfies the Release Criteria (as defined in Section 14.8), then Landlord shall release Tenant from any liability first arising under this Lease after the effective date of the Transfer. In no event of a Transfer of Tenant’s entire shall any Transferee assign, sublease or otherwise encumber its interest in this LeaseLease or further sublet any portion of the Subject Space, or otherwise suffer or permit any portion of the liability Subject Space to be used or occupied by others, except in accordance with this Section 14. Landlord or its authorized representatives shall have the right at all reasonable times during normal business hours, but not more than once for each Transfer, to audit the books, records and papers of Tenant relating to any Transfer. Xxxxxxxx agrees to and shall keep and maintain the books, records, and papers of Tenant strictly confidential and shall not disclose such Transferee shall be joint and severalconfidential information to any person or entity other than Landlord's financial or legal consultants or Landlord's mortgagee. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency. Notwithstanding anything to the contrary contained in this Article 14, Landlord, at its option in its sole and absolute discretion, may require, as a condition to the validity of any Transfer, that both Tenant and such Transferee enter into a separate written agreement directly with Landlord if understated by more than five percent (a “Transfer Agreement”5%), which Transfer Agreement, among other things, Tenant shall create privity pay Landlord's reasonable costs of contract between Landlord and such Transferee with respect to the provisions of this Article 14, and shall contain such terms and provisions as Landlord may reasonably require, including, without limitation, the following: (a) such Transferee’s agreement to be bound by all the obligations of Tenant under this Lease (including, but not limited to, Tenant’s obligation to pay Rent); (b) such Transferee’s acknowledgment of, and agreement that such Transfer shall be subordinate and subject to, Landlord’s rights under Section 19.3 of this Lease; and (c) Tenant’s and such Transferee’s recognition of and agreement to be bound by all the terms and provisions of this Article 14, including, but not limited to, any such terms and provisions which Landlord, at its option, requires to be expressly set forth in such Transfer Agreement. Upon the occurrence of any default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of Tenant, to pursue any or all of the remedies available to Tenant under such Transfer or at law or in equity (all of which remedies shall be distinct, separate and cumulative)audit.

Effect of Transfer. If Landlord consents to a Transfer, then (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified; (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee; (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to evidencing the Transfer in form and content reasonably acceptable to Landlord, including, without limitation, at Landlord’s option, a “Transfer Agreement,” as that term is defined in this Section 14.5, below; (iv) Tenant shall furnish upon Landlord’s request a complete statement, certified by an independent certified public accountant, or Tenant’s chief financial officer, or another officer of Tenant who has knowledge of real estate accounting and financial reporting practices setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, together with reasonable backup information and documentation; and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease, including, without limitation, in connection with the Subject Space, and, in the event of a Transfer of Tenant’s entire interest in this Lease, the liability of Tenant and such Transferee shall be joint and several. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency, and if understated by more than five percent (5%), Tenant shall pay Landlord’s costs of such audit. Notwithstanding anything to the contrary contained in this Article 14, . Landlord, at its option in its sole and absolute discretion, may require, as a condition to the validity of any Transfer, that both Tenant and such Transferee enter into a separate written agreement directly with Landlord (a “Transfer Agreement”), which Transfer Agreement, among other things, shall create privity of contract between Landlord and such Transferee with respect to the provisions of this Article 14, and shall contain such terms and provisions as Landlord may reasonably require, including, without limitation, the following: (aA) such Transferee’s agreement that the Transfer shall be subject to be bound by all the obligations terms and provisions of Tenant under this Lease Lease, (including, but not limited to, Tenant’s obligation to pay Rent); (bB) such Transferee’s acknowledgment of, and agreement that such Transfer shall be subordinate and subject to, Landlord’s rights under Section 19.3 of this Lease; and (cC) Tenant’s and such Transferee’s recognition of and agreement to be bound by all the terms and provisions of this Article 14, including, but not limited to, any such terms and provisions which Landlord, at its option, requires to be expressly set forth in such Transfer Agreement. Upon the occurrence of any default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of Tenant, to pursue any or all of the remedies available to Tenant under such Transfer or at law or in equity (all of which remedies shall be distinct, separate and cumulative).

Effect of Transfer. If Landlord consents to a Transfer, then (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified; (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee; (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form and content reasonably acceptable to Landlord, including, without limitation, at Landlord’s option, a “Transfer Agreement,” as that term is defined in this Section 14.5, below; (iv) Tenant shall furnish upon Landlord’s request a statement, certified by an independent certified public accountant, Tenant’s chief financial officer, or another officer of Tenant who has knowledge of real estate accounting and financial reporting practices setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, together with reasonable backup information and documentation; and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease, including, without limitation, in connection with the Subject Space, and, in In the event of a Transfer of Tenant’s entire interest in this Leaseparticipations, the liability of Tenant and such Transferee transferee shall be joint and several. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency. Notwithstanding anything to the contrary contained in this Article 14, Landlord, at its option in its sole and absolute discretion, may require, as a condition to the validity of any Transfer, that both Tenant and such Transferee enter into a separate written agreement directly with Landlord (a “Transfer Agreement”), which Transfer Agreement, among other things, shall create privity of contract between Landlord and such Transferee with respect to the provisions of this Article 14subject to, and shall contain such terms and provisions as Landlord may reasonably requirebound by, including, without limitation, the following: (a) such Transferee’s agreement to be bound by all the obligations of Tenant the Transferring Partner under this Lease (including, but not limited to, Tenant’s obligation to pay Rent); (b) such Transferee’s acknowledgment of, and agreement that such Transfer shall be subordinate and subject to, Landlord’s rights under Section 19.3 of this Lease; and (c) Tenant’s and such Transferee’s recognition of and agreement to be bound by all the terms and provisions of this Article 14Agreement, including, but not limited to, all of the restrictions on transferability of such participations, and upon the execution and delivery by such transferee of a written adhesion to this Agreement, such transferee shall have and assume all of the rights of the Transferring Partner relating to the participations so transferred. Should a Transfer take place without the transferee having executed a written adhesion to this Agreement, the Transferring Partner shall remain liable for any such breach by the transferee of the terms and provisions which Landlord, at its option, requires to be expressly conditions and obligations set forth in such Transfer Agreement. Upon this Agreement 10.4 INTRA-GROUP TRANSFER OF PARTICIPATIONS Subject to the occurrence commitment to permanency in the capital of FMCS set forth in Clause 10.1 (iii) above, any default by Transferee under such Transfer, Landlord Party shall have be entitled to propose to the right, at its option, but not rest of the obligation, on behalf Parties the transfer of Tenant, to pursue any or all of the remedies available participations held by it to Tenant under such Transfer any affiliate as described below (hereinafter an "AFFILIATE") provided that the following conditions are met: (i) the transferee must be an Affiliate that is wholly owned and controlled by the Transferring Partner or at law which wholly owns and controls the Transferring Partner; (ii) the transferee must be an Affiliate over which the Transferring Partner undertakes to retain full ownership and control for as long as this Agreement shall remain in force, or an Affiliate which undertakes to retain full ownership and control over the Transferring Partner for as long as this Agreement shall remain in equity force; -22- <PAGE> (all iii) the Transferring Partner assumes joint and several liability with the transferee vis-a-vis the rest of which remedies shall the Parties for the strict compliance by the said transferee of this Agreement; (iv) the proposed transfer is notified by the Transferring Partner in writing to the rest of the Parties prior to its execution and said transfer is approved by Parties in a Partners Meeting with the majorities set forth in Clause 4(vii) above; (v) the transferee signs an adhesion contract to this Agreement undertaking to be distinct, separate and cumulative)bound by it to the same extent as the Transferring Partner would have been bound had the transfer not been effected.

Effect of Transfer. If Landlord consents to a Transfer, then (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified; (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee; (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form and content reasonably acceptable to Landlord, including, without limitation, at Landlord’s option, a “Transfer Agreement,” in substantially the form attached hereto as Exhibit J, provided that Landlord shall have the right to make reasonable changes to such form or add reasonable provisions as may be necessary to address circumstances or issues currently not contemplated by the parties) as that term is defined in this Section 14.5, below; (iv) Tenant shall furnish upon Landlord’s request a complete statement, certified by an independent certified public accountant, or Tenant’s chief financial officer, or another officer of Tenant who has knowledge of real estate accounting and financial reporting practices setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, together with reasonable backup information and documentation; and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease, including, without limitation, in connection with the Subject Space, and, in the event of a Transfer of Tenant’s entire interest in this Lease, the liability of Tenant and such Transferee shall be joint and several. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency, and if understated by more than five percent (5%), Tenant shall pay Landlord’s costs of such audit. Notwithstanding anything to the contrary contained in this Article 14, Landlord, at its option in its sole and absolute discretion, may require, as a condition to the validity of any Transfer, that both Tenant and such Transferee enter into a separate written agreement directly with Landlord (a “Transfer Agreement”), which Transfer Agreement, among other things, shall create privity of contract between Landlord and such Transferee with respect to the provisions of this Article 14, and shall contain such terms and provisions as Landlord may reasonably require, including, without limitation, the following: (aA) such Transferee’s agreement to be bound by all the obligations of Tenant under this Lease (including, but not limited to, Tenant’s obligation to pay Rent), provided that, in the event of a Transfer of less than the entire Premises, the obligations to which such Transferee shall agree to be so bound shall be prorated on a basis of the number of rentable square feet of the Subject Space in proportion to the number of square feet in the Premises; (bB) such Transferee’s acknowledgment of, and agreement that such Transfer shall be subordinate and subject to, Landlord’s rights under Section 19.3 of this Lease; and (cC) Tenant’s and such Transferee’s recognition of and agreement to be bound by all the terms and provisions of this Article 14, including, but not limited to, any such terms and provisions which Landlord, at its option, requires to be expressly set forth in such Transfer Agreement. Upon the occurrence of any default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of Tenant, to pursue any or all of the remedies available to Tenant under such Transfer or at law or in equity (all of which remedies shall be distinct, separate and cumulative).

Effect of Transfer. If Landlord Lessor consents to a Transfer, then (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified; , (ii) such consent shall not be deemed consent to any further Transfer by either Tenant Lessee or a Transferee; , (iii) Tenant Lessee shall deliver to LandlordLessor, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form and content reasonably acceptable to LandlordLessor, including, without limitation, at Landlord’s option, a “Transfer Agreement,” as that term is defined in this Section 14.5, below; (iv) Tenant for a Transfer to an entity other than a department or agency of the County of Marin, Lessee shall furnish upon LandlordLessor’s request a complete statement, certified by an independent certified public accountant, Tenantor Lessee’s chief financial officer, or another officer of Tenant who has knowledge of real estate accounting and financial reporting practices setting forth in detail the computation of any Transfer Premium Tenant premium Lessee has derived and shall derive from such Transfer, together with reasonable backup information (v) any Transferee shall assume in writing all obligations and documentation; covenants of Lessee to be performed or observed under this Lease (and, if the Transfer is a sublease, such assumption shall be limited to such obligations and covenants applicable to the use and occupancy of the Subject Space, excluding the obligation to pay Base Rent and Expense Rent), and (vvi) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without LandlordLessor’s consent, shall relieve Tenant Lessee or any guarantor of the this Lease from any liability under this Lease. Lessor or its authorized representatives shall have the right, includingonce per calendar year, without limitationto audit the books, in connection with records and papers of Lessee relating to any Transfer, and shall have the Subject Space, and, in the event of a Transfer of Tenant’s entire interest in this Lease, the liability of Tenant and such Transferee shall be joint and severalright to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant Lessee shall, within thirty (30) days after demand, pay the deficiency. Notwithstanding anything to the contrary contained in this Article 14, Landlord, at its option in its sole deficiency and absolute discretion, may require, as a condition to the validity Lessor’s costs of any Transfer, that both Tenant and such Transferee enter into a separate written agreement directly with Landlord (a “Transfer Agreement”), which Transfer Agreement, among other things, shall create privity of contract between Landlord and such Transferee with respect to the provisions of this Article 14, and shall contain such terms and provisions as Landlord may reasonably require, including, without limitation, the following: (a) such Transferee’s agreement to be bound by all the obligations of Tenant under this Lease (including, but not limited to, Tenant’s obligation to pay Rent); (b) such Transferee’s acknowledgment of, and agreement that such Transfer shall be subordinate and subject to, Landlord’s rights under Section 19.3 of this Lease; and (c) Tenant’s and such Transferee’s recognition of and agreement to be bound by all the terms and provisions of this Article 14, including, but not limited to, any such terms and provisions which Landlord, at its option, requires to be expressly set forth in such Transfer Agreement. Upon the occurrence of any default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of Tenant, to pursue any or all of the remedies available to Tenant under such Transfer or at law or in equity (all of which remedies shall be distinct, separate and cumulative)audit.

Effect of Transfer. If Landlord consents to a Transfer, then (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified; , (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee; , (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form and content reasonably acceptable to Landlord, including, without limitation, at Landlord’s option, a “Transfer Agreement,” as that term is defined in this Section 14.5, below; (iv) Tenant shall furnish upon Landlord’s request a complete statement, certified by an independent certified public accountant, or Tenant’s chief financial officer, or another officer of Tenant who has knowledge of real estate accounting and financial reporting practices setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, together with reasonable backup information and documentation; and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease. Landlord or its authorized representatives shall have the right at all reasonable times (but no more than one (1) time per calendar year) to audit the books, including, without limitation, in connection with the Subject Space, and, in the event of a Transfer of Tenant’s entire interest in this Lease, the liability records and papers of Tenant relating to any Transfer, and such Transferee shall be joint and severalhave the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency. Notwithstanding anything to the contrary contained deficiency and, in this Article 14addition, Landlord, at its option in its sole and absolute discretion, may require, as a condition to the validity of any Transfer, that both Tenant and such Transferee enter into a separate written agreement directly with Landlord (a “Transfer Agreement”), which Transfer Agreement, among other things, shall create privity of contract between Landlord and such Transferee with respect to the provisions of this Article 14, and shall contain such terms and provisions as Landlord may reasonably require, including, without limitation, the following: if understated by more than (a) two percent (2%), Tenant shall pay Landlord’s cost of such Transferee’s agreement to be bound by all the obligations of Tenant under this Lease audit within thirty (including30) days after demand, but not limited to, Tenant’s obligation to pay Rent); and (b) such Transferee’s acknowledgment often percent (10%), and agreement that such Transfer Landlord shall be subordinate and subject to, entitled to interest on the understated amount at the rate of ten percent (10%) per annum from the date upon which the understated amount would have been paid if the Transfer Premium had been accurately determined in the first place to the date Tenant pays to Landlord in full such understated amounts; Landlord’s rights under Section 19.3 of this Lease; and (c) Tenantpursuant to the immediately preceding sentence shall constitute Landlord’s and such Transferee’s recognition of and agreement to be bound by all the terms and provisions of this Article 14, including, but not limited to, sole remedy for any such terms and provisions which Landlord, at its option, requires to be expressly set forth in such Transfer Agreement. Upon the occurrence of any default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of Tenant, to pursue any or all understatement of the remedies available to Tenant under such Transfer or at law or Premium (in equity (all the absence of which remedies shall be distinct, separate and cumulativefraud by Tenant).

Effect of Transfer. If Landlord consents to a Transfer, then (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified; (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee; (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form and content reasonably acceptable to Landlordcommercially reasonable form, including, without limitation, at Landlord’s option, a “Transfer Agreement,” as that term is defined in this Section 14.5, below; (iv) Tenant shall furnish upon Landlord’s request a complete statement, certified by an independent certified public accountant, or Tenant’s chief financial officer, or another officer of Tenant who has knowledge of real estate accounting and financial reporting practices setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, together with reasonable backup information and documentation; and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease, including, without limitation, in connection with the Subject Space, and, in the event of a Transfer of Tenant’s entire interest in this Lease, the liability of Tenant and such Transferee shall be joint and several. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency, and if understated by more than two percent (2%), Tenant shall pay Landlord’s costs of such audit. Notwithstanding anything to the contrary contained in this Article 14, Landlord, at its option in its sole and absolute discretion, may require, as a condition to the validity of any Transfer, that both Tenant and such Transferee enter into a separate written agreement directly with Landlord (a “Transfer Agreement”), which Transfer Agreement, among other things, shall create privity of contract between Landlord and such Transferee with respect to the provisions of this Article 14, and shall contain such terms and provisions as Landlord may reasonably require, including, without limitation, the following: (aA) such Transferee’s agreement to be bound by all the obligations of Tenant under this Lease (including, but not limited to, Tenant’s ’s, obligation to pay Rent), provided that, in the event of a Transfer of less than the entire Premises, the obligations to which such Transferee shall agree to be so bound shall be prorated on a basis of the number of rentable square feet of the Subject Space in proportion to the number of square feet in the Premises; (bB) such Transferee’s acknowledgment of, and agreement that such Transfer shall be subordinate and subject to, Landlord’s rights under Section 19.3 of this Lease; and (cC) Tenant’s and such Transferee’s recognition of and agreement to be bound by all the terms and provisions of this Article 14, including, but not limited to, any such terms and provisions which Landlord, at its option, reasonably requires to be expressly set forth in such Transfer Agreement. Upon the occurrence of any default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of Tenant, to pursue any or all of the remedies available to Tenant under such Transfer or at law or in equity (all of which remedies shall be distinct, separate and cumulative).

Effect of Transfer. If Landlord consents to a Transfer, then (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified; (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee; (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form and content reasonably acceptable to Landlord, including, without limitation, at Landlord’s option, a “Transfer Agreement,” as that term is defined in this Section 14.5, below; (iv) Tenant shall furnish upon Landlord’s request a complete statement, certified by an independent certified public accountant, or Tenant’s chief financial officer, or another officer of Tenant who has knowledge of real estate accounting and financial reporting practices setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, together with reasonable backup information and documentation; and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease, including, without limitation, in connection with the Subject Space, and, in the event of a Transfer of Tenant’s entire interest in this Lease, the liability of Tenant and such Transferee shall be joint and several. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency, and if understated by more than five percent (5%), Tenant shall pay Landlord’s costs of such audit. Notwithstanding anything to the contrary contained in this Article 14, Landlord, at its option in its sole and absolute discretion, may require, as a condition to the validity of any Transfer, that both Tenant and such Transferee enter into a separate written agreement directly with Landlord (a “Transfer Agreement”), which Transfer Agreement, among other things, shall create privity of contract between Landlord and such Transferee with respect to the provisions of this Article 14, and shall contain such terms and provisions as Landlord may reasonably require, including, without limitation, the following: (aA) such Transferee’s agreement to be subject to and bound by all the obligations of Tenant under this Lease (including, but not limited to, Tenant’s obligation to pay Rent), provided that, in the event of a Transfer of less than the entire Premises, the obligations to which such Transferee shall agree to be so bound shall not include obligations that Tenant has retained pursuant to the terms of the sublease agreement; (bB) such Transferee’s acknowledgment of, and agreement that such Transfer shall be subordinate and subject to, Landlord’s rights under Section 19.3 of this Lease; and (cC) Tenant’s and such Transferee’s recognition of and agreement to be bound by all the terms and provisions of this Article 14, including, but not limited to, any such terms and provisions which Landlord, at its option, requires to be expressly set forth in such Transfer Agreement. Upon the occurrence of any default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of Tenant, to pursue any or all of the remedies available to Tenant under such Transfer or at law or in equity (all of which remedies shall be distinct, separate and cumulative).

Effect of Transfer. If Landlord consents to a Transfer, then (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified; (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee; (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form and content reasonably acceptable to Landlord, including, without limitation, at Landlord’s 's option, a “"Transfer Agreement,” " as that term is defined in this Section 14.5, below; (iv) Tenant shall furnish upon Landlord’s 's request a complete statement, certified by an independent certified public accountant, or Tenant’s 's chief financial officer, or another officer of Tenant who has knowledge of real estate accounting and financial reporting practices setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, together with reasonable backup information and documentation; and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s 's consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease, including, without limitation, in connection with the Subject Space, and, in the event of a Transfer of Tenant’s 's entire interest in this Lease, the liability of Tenant and such Transferee shall be joint and several. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiencydeficiency and if understated by more than two percent (2%), Tenant shall pay Landlord's costs of such audit. Notwithstanding anything to the contrary contained in this Article 14, Landlord, at its option opinion in its sole and absolute discretion, may require, as a condition to the validity of any Transfer, Transfer that both Tenant and such Transferee enter into a separate written agreement directly with Landlord (a “"Transfer Agreement”"), which Transfer Agreement, among other things, shall create privity of contract between Landlord and such Transferee with respect to the provisions of this Article 14, and shall contain such terms and provisions as Landlord may reasonably require, including, without limitation, the following: (aA) such Transferee’s 's agreement to be bound by all the obligations of Tenant under this Lease (including, but not limited to, Tenant’s 's obligation to pay Rent), provided that, in the event of a Transfer of less than the entire Premises, the obligations to which such Transferee shall agree to be so bound shall be prorated on a basis of the number of rentable square feet of the Subject Space in proportion to the number of square feet in the Premises; (bB) such Transferee’s 's acknowledgment of, and agreement that such Transfer shall be subordinate and subject to, Landlord’s 's rights under Section 19.3 of this Lease; and (cC) Tenant’s 's and such Transferee’s 's recognition of and agreement to be bound by all the terms and provisions of this Article 14, including, but not limited to, any such terms and provisions which Landlord, at its option, requires to be expressly set forth in such Transfer Agreement. Upon the occurrence of any default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of Tenant, to pursue any or all of the remedies available to Tenant under such Transfer or at law or in equity (all of which remedies shall be distinct, separate and cumulative).

Effect of Transfer. If Landlord consents to a Transfer, then (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified; , (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee; , (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form and content reasonably acceptable to Landlord, including, without limitation, at Landlord’s option, a “Transfer Agreement,” as that term is defined in this Section 14.5, below; (iv) Tenant shall furnish upon Landlord’s request a complete statement, certified by an independent certified public accountant, or Tenant’s chief financial officer, or another officer of Tenant who has knowledge of real estate accounting and financial reporting practices setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, together with reasonable backup information and documentation; and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease, including, without limitation, in connection with the Subject Space, Space and, in the event of a Transfer of Tenant’s entire interest in this Lease, the liability of Tenant and such Transferee shall be joint and several. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency, and if understated by more than five percent (5%), Tenant shall pay Landlord’s costs of such audit. Notwithstanding anything to the contrary contained in this Article 14, Landlord, at its option in its sole and absolute discretion, may require, as a condition to the validity of any Transfer, that both Tenant and such Transferee enter into a separate written agreement directly with Landlord (a “Transfer Agreement”), which Transfer Agreement, among other things, shall create privity of contract between Landlord and such Transferee with respect to the provisions of this Article 14, and shall contain such terms and provisions as Landlord may reasonably require, including, without limitation, the following: (aA) such Transferee’s agreement to be bound by all the obligations of Tenant under this Lease (including, but not limited to, Tenant’s obligation to pay Rent), provided that, in the event of a Transfer of less than the entire Premises, the obligations to which such Transferee shall agree to be so bound shall be prorated on a basis of the number of rentable square feet of the Subject Space in proportion to the number of square feet in the Premises; (bB) such Transferee’s acknowledgment of, and agreement that such Transfer shall be subordinate and subject to, Landlord’s rights under Section 19.3 19.2.4 of this Lease; and (cC) Tenant’s and such Transferee’s recognition of and agreement to be bound by all the terms and provisions of this Article 14, including, but not limited to, any such terms and provisions which Landlord, at its option, requires to be expressly set forth in such Transfer Agreement. Upon the occurrence of any default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of Tenant, to pursue any or all of the remedies available to Tenant under such Transfer or at law or in equity (all of which remedies shall be distinct, separate and cumulative).

Effect of Transfer. If Landlord consents to a Transfer, then (i) the terms and conditions TCCs of this Lease shall in no way be deemed to have been waived or modified; , (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee; , (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form and content reasonably acceptable to Landlord, including, without limitation, at Landlord’s option, a “Transfer Agreement,” as that term is defined in this Section 14.5, below; (iv) Tenant shall furnish upon Landlord’s 's request a complete statement, certified by an independent certified public accountant, or Tenant’s 's chief financial officer, or another officer of Tenant who has knowledge of real estate accounting and financial reporting practices setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, together with reasonable backup information and documentation; and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s 's consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease, including, without limitation, in connection with the Subject Space, and, in . Notwithstanding anything to the event of a Transfer of Tenant’s entire interest contrary set forth in this Lease, the liability Original Tenant shall not be bound by any amendment or agreement which is not expressly executed and delivered by the Original Tenant, and Landlord is not authorized or entitled to rely upon any assignee or subtenant to the contrary, whether or not the same is a Permitted Transferee. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and such Transferee shall be joint and severalhave the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency. Notwithstanding anything to the contrary contained in this Article 14, Landlord, at its option in its sole and absolute discretion, may require, as a condition to the validity of any Transfer, that both Tenant and such Transferee enter into a separate written agreement directly with Landlord if understated by more than two percent (a “Transfer Agreement”2%), which Transfer AgreementTenant shall pay Landlord's costs of such audit. In connection with such audit, among other things, shall create privity of contract between Landlord and such Transferee with respect Landlord's agents must agree in advance to the provisions follow Tenant's reasonable rules and procedures regarding inspections of this Article 14Tenant's records, and shall contain execute a commercially reasonable confidentiality agreement regarding such terms and provisions as Landlord may reasonably require, including, without limitation, the following: (a) such Transferee’s agreement to be bound by all the obligations of Tenant under this Lease (including, but not limited to, Tenant’s obligation to pay Rent); (b) such Transferee’s acknowledgment of, and agreement that such Transfer shall be subordinate and subject to, Landlord’s rights under Section 19.3 of this Lease; and (c) Tenant’s and such Transferee’s recognition of and agreement to be bound by all the terms and provisions of this Article 14, including, but not limited to, any such terms and provisions which Landlord, at its option, requires to be expressly set forth in such Transfer Agreement. Upon the occurrence of any default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of Tenant, to pursue any or all of the remedies available to Tenant under such Transfer or at law or in equity (all of which remedies shall be distinct, separate and cumulative)inspection.

Effect of Transfer. If Landlord Lessor consents to a Transfer, then the following conditions shall apply: (a) Each and every covenant, condition or obligation imposed upon Lessee by this Lease and each and every right, remedy or benefit afforded Lessor by this Lease shall not be impaired or diminished as a result of such Transfer. (b) on a monthly basis, any sums of money, or other economic consideration received by Lessee from the Transferee in such month (whether or not for a period longer than one month), including higher rent, bonuses, key money, or the like which exceed, in the aggregate, the total sums which Lessee pays Lessor under this Lease in such month, or the prorated portion thereof if the Leased Premises transferred is less than the entire Leased Premises, shall be payable fifty percent (50%) to Lessor and fifty percent (50%) to Lessee, and Lessor's share shall be paid with Lessee's payment of Minimum Monthly Rent, (c) No Transfer, whether or not consent of Lessor is required hereunder, shall relieve Lessee of its primary obligation to pay the rent and to perform all other obligations to be performed by Lessee hereunder. The acceptance of rent by Lessor from any person shall not be deemed to be a waiver by Lessor of any provision of this Lease or to be a consent to any Transfer of the Leased Promises. (d) If Lessor consents to a sublease, such sublease shall not extend beyond the expiration of the term of this Lease, (e) No Transfer shall be valid and no transferee shall take possession of the Leased Premises or any part thereof unless, within ten (10) business days after the execution of the documentary evidence thereof, Lessee shall deliver to Lessor a duly executed duplicate original of the Transfer instrument in form reasonably satisfactory to Lessor which provides that (i) the transferee assumes Lessee's obligations for the payment of rent and for the full and faithful observance and performance of the covenants, terms and conditions of this Lease shall in no way be deemed to have been waived or modified; contained herein, (ii) such consent shall not be deemed consent transferee will, at Lessor's election, attorn directly to Lessor in the event Lessee's Lease is terminated for any further Transfer by either Tenant or a Transferee; reason on the terms set forth in the instrument of transfer and (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy such instrument of all documentation pertaining to the Transfer in form and content transfer contains such other assurances as Lessor reasonably acceptable to Landlord, including, without limitation, at Landlord’s option, a “Transfer Agreement,” as that term is defined in this Section 14.5, below; (iv) Tenant shall furnish upon Landlord’s request a statement, certified by an independent certified public accountant, Tenant’s chief financial officer, or another officer of Tenant who has knowledge of real estate accounting and financial reporting practices setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, together with reasonable backup information and documentation; and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease, including, without limitation, in connection with the Subject Space, and, in the event of a Transfer of Tenant’s entire interest in this Lease, the liability of Tenant and such Transferee shall be joint and several. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency. Notwithstanding anything to the contrary contained in this Article 14, Landlord, at its option in its sole and absolute discretion, may require, as a condition to the validity of any Transfer, that both Tenant and such Transferee enter into a separate written agreement directly with Landlord (a “Transfer Agreement”), which Transfer Agreement, among other things, shall create privity of contract between Landlord and such Transferee with respect to the provisions of this Article 14, and shall contain such terms and provisions as Landlord may reasonably require, including, without limitation, the following: (a) such Transferee’s agreement to be bound by all the obligations of Tenant under this Lease (including, but not limited to, Tenant’s obligation to pay Rent); (b) such Transferee’s acknowledgment of, and agreement that such Transfer shall be subordinate and subject to, Landlord’s rights under Section 19.3 of this Lease; and (c) Tenant’s and such Transferee’s recognition of and agreement to be bound by all the terms and provisions of this Article 14, including, but not limited to, any such terms and provisions which Landlord, at its option, requires to be expressly set forth in such Transfer Agreement. Upon the occurrence of any default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of Tenant, to pursue any or all of the remedies available to Tenant under such Transfer or at law or in equity (all of which remedies shall be distinct, separate and cumulative)deems necessary.

Effect of Transfer. If Landlord consents to a Transfer, then (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified; (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee; (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form and content reasonably acceptable to Landlord, including, without limitation, at Landlord’s option, a “Transfer Agreement,” as that term is defined in this Section 14.5, below; (iv) Tenant shall furnish upon Landlord’s request a complete statement, certified by an independent certified public accountant, or Tenant’s chief financial officer, or another officer of Tenant who has knowledge of real estate accounting and financial reporting practices setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, together with reasonable backup information and documentation; and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease, including, without limitation, in connection with the Subject Space, and, in the event of a Transfer of Tenant’s entire interest in this Lease, the liability of Tenant and such Transferee shall be joint and several. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency, and if understated by more than three percent (3%), Tenant shall pay Landlord’s costs of such audit. Notwithstanding anything to the contrary contained in this Article 14, Landlord, at its option in its sole and absolute discretion, may require, as a condition to the validity of any Transfer, that both Tenant and such Transferee enter into a separate written agreement directly with Landlord (a “Transfer Agreement”), which Transfer Agreement, among other things, shall create privity of contract between Landlord and such Transferee with respect to the provisions of this Article 14, and shall contain such terms and provisions as Landlord may reasonably require, including, without limitation, the following: (aA) such Transferee’s agreement to be bound by all the obligations of Tenant under this Lease (including, but not limited to, Tenant’s obligation to pay Rent), provided that, in the event of a Transfer of less than the entire Premises, the obligations to which such Transferee shall agree to be so bound shall be prorated on a basis of the number of rentable square feet of the Subject Space in proportion to the number of square feet in the Premises; (bB) such Transferee’s acknowledgment of, and agreement that such Transfer shall be subordinate and subject to, Landlord’s rights under Section 19.3 of this Lease; and (cC) Tenant’s and such Transferee’s recognition of and agreement to be bound by all the terms and provisions of this Article 14, including, but not limited to, any such terms and provisions which Landlord, at its option, requires to be expressly set forth in such Transfer Agreement. Upon the occurrence of any default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of Tenant, to pursue any or all of the remedies available to Tenant under such Transfer or at law or in equity (all of which remedies shall be distinct, separate and cumulative).

Effect of Transfer. If Landlord consents to a Transfer, then (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified; , (ii) such consent shall not be deemed consent to any DOCPROPERTY "Document number" 4884-2045-4146. DOCPROPERTY "Document version" 4 DOCPROPERTY "Client" 186772. DOCPROPERTY "Matter" 00003/ SAVEDATE \@ M-d-yy 3-21-23/ DOCPROPERTY "User Init" mem/ DOCPROPERTY "Typist Init" ejs DOCPROPERTY "Footer Notes" HEALTHPEAK[Towers at Sierra Point][Tempest Therapeutics, Inc.] further Transfer by either Tenant or a Transferee; , (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form and content reasonably acceptable to Landlord, including, without limitation, at Landlord’s option, a “Transfer Agreement,” as that term is defined in this Section 14.5, below; (iv) Tenant shall furnish upon Landlord’s 's request a complete statement, certified by an independent certified public accountant, Tenant’s or Xxxxxx's chief financial officer, or another officer of Tenant who has knowledge of real estate accounting and financial reporting practices setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, together with reasonable backup information and documentation; and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s 's consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease, including, without limitation, in connection with the Subject Space. Landlord or its authorized representatives shall have the right at all reasonable times and upon reasonable written notice to Tenant to audit the books, and, in the event of a Transfer of Tenant’s entire interest in this Lease, the liability records and papers of Tenant relating to any Transfer, and such Transferee shall be joint and severalhave the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency. Notwithstanding anything to the contrary contained in this Article 14, Landlord, at its option in its sole and absolute discretion, may require, as a condition to the validity of any Transfer, that both Tenant and such Transferee enter into a separate written agreement directly with Landlord if understated by more than two percent (a “Transfer Agreement”2%), which Transfer Agreement, among other things, Tenant shall create privity pay Landlord's costs of contract between Landlord and such Transferee with respect to the provisions of this Article 14, and shall contain such terms and provisions as Landlord may reasonably require, including, without limitation, the following: (a) such Transferee’s agreement to be bound by all the obligations of Tenant under this Lease (including, but not limited to, Tenant’s obligation to pay Rent); (b) such Transferee’s acknowledgment of, and agreement that such Transfer shall be subordinate and subject to, Landlord’s rights under Section 19.3 of this Lease; and (c) Tenant’s and such Transferee’s recognition of and agreement to be bound by all the terms and provisions of this Article 14, including, but not limited to, any such terms and provisions which Landlord, at its option, requires to be expressly set forth in such Transfer Agreement. Upon the occurrence of any default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of Tenant, to pursue any or all of the remedies available to Tenant under such Transfer or at law or in equity (all of which remedies shall be distinct, separate and cumulative)audit.

Effect of Transfer. If Landlord consents to a Transfer, then (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified; , (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee; , (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form and content reasonably acceptable to Landlord, including, without limitation, at Landlord’s option, a “Transfer Agreement,” as that term is defined in this Section 14.5, below; (iv) Tenant shall furnish upon Landlord’s 's request a complete statement, certified by an independent certified public accountant, Tenant’s 's chief financial officer, or another officer of Tenant who has knowledge of real estate accounting and financial reporting practices setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, together with reasonable backup information and documentation; and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s 's consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease, including, without limitation, in connection with the Subject Space. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, and, in the event of a Transfer of Tenant’s entire interest in this Lease, the liability records and papers of Tenant relating to any Transfer, and such Transferee shall be joint and severalhave the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency. Notwithstanding anything to the contrary contained in this Article 14, Landlord, at its option in its sole and absolute discretion, may require, as a condition to the validity of any Transfer, that both Tenant and such Transferee enter into a separate written agreement directly with Landlord if understated by more than three percent (a “Transfer Agreement”3%), which Transfer Agreement, among other things, Tenant shall create privity pay Landlord's costs of contract between Landlord and such Transferee with respect to the provisions of this Article 14, and shall contain such terms and provisions as Landlord may reasonably require, including, without limitation, the following: (a) such Transferee’s agreement to be bound by all the obligations of Tenant under this Lease (including, but not limited to, Tenant’s obligation to pay Rent); (b) such Transferee’s acknowledgment of, and agreement that such Transfer shall be subordinate and subject to, Landlord’s rights under Section 19.3 of this Lease; and (c) Tenant’s and such Transferee’s recognition of and agreement to be bound by all the terms and provisions of this Article 14, including, but not limited to, any such terms and provisions which Landlord, at its option, requires to be expressly set forth in such Transfer Agreement. Upon the occurrence of any default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of Tenant, to pursue any or all of the remedies available to Tenant under such Transfer or at law or in equity (all of which remedies shall be distinct, separate and cumulative)audit.

Effect of Transfer. If Landlord consents to a Transfer, then (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified; , (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee; , (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form and content reasonably acceptable to Landlordcommercially reasonable form, including, without limitation, at Landlord’s option, a “Transfer Agreement,” as that term is defined in this Section 14.5, below; (iv) Tenant shall furnish upon Landlord’s 's request a complete statement, certified by an independent certified public accountant, or Tenant’s 's chief financial officer, or another officer of Tenant who has knowledge of real estate accounting and financial reporting practices setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, together with reasonable backup information and documentation; and (v) except as specifically set forth below, no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s 's consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease, including, without limitation, in connection with the Subject Space; provided, andhowever, Tenant shall be relieved and released from all liability under this Lease (A) as of the date of an assignment if the Transferee has a "Net Worth," as that term is set forth in Section 14.8 below, computed as of the date of such Transfer, in excess of $75,000,000, or (B) at any time after such assignment when Transferee satisfies the event "Minimum Financial Requirements" set forth in Article 21 of a Transfer of Tenant’s entire interest in this Lease. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, the liability records and papers of Tenant relating to any Transfer, and such Transferee shall be joint and severalhave the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency. Notwithstanding anything to the contrary contained in this Article 14, Landlord, at its option in its sole and absolute discretion, may require, as a condition to the validity of any Transfer, that both Tenant and such Transferee enter into a separate written agreement directly with Landlord if understated by more than three percent (a “Transfer Agreement”3%), which Transfer Agreement, among other things, Tenant shall create privity pay Landlord's costs of contract between Landlord and such Transferee with respect to the provisions of this Article 14, and shall contain such terms and provisions as Landlord may reasonably require, including, without limitation, the following: (a) such Transferee’s agreement to be bound by all the obligations of Tenant under this Lease (including, but not limited to, Tenant’s obligation to pay Rent); (b) such Transferee’s acknowledgment of, and agreement that such Transfer shall be subordinate and subject to, Landlord’s rights under Section 19.3 of this Lease; and (c) Tenant’s and such Transferee’s recognition of and agreement to be bound by all the terms and provisions of this Article 14, including, but not limited to, any such terms and provisions which Landlord, at its option, requires to be expressly set forth in such Transfer Agreement. Upon the occurrence of any default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of Tenant, to pursue any or all of the remedies available to Tenant under such Transfer or at law or in equity (all of which remedies shall be distinct, separate and cumulative)audit.

Effect of Transfer. 14.5.1 If Landlord consents to a Transfer, then (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified; , (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee; , (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form and content reasonably acceptable to Landlord, including, without limitation, at Landlord’s 's option, a “"Transfer Agreement,” " as that term is defined in this Section 14.5, below; (iv) Tenant shall furnish upon Landlord’s request a complete statement, certified by an independent certified public accountant, or Tenant’s chief financial officer, or another officer of Tenant who has knowledge of real estate accounting and financial reporting practices setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, together with reasonable backup information and documentation; and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease, including, without limitation, in connection with the Subject Space. At Landlord’s request, and, in Tenant shall provide documented evidence of the event calculation of a any Transfer of Tenant’s entire interest in this Lease, Premium and if Landlord disputes any such documented evidence provided by Tenant then Landlord shall have the liability of Tenant and such Transferee right to contest same at which time the dispute shall be joint and severalsubmitted to binding arbitration in accordance with the rules of the American Arbitration; provided, however, Tenant shall pay to Landlord the amount computed by Tenant as Landlord’s share of the Transfer Premium. If the Transfer Premium respecting any Transfer shall be found understatedunderstated as reasonably and mutually determined by Landlord and Tenant (or as a result of the findings of the arbitration), Tenant shall, within thirty (30) days after demand, pay the deficiency. Notwithstanding anything All costs and expenses incurred by a party as a result of any such arbitration shall be paid by the prevailing party (that being the party whose position is closest economically to the contrary contained amount determined to be the correct calculation of the Transfer Premium); provided, however, that if Tenant’s calculation of the Transfer Premium was understated by Tenant by more than five percent (5%), Tenant shall reimburse Landlord for the reasonable and actual out of pocket costs and expenses paid by Landlord directly in connection with the arbitration. 14.5.2 If Tenant Transfers this Article 14Lease other than pursuant to a Permitted Transfer to an Affiliate, Landlordthen (i) so long as the same is not prohibited by Applicable Law, at its option in its sole Landlord shall deliver to Tenant and absolute discretion, may require, as Guarantor a condition copy of each notice of default given by Landlord to the validity of any Transfer, that both Tenant and such then-current Transferee enter into a separate written agreement directly with Landlord (a “Transfer Agreement”), which Transfer Agreement, among other things, shall create privity of contract between Landlord and such Transferee with respect to the provisions of this Article 14, and shall contain such terms and provisions as Landlord may reasonably require, including, without limitation, the following: (a) such Transferee’s agreement to be bound by all the obligations of Tenant under this Lease (includingwhether the Tenant’s immediate assignee or otherwise) and (ii) Tenant or Guarantor may, but at its election, elect to cure (and Landlord shall accept performance of any such cure by Tenant and/or Guarantor) all or any portion of the then-existing defaults of such current Transferee which are susceptible of cure by Tenant or Guarantor, in either case within the time periods set forth in this Lease (such time periods, with respect to Tenant and Guarantor being deemed to run from the date that Landlord’s notice of the defaults in question is delivered). This Section 14.5.2 may not limited tobe amended or deleted without the express written consent of Guarantor, and for such purpose Guarantor shall be an express third party beneficiary hereunder. 14.5.3 If this Lease is terminated, whether voluntarily or by reason of an Event of Default of Tenant or if Landlord re-enters into possession of the Premises by reason of an Event of Default of Tenant with or without termination of this Lease, Tenant’s obligation to pay Rent); (b) such Transferee’s acknowledgment of, and agreement that such Transfer interest in all existing subleases shall be subordinate deemed assigned to and subject to, Landlord’s rights under Section 19.3 of this Lease; and (c) Tenant’s assumed by Landlord and such Transferee’s recognition of subleases shall become direct leases between Landlord and agreement to be bound by all the terms and provisions of this Article 14, including, but not limited to, any such terms and provisions which Landlord, at its option, requires to be expressly set forth in such Transfer Agreement. Upon the occurrence of any default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of Tenant, to pursue any or all of the remedies available to Tenant under such Transfer or at law or in equity (all of which remedies shall be distinct, separate and cumulative)subtenants thereunder.

Effect of Transfer. If Landlord consents to a Transfer, then (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified; (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee; (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form and content reasonably acceptable to Landlord, including, without limitation, at Landlord’s 's option, a “"Transfer Agreement,” " as that term is defined in this Section 14.5, below; (iv) Tenant shall furnish upon Landlord’s 's request a complete statement, certified by an independent certified public accountant, or Tenant’s 's chief financial officer, or another officer of Tenant who has knowledge of real estate accounting and financial reporting practices setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, together with reasonable backup information and documentation; and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s 's consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease, including, without limitation, in connection with the Subject Space, and, in the event of a Transfer of Tenant’s 's entire interest in this Lease, the liability of Tenant and such Transferee shall be joint and several. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency, and if understated by more than four percent (4%), Tenant shall pay Landlord's costs of such audit. Notwithstanding anything to the contrary contained in this Article 14, Landlord, at its option in its sole and absolute discretion, may require, as a condition to the validity of any Transfer, that both Tenant and such Transferee enter into a separate written agreement directly with Landlord (a “"Transfer Agreement”"), which Transfer Agreement, among other things, shall create privity of contract between Landlord and such Transferee with respect to the provisions of this Article 14, and shall contain such terms and provisions as Landlord may reasonably require, including, without limitation, the following: (aA) such Transferee’s 's agreement to be bound by all the obligations of Tenant under this Lease (including, but not limited to, Tenant’s 's obligation to pay Rent), provided that, in the event of a Transfer of less than the entire Premises, the obligations to which such Transferee shall agree to be so bound shall be prorated on a basis of the number of rentable square feet of the Subject Space in proportion to the number of square feet in the Premises; (bB) such Transferee’s 's acknowledgment of, and agreement that such Transfer shall be subordinate and subject to, Landlord’s 's rights under Section 19.3 of this Lease; and (cC) Tenant’s 's and such Transferee’s 's recognition of and an agreement to be bound by all the terms and provisions of this Article 14, including, but not limited to, any such terms and provisions which Landlord, at its option, reasonably requires to be expressly set forth in such Transfer Agreement. Upon the occurrence of any default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of Tenant, to pursue any or all of the remedies available to Tenant under such Transfer or at law or in equity (all of which remedies shall be distinct, separate and cumulative).

Effect of Transfer. If Landlord consents to a Transfer, then (i) the terms and conditions TCCs of this Lease shall in no way be deemed to have been waived or modified; , (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee; , (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form and content reasonably acceptable to Landlord, including, without limitation, at Landlord’s option, a “Transfer Agreement,” as that term is defined in this Section 14.5, below; (iv) Tenant shall furnish upon Landlord’s request a complete statement, certified by an independent certified public accountant, or Tenant’s chief financial officer, or another officer of Tenant who has knowledge of real estate accounting and financial reporting practices setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, together with reasonable backup information and documentation; and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease, including, without limitation, in connection with the Subject Space, and, in . Notwithstanding anything to the event of a Transfer of Tenant’s entire interest contrary set forth in this Lease, the liability Original Tenant shall not be bound by any amendment or agreement which is not expressly executed and delivered by the Original Tenant, and Landlord is not authorized or entitled to rely upon any assignee or subtenant to the contrary, whether or not the same is a Permitted Transferee. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and such Transferee shall be joint and severalhave the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency. Notwithstanding anything to the contrary contained in this Article 14, Landlord, at its option in its sole and absolute discretion, may require, as a condition to the validity of any Transfer, that both Tenant and such Transferee enter into a separate written agreement directly with Landlord if understated by more than three percent (a “Transfer Agreement”3%), which Transfer AgreementTenant shall pay Landlord’s costs of such audit. In connection with such audit, among other things, shall create privity of contract between Landlord and such Transferee with respect Landlord’s agents must agree in advance to the provisions follow Tenant’s reasonable rules and procedures regarding inspections of this Article 14Tenant’s records, and shall contain execute a commercially reasonable confidentiality agreement regarding such terms and provisions as Landlord may reasonably require, including, without limitation, the following: (a) such Transferee’s agreement to be bound by all the obligations of Tenant under this Lease (including, but not limited to, Tenant’s obligation to pay Rent); (b) such Transferee’s acknowledgment of, and agreement that such Transfer shall be subordinate and subject to, Landlord’s rights under Section 19.3 of this Lease; and (c) Tenant’s and such Transferee’s recognition of and agreement to be bound by all the terms and provisions of this Article 14, including, but not limited to, any such terms and provisions which Landlord, at its option, requires to be expressly set forth in such Transfer Agreement. Upon the occurrence of any default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of Tenant, to pursue any or all of the remedies available to Tenant under such Transfer or at law or in equity (all of which remedies shall be distinct, separate and cumulative)inspection.

Effect of Transfer. If Landlord consents to a Transfer, then (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified; , (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee; Transferee (each of whom shall be required to comply with the terms of this Article 14), (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form and content reasonably acceptable to Landlord, including, without limitation, at Landlord’s option, a “Transfer Agreement,” as that term is defined in this Section 14.5, below; (iv) Tenant shall furnish upon Landlord’s request a complete statement, certified by an independent certified public accountant, Tenant’s chief financial officer, or another officer of Tenant who has knowledge of real estate accounting and financial reporting practices setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such TransferTransfer or a statement that there is no Transfer Premium, together with reasonable backup information and documentation; and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease, including, without limitation, including in connection with the Subject Space, andand (vi) the Transferee shall fully assume this Lease from and after the effective date of the Transfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, in the event of a Transfer of Tenant’s entire interest in this Lease, the liability records and papers of Tenant relating to any Transfer, and such Transferee shall be joint and severalhave the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency. Notwithstanding anything to the contrary contained in this Article 14, Landlord, at its option in its sole and absolute discretion, may require, as a condition to the validity of any Transfer, that both Tenant and such Transferee enter into a separate written agreement directly with Landlord if understated by more than two percent (a “Transfer Agreement”2%), which Transfer Agreement, among other things, Tenant shall create privity pay Landlord’s costs of contract between Landlord and such Transferee with respect to the provisions of this Article 14, and shall contain such terms and provisions as Landlord may reasonably require, including, without limitationaudit. Upon any assignment, the following: (a) such Transferee’s agreement assignee shall assume in writing all obligations and covenants of Tenant thereafter to be bound by all the obligations of Tenant performed or observed under this Lease (including, but not limited to, Lease. If Tenant’s obligation to pay Rent); (b) such Transferee’s acknowledgment of, and agreement that such Transfer shall be subordinate and subject toobligations hereunder have been guaranteed, Landlord’s rights under Section 19.3 of this Lease; and (c) Tenant’s and such Transferee’s recognition of and agreement consent to any Transfer shall not be bound by all effective unless the terms and provisions of this Article 14, including, but not limited to, any such terms and provisions which Landlord, at its option, requires guarantor also consents to be expressly set forth in such Transfer Agreement. Upon the occurrence of any default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of Tenant, to pursue any or all of the remedies available to Tenant under such Transfer or at law or in equity (all of which remedies shall be distinct, separate and cumulative).

Effect of Transfer. If Landlord consents to a Transfer, then (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified; (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee; (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form and content reasonably acceptable to Landlord, including, without limitation, at Landlord’s option, a “Transfer Agreement,” as that term is defined in this Section 14.5, below; (iv) Tenant shall furnish upon Landlord’s request a complete statement, certified by an independent certified public accountant, or Tenant’s chief financial officer, or another officer of Tenant who has knowledge of real estate accounting and financial reporting practices setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, together with reasonable backup information and documentation; and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease, including, without limitation, in connection with the Subject Space, and, in the event of a Transfer of Tenant’s entire interest in this Lease, the liability of Tenant and such Transferee shall be joint and several. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency, and if understated by more than two percent (2%), Tenant shall pay Landlord’s costs of such audit. Notwithstanding anything to the contrary contained in this Article 14, Landlord, at its option in its sole and absolute discretion, may require, as a condition to the validity of any Transfer, that both Tenant and such Transferee enter into a separate written agreement directly with Landlord (a “Transfer Agreement”), which Transfer Agreement, among other things, shall create privity of contract between Landlord and such Transferee with respect to the provisions of this Article 14, and shall contain such terms and provisions as Landlord may reasonably require, including, without limitation, the following: (aA) such Transferee’s agreement to be bound by all the obligations of Tenant under this Lease (including, but not limited to, Tenant’s obligation to pay Rent), provided that, in the event of a Transfer of less than the entire Premises, the obligations to which such Transferee shall agree to be so bound shall be prorated on a basis of the number of rentable square feet of the Subject Space in proportion to the number of square feet in the Premises; (bB) such Transferee’s acknowledgment of, and agreement that such Transfer shall be subordinate and subject to, Landlord’s rights under Section 19.3 13.3 of this Lease; and (cC) Tenant’s and such Transferee’s recognition of and agreement to be bound by all the terms and provisions of this Article 14, including, but not limited to, any such terms and provisions which Landlord, at its option, requires to be expressly set forth in such Transfer Agreement. Upon the occurrence of any default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of Tenant, to pursue any or all of the remedies available to Tenant under such Transfer or at law or in equity (all of which remedies shall be distinct, separate and cumulative).

Effect of Transfer. If Landlord consents to a Transfer, then (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified; , (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee; , (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form and content reasonably acceptable to Landlord, including, without limitation, at Landlord’s option, a “Transfer Agreement,” as that term is defined in this Section 14.5, below; (iv) Tenant shall furnish upon Landlord’s request a complete statement, certified by an independent certified public accountant, or Tenant’s chief financial officer, officer or another qualified officer of Tenant who has knowledge of real estate accounting and financial reporting practices Tenant, setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, together with reasonable backup information and documentation; and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease, including, without limitation, in connection with the Subject Space. Landlord or its authorized representatives shall have the right at all reasonable times, andupon not less than five (5) business days notice to Tenant, in to audit the event of a Transfer of Tenant’s entire interest in this Leasebooks, the liability records and papers of Tenant relating to any Transfer, and such Transferee shall be joint and severalhave the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency, and if understated by more than four percent (4%), Tenant shall pay Landlord’s costs of such audit. Notwithstanding anything Likewise, if the Transfer Premium is found to the contrary contained in this Article 14be overstated, LandlordLandlord shall, within thirty (30) days, at its option in its sole and absolute discretionLandlord’s option, may require, as a condition to either refund the validity of any Transfer, that both amount overpaid by Tenant and such Transferee enter into a separate written agreement directly with Landlord (a “Transfer Agreement”), which Transfer Agreement, among other things, shall create privity of contract between Landlord and such Transferee with respect to the provisions of this Article 14, and shall contain such terms and provisions as Landlord may reasonably require, including, without limitation, the following: (a) such Transferee’s agreement to be bound by all the obligations of Tenant under this Lease (including, but not limited to, or credit Tenant’s obligation to pay Rent); (b) next rent due in the amount of such Transferee’s acknowledgment of, and agreement that such Transfer shall be subordinate and subject to, Landlord’s rights under Section 19.3 of this Lease; and (c) Tenant’s and such Transferee’s recognition of and agreement to be bound by all the terms and provisions of this Article 14, including, but not limited to, any such terms and provisions which Landlord, at its option, requires to be expressly set forth in such Transfer Agreement. Upon the occurrence of any default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of Tenant, to pursue any or all of the remedies available to Tenant under such Transfer or at law or in equity (all of which remedies shall be distinct, separate and cumulative)overpayment.

Effect of Transfer. If Landlord consents to a Transfer, then (i) the terms and conditions TCCs of this Lease shall in no way be deemed to have been waived or modified; , (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee; , (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form and content reasonably acceptable to Landlord, including, without limitation, at Landlord’s option, a “Transfer Agreement,” as that term is defined in this Section 14.5, below; (iv) Tenant shall furnish upon Landlord’s request a complete statement, certified by an independent certified public accountant, or Tenant’s chief financial officer, or another officer of Tenant who has knowledge of real estate accounting and financial reporting practices setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, together with reasonable backup information and documentation; and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease, including, without limitation, in connection with the Subject Space. Landlord or its authorized representatives shall have the right, andupon not less than five (5) business days’ advance written notice to Tenant, to audit the books, records and papers of Tenant relating to any Transfer, subject to the following limitations: (A) the audit must occur during the normal business hours of Tenant at Tenant’s office in the event of a Transfer Building or at such other location as Tenant may reasonably designate in the San Francisco Bay Area; (B) the audit shall last no longer than one (1) business day; (C) Landlord and its authorized representatives shall have no right to make copies of Tenant’s entire interest books, records and papers; (D) Landlord shall not conduct any such audit more than once during any twelve (12) month period (provided, however, that the foregoing limitation shall no longer apply if the Transfer Premium is found at any time to be understated) by more than three percent (3%); and (E) Landlord shall enter into Landlord’s standard commercially reasonable form of confidentiality agreement with Tenant, which agreement shall cover confidential financial information provided by Tenant to Landlord in this Lease, the liability of Tenant and connection with such Transferee shall be joint and severalaudit. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency. Notwithstanding anything to the contrary contained in this Article 14, Landlord, at its option in its sole and absolute discretion, may require, as a condition to the validity of any Transfer, that both Tenant and such Transferee enter into a separate written agreement directly with Landlord if understated by more than five percent (a “Transfer Agreement”5%), which Transfer Agreement, among other things, Tenant shall create privity of contract between Landlord and such Transferee with respect to the provisions of this Article 14, and shall contain such terms and provisions as Landlord may reasonably require, including, without limitation, the following: (a) such Transferee’s agreement to be bound by all the obligations of Tenant under this Lease (including, but not limited to, Tenant’s obligation to pay Rent); (b) such Transferee’s acknowledgment of, and agreement that such Transfer shall be subordinate and subject to, Landlord’s rights under Section 19.3 costs of this Lease; and such audit up to a maximum of Five Thousand Dollars (c) Tenant’s and such Transferee’s recognition of and agreement to be bound by all the terms and provisions of this Article 14, including, but not limited to, any such terms and provisions which Landlord, at its option, requires to be expressly set forth in such Transfer Agreement. Upon the occurrence of any default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of Tenant, to pursue any or all of the remedies available to Tenant under such Transfer or at law or in equity (all of which remedies shall be distinct, separate and cumulative$5,000.00).

Effect of Transfer. 14.5.1 If Landlord consents to a Transfer, then (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified; , (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee; , (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form and content reasonably acceptable to Landlord, including, without limitation, at Landlord’s option, a “Transfer Agreement,” as that term is defined in this Section 14.5, below; (iv) Tenant shall furnish upon Landlord’s request a complete statement, certified by an independent certified public accountant, Tenantor Txxxxx’s chief financial officer, or another officer of Tenant who has knowledge of real estate accounting and financial reporting practices setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, together with reasonable backup information and documentation; and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease, including, without limitation, including in connection with the Subject Space. Landlord or its authorized representatives shall have the right at all reasonable times upon reasonable prior written notice to Tenant, andto audit the books, in the event of a Transfer of Tenant’s entire interest in this Lease, the liability records and papers of Tenant relating to any Transfer, and such Transferee shall be joint and severalhave the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency. Notwithstanding anything to the contrary contained in this Article 14, Landlord, at its option in its sole and absolute discretion, may require, as a condition to the validity of any Transfer, that both Tenant and such Transferee enter into a separate written agreement directly with Landlord if understated by more than two percent (a “Transfer Agreement”2%), which Transfer Agreement, among other things, Tenant shall create privity pay Landlord’s costs of contract between Landlord and such Transferee audit. In the event that Tenant subleases all or any portion of the Premises in accordance with respect to the provisions terms of this Article 14, Tenant shall cause such subtenant to carry and shall contain such maintain the same insurance coverage terms and provisions limits as Landlord may reasonably requireare required of Tenant, includingin accordance with the terms of Article 10 of this Lease. 14.5.2 In addition to the other requirements set forth in this Lease, without limitation, subleases or licenses of less than all of the followingPremises shall only be permitted under the following terms and conditions: (a) such Transferee’s agreement the layout of both the subleased premises and the remainder of the Premises must comply with Legal Requirements and be reasonably approved by Landlord, including all requirements concerning access and egress and any modifications necessary to be bound by all have the obligations of Tenant under this Lease (including, but not limited to, Tenant’s obligation to pay Rent)Premises function as a multi-tenant space rather than as a single tenant space; and (b) such Transferee’s acknowledgment of, and agreement that such Transfer there shall be subordinate and subject to, Landlord’s rights under Section 19.3 of this Lease; and no more than one (c1) Tenant’s and such Transferee’s recognition of and agreement to be bound by all sublease in effect in the terms and provisions of this Article 14, including, but not limited to, Premises at any such terms and provisions which Landlord, at its option, requires to be expressly set forth in such Transfer Agreement. Upon the occurrence of any default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of Tenant, to pursue any or all of the remedies available to Tenant under such Transfer or at law or in equity (all of which remedies shall be distinct, separate and cumulative)given time.

Effect of Transfer. If Landlord consents to a Transfer, then (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified; , (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee; , (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form and content reasonably acceptable to Landlord, including, without limitation, at Landlord’s option, a “Transfer Agreement,” as that term is defined in this Section 14.5, below; (iv) Tenant shall furnish upon Landlord’s 's request a complete statement, certified by an independent certified public accountant, or Tenant’s 's chief financial officer, or another officer of Tenant who has knowledge of real estate accounting and financial reporting practices setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, together with reasonable backup information and documentation; and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s 's consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease, including, without limitation, in connection with the Subject Space, Space and, in the event of a Transfer of Tenant’s 's entire interest in this Lease, the liability of Tenant and such Transferee shall be joint and several. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency, and if understated by more than three percent (3%), Tenant shall pay Landlord's costs of such audit. Notwithstanding anything to the contrary contained in this Article 14, Landlord, at its option in its sole and absolute discretion, may require, as a condition to the validity of any Transfer, that both Tenant and such Transferee enter into a separate written agreement directly with Landlord (a “"Transfer Agreement”"), which Transfer Agreement, among other things, shall create privity of contract between Landlord and such Transferee with respect to the provisions of this Article 14, and shall contain such terms and provisions as Landlord may reasonably require, including, without limitation, the following: (aA) such Transferee’s 's agreement to be bound by all the obligations of Tenant under this Lease (including, but not limited to, Tenant’s 's obligation to pay Rent), provided that, in the event of a Transfer of less than the entire Premises, the obligations to which such Transferee shall agree to be so bound shall be prorated on a basis of the number of rentable square feet of the Subject Space in proportion to the number of square feet in the Premises; (bB) such Transferee’s 's acknowledgment of, and agreement that such Transfer shall be subordinate and subject to, Landlord’s 's rights under Section 19.3 19.2.4 of this Lease; and (cC) Tenant’s 's and such Transferee’s 's recognition of and an agreement to be bound by all the terms and provisions of this Article 14, including, but not limited to, any such terms and provisions which Landlord, at its option, requires to be expressly set forth in such Transfer Agreement. Upon the occurrence of any default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of Tenant, to pursue any or all of the remedies available to Tenant under such Transfer or at law or in equity (all of which remedies shall be distinct, separate and cumulative).. S:\PFG\Castlight Health Lease\Lease_RV11.docx: 5/6/15

Effect of Transfer. If Landlord consents to a Transfer, then (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified; (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee; (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form and content reasonably acceptable to Landlord, including, without limitation, at Landlord’s option, a “Transfer Agreement,” as that term is defined in this Section 14.5, below; (iv) Tenant shall furnish upon Landlord’s request a complete statement, certified by an independent certified public accountant, or Tenant’s chief financial officer, or another officer of Tenant who has knowledge of real estate accounting and financial reporting practices setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, together with reasonable backup information and documentation; and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease, including, without limitation, in connection with the Subject Space, and, in the event of a Transfer of Tenant’s entire interest in this Lease, the liability of Tenant and such Transferee shall be joint and several. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency, and if understated by more than two percent (2%), Tenant shall pay Landlord’s costs of such audit. Notwithstanding anything to the contrary contained in this Article 14, Landlord, at its option in its sole and absolute discretion, may require, as a condition to the validity of any Transfer, that both Tenant and such Transferee enter into a commercially reasonable separate written agreement directly with Landlord (a “Transfer Agreement”), which Transfer Agreement, among other things, shall create privity of contract between Landlord and such Transferee with respect to the provisions of this Article 14, and shall contain such terms and provisions as Landlord may reasonably require, including, without limitation, the following: (aA) 811311.04/WLA 378421-00002/2-14-20/mem/mem -38- 000 XXXXXXX XXXXXXXXX [Akero Therapeutics, Inc.] except to the extent expressly provided to the contrary in a sublease, such Transferee’s agreement to be bound by all the obligations of Tenant under this Lease (including, but not limited to, Tenant’s obligation to pay Rent), provided that, in the event of a Transfer of less than the entire Premises, the obligations to which such Transferee shall agree to be so bound shall be prorated on the basis of the number of rentable square feet of the Subject Space in proportion to the number of rentable square feet in the Premises; (bB) such Transferee’s acknowledgment of, and agreement that such Transfer shall be subordinate and subject to, Landlord’s rights under Section 19.3 of this Lease; and (cC) Tenant’s and such Transferee’s recognition of and agreement to be bound by all the terms and provisions of this Article 14, including, but not limited to, any such terms and provisions which Landlord, at its option, requires to be expressly set forth in such Transfer Agreement. Upon the occurrence of any default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of Tenant, to pursue any or all of the remedies available to Tenant under such Transfer or at law or in equity (all of which remedies shall be distinct, separate and cumulative).

Effect of Transfer. 14.5.1 If Landlord consents to a Transfer, then (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified; , (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee; , (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form and content reasonably acceptable to Landlord, including, without limitation, at Landlord’s option, a “Transfer Agreement,” as that term is defined in this Section 14.5, below; (iv) Tenant shall furnish upon Landlord’s request a complete statement, certified by an independent certified public accountant, or Tenant’s chief financial officer, or another officer of Tenant who has knowledge of real estate accounting and financial reporting practices setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, together with reasonable backup information and documentation; and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease, including, without limitation, including in connection with the Subject Space. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, and, in the event of a Transfer of Tenant’s entire interest in this Lease, the liability records and papers of Tenant relating to any Transfer, and such Transferee shall be joint and severalhave the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency. Notwithstanding anything to the contrary contained in this Article 14, Landlord, at its option in its sole and absolute discretion, may require, as a condition to the validity of any Transfer, that both Tenant and such Transferee enter into a separate written agreement directly with Landlord if understated by more than two percent (a “Transfer Agreement”2%), which Transfer Agreement, among other things, Tenant shall create privity pay Landlord’s costs of contract between Landlord and such Transferee audit. In the event that Tenant subleases all or any portion of the Premises in accordance with respect to the provisions terms of this Article 14, Tenant shall cause such subtenant to carry and shall contain such maintain the same insurance coverage terms and provisions limits as Landlord may reasonably requireare required of Tenant, includingin accordance with the terms of Article 10 of this Lease. 14.5.2 In addition to the other requirements set forth in this Lease, without limitation, subleases or licenses of less than all of the followingPremises shall only be permitted under the following terms and conditions: (a) such Transferee’s agreement the layout of both the subleased premises and the remainder of the Premises must comply with Applicable Laws and be approved by Landlord, including all requirements concerning access and egress and any modifications necessary to be bound by all have the obligations of Tenant under this Lease (including, but not limited to, Tenant’s obligation to pay Rent)Premises function as a multi-tenant space rather than as a single tenant space; (b) such Transferee’s acknowledgment ofeach subleased premises shall be separately physically demised from the remainder of the Premises, and agreement that such Transfer Tenant shall be subordinate and subject to, Landlord’s rights under Section 19.3 of this Leasepay all costs thereof; and (c) Tenant’s and such Transferee’s recognition of and agreement to be bound by all the terms and provisions of this Article 14, including, but not limited to, any such terms and provisions which Landlord, at its option, requires to be expressly set forth in such Transfer Agreement. Upon the occurrence of any default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of Tenant, to pursue any or all of the remedies available to Tenant under such Transfer or at law or in equity (all of which remedies there shall be distinct, separate and cumulative).no more than two (2) subleases in effect in the Premises at any given time

Effect of Transfer. If Landlord consents to a Transfer, then (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified; (ii) such 607152.05/WLA [Nighthawk Radiology Services, LLC] E2621-081/1-8-07/kt/kt -31- [AMLGMN] consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee; (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form and content reasonably acceptable to Landlord, including, without limitation, at Landlord’s option, a “Transfer Agreement,” as that term is defined in this Section 14.5, below; (iv) Tenant shall furnish upon LandlordXxxxxxxx’s request a complete statement, certified by an independent certified public accountant, or Tenant’s chief financial officer, or another officer of Tenant who has knowledge of real estate accounting and financial reporting practices setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, together with reasonable backup information and documentation; and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease, including, without limitation, in connection with the Subject Space, and, in the event of a Transfer of TenantXxxxxx’s entire interest in this Lease, the liability of Tenant and such Transferee shall be joint and several. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency, and if understated by more than two percent (2%), Tenant shall pay Landlord’s costs of such audit. Notwithstanding anything to the contrary contained in this Article 14, Landlord, at its option in its sole and absolute discretion, may require, as a condition to the validity of any Transfer, that both Tenant and such Transferee enter into a separate written agreement directly with Landlord (a “Transfer Agreement”), which Transfer Agreement, among other things, shall create privity of contract between Landlord and such Transferee with respect to the provisions of this Article 14, and shall contain such terms and provisions as Landlord may reasonably require, including, without limitation, the following: (aA) such Transferee’s agreement to be bound by all the obligations of Tenant under this Lease (includingwhich, in the event of an assignment of this Lease, shall include, but shall not be limited to, Tenant’s obligation to pay Rent), provided that, in the event of a Transfer of less than the entire Premises, the obligations to which such Transferee shall agree to be so bound shall be prorated on a basis of the number of rentable square feet of the Subject Space in proportion to the number of square feet in the Premises; (bB) such Transferee’s acknowledgment of, and agreement that such Transfer shall be subordinate and subject to, Landlord’s rights under Section 19.3 of this Lease; and (cC) Tenant’s and such Transferee’s recognition of and agreement to be bound by all the terms and provisions of this Article 14, including, but not limited to, any such terms and provisions which Landlord, at its option, requires to be expressly set forth in such Transfer Agreement. Upon the occurrence of any default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of Tenant, to pursue any or all of the remedies available to Tenant under such Transfer or at law or in equity (all of which remedies shall be distinct, separate and cumulative).

Effect of Transfer. If Subject to the terms of this Article 14, if ------------------ Landlord consents to a Consent Transfer, then (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified; , (ii) such consent shall not be deemed consent to any further Consent Transfer by either Tenant or a Transferee; , (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form Transfer, and content reasonably acceptable to Landlord, including, without limitation, at Landlord’s option, a “Transfer Agreement,” as that term is defined in this Section 14.5, below; (iv) Tenant shall furnish upon Landlord’s 's request a reasonable statement, certified by an independent certified public accountant, or Tenant’s 's chief financial officer, officer or another other appropriate officer of Tenant who has knowledge of real estate accounting and financial reporting practices Tenant, setting forth in reasonable detail the computation of any Transfer Premium Tenant has derived and shall expects to derive from such Transfer. Except as set forth in Section 14.4 above, together with reasonable backup information and documentation; and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s 's consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease, including, without limitation, in connection with the Subject Space; provided, andhowever, Tenant and the Guarantor shall be relieved and released from all liability under this Lease if the Transferee and/or any guarantor of the Transferee's obligations under this Lease (pursuant to a written guaranty in the event form attached hereto as Exhibit L) has a long term debt --------- credit rating from Standard & Poors of BBB- or better and a Transfer combined net worth of Tenant’s entire interest $250,000,000 or more; provided further, however, that such Transferee's obligations shall be guaranteed under a guaranty in the same form as the Guaranty attached to this Lease as Exhibit L if Transferee is a wholly-owned --------- subsidiary or controlled by a third party entity, or, at Landlord's sole election, an agreement other than a guaranty may be reached between Landlord and the entity controlling the Transferee, whereby such entity agrees not to denigrate the financial condition of such Transferee during the term of the Lease. Landlord or its authorized representatives shall have the right at all reasonable times during normal business hours following ten (10) business days advance notice to audit the books, the liability records and papers of Tenant and such Transferee shall be joint and severaldirectly relating to any Consent Transfer. If the Transfer Premium respecting any Consent Transfer shall be found understated, Tenant shallor overstated, the appropriate party shall within thirty (30) days after demand, pay the deficiency. Notwithstanding anything to the contrary contained in this Article 14other the deficiency or excess, Landlord, at its option in its sole and absolute discretion, may require, as a condition to the validity of any Transfer, that both Tenant and such Transferee enter into a separate written agreement directly with Landlord if understated by more than ten percent (a “Transfer Agreement”10%), which Transfer Agreement, among other things, Tenant shall create privity pay Landlord's costs of contract between Landlord and such Transferee with respect to the provisions of this Article 14, and shall contain such terms and provisions as Landlord may reasonably require, including, without limitation, the following: (a) such Transferee’s agreement to be bound by all the obligations of Tenant under this Lease (including, but not limited to, Tenant’s obligation to pay Rent); (b) such Transferee’s acknowledgment of, and agreement that such Transfer shall be subordinate and subject to, Landlord’s rights under Section 19.3 of this Lease; and (c) Tenant’s and such Transferee’s recognition of and agreement to be bound by all the terms and provisions of this Article 14, including, but not limited to, any such terms and provisions which Landlord, at its option, requires to be expressly set forth in such Transfer Agreement. Upon the occurrence of any default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of Tenant, to pursue any or all of the remedies available to Tenant under such Transfer or at law or in equity (all of which remedies shall be distinct, separate and cumulative)audit.

Effect of Transfer. If Subject to the terms of this Article 14, if ------------------ Landlord consents to a Consent Transfer, then (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified; , (ii) such consent shall not be deemed consent to any further Consent Transfer by either Tenant or a Transferee; , (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form Transfer, and content reasonably acceptable to Landlord, including, without limitation, at Landlord’s option, a “Transfer Agreement,” as that term is defined in this Section 14.5, below; (iv) Tenant shall furnish upon Landlord’s 's request a reasonable statement, certified by an independent certified public accountant, or Tenant’s 's chief financial officer, officer or another other appropriate officer of Tenant who has knowledge of real estate accounting and financial reporting practices Tenant, setting forth in reasonable detail the computation of any Transfer Premium Tenant has derived and shall expects to derive from such Transfer, together with reasonable backup information and documentation; and (v) no . No Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s 's consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease, including, without limitation, in connection with the Subject Space, andunless Tenant shall provide evidence acceptable to Landlord, in its sole but reasonable discretion, to the event effect that the Transferee has a net worth in excess of a Transfer of Tenant’s entire interest in this Lease$350,000,000. Landlord or its authorized representatives shall have the right at all reasonable times during normal business hours following ten (10) business days advance notice to audit the books, the liability records and papers of Tenant and such Transferee shall be joint and severaldirectly relating to any Consent Transfer. If the Transfer Premium respecting any Consent Transfer shall be found understated, Tenant shallor overstated, the appropriate party shall within thirty (30) days after demand, pay the deficiency. Notwithstanding anything to the contrary contained in this Article 14other the deficiency or excess, Landlord, at its option in its sole and absolute discretion, may require, as a condition to the validity of any Transfer, that both Tenant and such Transferee enter into a separate written agreement directly with Landlord if understated by more than ten percent (a “Transfer Agreement”10%), which Transfer Agreement, among other things, Tenant shall create privity pay Landlord's costs of contract between Landlord and such Transferee with respect to the provisions of this Article 14, and shall contain such terms and provisions as Landlord may reasonably require, including, without limitation, the following: (a) such Transferee’s agreement to be bound by all the obligations of Tenant under this Lease (including, but not limited to, Tenant’s obligation to pay Rent); (b) such Transferee’s acknowledgment of, and agreement that such Transfer shall be subordinate and subject to, Landlord’s rights under Section 19.3 of this Lease; and (c) Tenant’s and such Transferee’s recognition of and agreement to be bound by all the terms and provisions of this Article 14, including, but not limited to, any such terms and provisions which Landlord, at its option, requires to be expressly set forth in such Transfer Agreement. Upon the occurrence of any default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of Tenant, to pursue any or all of the remedies available to Tenant under such Transfer or at law or in equity (all of which remedies shall be distinct, separate and cumulative)audit.

Effect of Transfer. If Landlord consents to a Transfer, then (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified; , (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee; Transferee (each of whom shall be required to comply with the terms of this Article 14), (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form and content reasonably acceptable to Landlord, including, without limitation, at Landlord’s option, a “Transfer Agreement,” as that term is defined in this Section 14.5, below; (iv) Tenant shall furnish upon Landlord’s 's request a complete statement, certified by an independent certified public accountant, or Tenant’s 's chief financial officer, or another officer of Tenant who has knowledge of real estate accounting and financial reporting practices setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such TransferTransfer or a statement that there is no Transfer Premium, together with reasonable backup information and documentation; and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s 's consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease, including, without limitation, including in connection with the Subject Space, and, in and (vi) the event of a Transfer of Tenant’s entire interest in Transferee shall fully assume this Lease. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, the liability records and papers of Tenant relating to any Transfer, and such Transferee shall be joint and severalhave the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency, and if understated by more than two percent (2%), Tenant shall pay Landlord's costs of such audit. Notwithstanding anything Upon any assignment, the assignee shall assume in writing all obligations and covenants of Tenant thereafter to the contrary contained in be performed or observed under this Article 14Lease. If Tenant's obligations hereunder have been guaranteed, Landlord, at its option in its sole and absolute discretion, may require, as a condition 's consent to the validity of any Transfer, that both Tenant and such Transferee enter into a separate written agreement directly with Landlord (a “Transfer Agreement”), which Transfer Agreement, among other things, shall create privity of contract between Landlord and such Transferee with respect to the provisions of this Article 14, and shall contain such terms and provisions as Landlord may reasonably require, including, without limitation, the following: (a) such Transferee’s agreement to be bound by all the obligations of Tenant under this Lease (including, but not limited to, Tenant’s obligation to pay Rent); (b) such Transferee’s acknowledgment of, and agreement that such Transfer shall not be subordinate and subject to, Landlord’s rights under Section 19.3 of this Lease; and (c) Tenant’s and such Transferee’s recognition of and agreement effective unless the guarantor also consents to be bound by all the terms and provisions of this Article 14, including, but not limited to, any such terms and provisions which Landlord, at its option, requires to be expressly set forth in such Transfer Agreement. Upon the occurrence of any default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of Tenant, to pursue any or all of the remedies available to Tenant under such Transfer or at law or in equity (all of which remedies shall be distinct, separate and cumulative).

Effect of Transfer. If Landlord consents to a Transfer, then (i) the terms and conditions TCCs of this Lease shall in no way be deemed to have been waived or modified; , (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee; , (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form and content reasonably acceptable to Landlordoperative assignment agreement, includingsublease, without limitationor other document effecting the Transfer, at Landlord’s option, a “Transfer Agreement,” as that term is defined in this Section 14.5, below; (iv) Tenant shall furnish upon Landlord’s request a complete statement, certified by an independent certified public accountant, or Tenant’s chief financial officer, officer or another qualified officer of Tenant who has knowledge of real estate accounting and financial reporting practices Tenant, setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, together with reasonable backup information and documentation; and (v) no a Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s consent, shall not relieve Tenant or any guarantor of the Lease from any liability under this Lease, including, without limitation, in connection with the Subject Space. Tenant and Transferee being jointly and severally liable therefor. In the event that Tenant subleases all or any portion of the Premises in accordance with the terms of this Article 14, andTenant shall cause such subtenant to carry and maintain the same insurance coverage terms and limits as are required of Tenant, in accordance with the event terms of a Transfer Article 10 of Tenant’s entire interest in this Lease, provided, however, with respect to any sublease of less than 50,000 rentable square feet, the liability references to “$10,000,000” in Section 10.3.2 shall be deemed to be “$5,000,000”. Landlord or its authorized representatives shall have the right, after ten (10) business days’ prior to Tenant, at all reasonable times to audit the books, records and papers of Tenant relating to the Transfer Premium in connection with a Transfer for which a Transfer Premium is or may be payable, and such Transferee shall be joint and severalhave the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency. Notwithstanding anything to the contrary contained in this Article 14, Landlord, at its option in its sole and absolute discretion, may require, as a condition to the validity of any Transfer, that both Tenant and such Transferee enter into a separate written agreement directly with Landlord if understated by more than five percent (a “Transfer Agreement”5%), which Transfer Agreement, among other things, Tenant shall create privity of contract between Landlord and such Transferee with respect to the provisions of this Article 14, and shall contain such terms and provisions as Landlord may reasonably require, including, without limitation, the following: (a) such Transferee’s agreement to be bound by all the obligations of Tenant under this Lease (including, but not limited to, Tenant’s obligation to pay Rent); (b) such Transferee’s acknowledgment of, and agreement that such Transfer shall be subordinate and subject to, Landlord’s rights under Section 19.3 costs of this Lease; and (c) Tenant’s and such Transferee’s recognition of and agreement to be bound by all the terms and provisions of this Article 14, including, but not limited to, any such terms and provisions which Landlord, at its option, requires to be expressly set forth in such Transfer Agreement. Upon the occurrence of any default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of Tenant, to pursue any or all of the remedies available to Tenant under such Transfer or at law or in equity (all of which remedies shall be distinct, separate and cumulative)audit.

Effect of Transfer. The following conditions shall apply with respect to each Transfer, whether or not requiring Landlord’s consent: (a) Each and every covenant, condition or obligation imposed upon Tenant by this Lease and each and every right, remedy or benefit afforded Landlord by this Lease shall not be impaired or diminished as a result of such Transfer. (b) Tenant shall pay to Landlord on a monthly basis, fifty percent (50%) of the excess of any sums of money, or other economic consideration received by Tenant from the Transferee in such month (whether or not for a period longer than one month), including higher rent, bonuses, key money, or the like over the aggregate of the total sums which Tenant pays Landlord under this Lease in such month, or the prorated portion thereof if the Premises transferred is less than the entire Premises. The amount so derived shall be paid with Tenant’s payment of Minimum Monthly Rent. (c) No Transfer, whether or not consent of Landlord is required hereunder, shall relieve Tenant of its primary obligation to pay the rent and to perform all other obligations to be performed by Tenant hereunder. The acceptance of rent by landlord from any person shall not be deemed to be a waiver by landlord of any provision of this Lease or to be a consent to any Transfer of the Premises. (d) If Landlord consents to a Transfersublease, then (i) such sublease shall not extend beyond the terms and conditions expiration of the Term of this Lease Lease. (e) No Transfer shall in be valid and no way be deemed to have been waived transferee shall take possession of the Premises or modified; (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee; (iii) part thereof unless, Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining at least ten (10) days prior to the effective date of such Transfer, a duly executed duplicate original of the Transfer instrument in form satisfactory to Landlord which provides that (i) the transferee assumes Tenant’s obligations for the payment of rent and content reasonably acceptable to Landlordfor the full and faithful observance and performance of the covenants, includingterms and conditions contained herein, without limitation(ii) such transferee will, at Landlord’s optionelection, a “Transfer Agreement,” attorney directly to Landlord in the event Tenant’s Lease is terminated for any reason on the terms set forth in the instrument of transfer, (iii) such instrument of transfer contains such other assurances as that term is defined in this Section 14.5Landlord reasonably deems necessary, below; and (iv) Tenant shall furnish upon Landlord’s request a statement, certified by an independent certified public accountant, Tenant’s chief financial officer, or another officer of Tenant who has knowledge of real estate accounting and financial reporting practices setting forth in detail the computation case of any Transfer Premium Tenant has derived and shall derive from such Transfer, together with reasonable backup information and documentation; and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without that requires Landlord’s consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease, including, without limitation, in connection with the Subject Space, and, in the event of a Transfer of Tenant’s entire interest in this Lease, the liability of Tenant and such Transferee shall be joint the transferee execute and several. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency. Notwithstanding anything deliver to the contrary contained in this Article 14, Landlord, at its option in its sole and absolute discretion, may require, as a condition to the validity of any Transfer, that both Tenant and such Transferee enter into a separate written agreement directly with Landlord (a “Transfer Agreement”), which Transfer Agreement, among other things, shall create privity of contract between Landlord and such Transferee with respect to the provisions of this Article 14, and shall contain such terms and provisions as Landlord may reasonably require, including, without limitation, the following: (a) such Transferee’s agreement to be bound by all the obligations of Tenant under this Lease (including, but not limited to, Tenant’s obligation to pay Rent); (b) such Transferee’s acknowledgment of, and agreement that such Transfer shall be subordinate and subject to, Landlord’s rights under Section 19.3 of this Lease; and (c) Tenant’s and such Transferee’s recognition of and agreement to be bound by all the terms and provisions of this Article 14, including, but not limited to, any such terms and provisions which Landlord, at its option, requires to be expressly set forth in such Transfer Agreement. Upon the occurrence of any default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of Tenant, to pursue any or all of the remedies available to Tenant under such Transfer or at law or in equity (all of which remedies shall be distinct, separate and cumulative)consent document.

Effect of Transfer. If Landlord consents to a Transfer, then (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified; (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee; (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form and content reasonably acceptable to Landlord, including, without limitation, at Landlord’s option, a “Transfer Agreement,” as that term is defined in this Section 14.5, below; (iv) Tenant shall furnish upon Landlord’s request a complete statement, certified by an independent certified public accountant, or Tenant’s chief financial officer, or another officer of Tenant who has knowledge of real estate accounting and financial reporting practices setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, together with reasonable backup information and documentation; and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease, including, without limitation, in connection with the Subject Subject, Space, and, in the event of a Transfer of Tenant’s entire interest in this Lease, the liability of Tenant and such Transferee shall be joint and several. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency, and if understated by more than two percent (2%), Tenant shall pay Landlord’s costs of such audit. Notwithstanding anything to the contrary contained in this Article 14, Landlord, at its option in its sole and absolute discretion, may require, as a condition to the validity of any Transfer, that both Tenant and such Transferee enter into a separate written agreement directly with Landlord (a “Transfer Agreement”“), which Transfer Agreement, among other things, shall create privity of contract between Landlord and such Transferee with respect to the provisions of this Article 14, and shall contain such terms and provisions as Landlord may reasonably require, including, without limitation, the following: (aA) such Transferee’s agreement to be bound by all the obligations of Tenant under this Lease (including, but not limited to, Tenant’s obligation to pay Rent), provided that, in the event of a Transfer of less than the entire Premises, the obligations to which such Transferee shall agree to be so bound shall be prorated on a basis of the number of rentable square feet of the Subject Space in proportion to the number of square feet in the Premises; (bB) such Transferee’s acknowledgment of, and agreement that such Transfer shall be subordinate and subject to, Landlord’s rights under Section 19.3 of this Lease; and (cC) Tenant’s and such Transferee’s recognition of and agreement to be bound by all the terms and provisions of this Article 14, including, but not limited to, any such terms and provisions which Landlord, at its option, requires to be expressly set forth in such Transfer Agreement. Upon the occurrence of any default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of Tenant, to pursue any or all of the remedies available to Tenant under such Transfer or at law or in equity (all of which remedies shall be distinct, separate and cumulative).