Common use of Landlord Consent Clause in Contracts

Landlord Consent. The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 7.1 hereof, as applicable, with respect to any subsequent assignment or subletting. Excluding the transfers described in Section 7.3, Tenant further agrees to submit any and all instruments of assignment and sublease to Landlord (other than with regard to Affiliates) at least ten (10) days in advance for Landlord’s prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed but which instruments, as an express condition precedent to Landlord’s prior approval, shall provide that (i) such sublease or assignment is subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof, (ii) such assignee or sublessee shall conduct a business in the Premises that is a Permitted Use pursuant to Article 6 of this Lease, (iii) in the case of an assignment, such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder arising after the effective date of the assignment, (iv) in the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee, (v) Landlord’s consent to such assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and (vi) Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Article 7, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease. With respect to any written request from Tenant for an assignment, sublease or transfer of any interest in this Lease, Landlord shall respond to Tenant’s written request for Landlord’s consent thereto within ten (10) days of Landlord’s receipt of such request. Failure to respond within such ten (10) day period shall be deemed approval of such assignment, sublease or transfer.

Landlord Consent. The consent undersigned (“Landlord”) is the Landlord under the Prime Lease and in that capacity hereby consents to this Amended and Restated Sublease Agreement (the “Sublease”) between Environ Products, Inc. (“Sublessor”) and Adolor Corporation (“Sublessee”). Landlord hereby consents and approves to the alterations and improvements specified on Exhibit “D” to the Sublease. Landlord specifically agrees that if Sublessor is not in default under the terms of the Sublease, and the Prime Lease is for any reason terminated between Landlord and Sublessor, that Landlord shall not terminate the Sublease, but rather the Sublease shall continue in accordance with its terms, and be treated by Landlord to any assignment or subletting and Sublessee as a lease directly between Landlord, as landlord, and Sublessee, as Tenant. Landlord specifically agrees that Sublessee shall only be responsible for performing those obligations specifically contained in the Sublease, including only those obligations specifically incorporated into the Sublease from the Prime Lease under Paragraph 5 of the Sublease (as same may be limited by the terms of this Agreement), and Sublessee shall not be construed responsible for performing any other obligations of Sublessor, as a waiver or release of Tenant from any Tenant, under the Prime Lease. If this Prime Lease is terminated and the Sublease continues, Landlord shall provide all liability the Sublessor Services to Sublessee which were to have been provided by Sublessor under the Sublease to Sublessee, and further, Landlord shall comply, for the performance benefit of all covenants and obligations to be performed by Tenant under this Lease nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 7.1 hereof, as applicableSublessee, with respect to any subsequent assignment or subletting. Excluding the transfers described in Section 7.3, Tenant further agrees to submit any and all instruments of assignment and sublease to Landlord (other than with regard to Affiliates) at least ten (10) days in advance for Landlord’s prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed but which instruments, as an express condition precedent to Landlord’s prior approval, shall provide that (i) such sublease or assignment is subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof, (ii) such assignee or sublessee shall conduct a business in the Premises that is a Permitted Use pursuant to Article 6 of this Lease, (iii) in the case of an assignment, such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder arising after the effective date of the assignment, (iv) in the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee, (v) Landlord’s consent to such assignment or sublease does not affect the obligations of Landlord or Tenant and rights of the “Tenant” under this LeaseParagraphs 7, and (vi) Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to 9, 14, 15, 16 of the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Prime Lease. The foregoing shall All capitalized terms used but not be construed as limiting or waiving Landlord’s right, under this Article 7, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease. With respect to any written request from Tenant for an assignment, sublease or transfer of any interest defined in this LeaseLandlord Consent shall have the meaning specified in this Agreement. Landlord: M3 Partners, Landlord shall respond to Tenant’s written request for Landlord’s consent thereto within ten (10) days of Landlord’s receipt of such request. Failure to respond within such ten (10) day period shall be deemed approval of such assignment, sublease or transfer.LP By

Landlord Consent. Tenant shall not sublet the Demised Premises or any part thereof, or assign, mortgage or hypothecate, or otherwise encumber this Lease or any interest therein nor grant concessions or licenses for the occupancy of the Demised Premises or any part thereof, without Xxxxxxxx’s prior written consent, which consent may be withheld in Landlord’s sole discretion. Any attempted transfer, assignment or subletting shall be void and confer no rights upon any third person. No assignment or subletting shall relieve Tenant of any obligations herein. The consent by Landlord to any transfer, assignment or subletting shall not be construed as deemed to be a waiver or release on the part of Tenant from Landlord of any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease nor shall the collection or acceptance of rent from prohibition against any assigneefuture transfer, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 7.1 hereof, as applicable, with respect to any subsequent assignment or subletting. Excluding the transfers described in Section 7.3No transfer, or subletting shall be effective unless and until (x) Tenant further agrees to submit any and all instruments of assignment and sublease to Landlord (other than with regard to Affiliates) at least ten (10) days in advance for Landlord’s prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed but which instruments, as an express condition precedent gives notice thereof to Landlord’s prior approval, shall provide that (i) such sublease or assignment is subject and subordinate to this Lease in all respects, and to any amendments(y) the transferee, modifications, renewals, extensions or expansions hereof, (ii) such assignee or sublessee shall conduct deliver to Landlord (1) a business written agreement in the Premises that is a Permitted Use form and substance satisfactory to Landlord pursuant to Article 6 of this Lease, (iii) in which the case of an assignment, such transferee or assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder arising after the effective date of the assignment, (iv) in the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee, (v) Landlord’s consent to such assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and (vi2) Landlord’s consent to such a copy of the assignment agreement or sublease shall not be construed to mean that Landlord has approved any plans sublease. A restructuring, reorganization, sale of substantial assets, merger, recapitalization or specifications for renovations to the Premises intended debt issuance by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s rightTenant (each, under this Article 7, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease. With respect to any written request from Tenant for an assignment, sublease or transfer of any interest in this Lease, Landlord shall respond to Tenant’s written request for Landlord’s consent thereto within ten (10a “Recapitalization”) days of Landlord’s receipt of such request. Failure to respond within such ten (10) day period shall be deemed approval a transfer, assignment or subletting under this Section, requiring Xxxxxxxx’s prior written consent (failure to obtain which shall, in addition to the foregoing, give Landlord the right to terminate this Lease and shall constitute a Default hereunder) if Tenant’s tangible net worth (as determined under generally accepted accounting principles consistently maintained but without taking into account any increases in the book value of Tenant’s assets or recognition of gain or intangible assets resulting from such assignmentRecapitalization) is reduced. Tenant may not enter into any lease, sublease sublease, license, concession or transferother agreement for use, occupancy or utilization of space in the Demised Premises which provides for a rental or other payment for such use, occupancy or utilization based in whole or in part on the net income or profits derived by any person from the property leased, occupied or utilized, or which would require the payment of any consideration which would not fall within the definition of “rents from real property” as that term is defined in Section 856(d) of the Internal Revenue Code of 1986, as amended.

Landlord Consent. The Tenant will not make any alterations, installations, changes, replacements, additions or improvements, structural or otherwise (collectively, "Alterations") in or to the Demised Premises or any part thereof, without the prior written consent of Landlord, which may be granted or withheld for structural Alterations and Alterations which would be visible from the exterior of the Building. Any construction up-gradings required by Landlord to any assignment governmental authority as a result of said Alterations, either in the Demised Premises or subletting in any other part of the Building, will be paid for by Tenant. Tenant shall not be construed as a waiver install any equipment of any nature whatsoever which may affect the insurance rating of the Building, or release which may necessitate any changes, replacements or additions to the plumbing system, heating system, air-conditioning system or the electrical system of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease nor shall Demised Premises, without the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 7.1 hereof, as applicable, with respect to any subsequent assignment or subletting. Excluding the transfers described in Section 7.3, Tenant further agrees to submit any and all instruments of assignment and sublease to Landlord (other than with regard to Affiliates) at least ten (10) days in advance for Landlord’s prior written approvalconsent of Landlord, which approval may be granted or withheld in Landlord's sole discretion. Tenant shall not pay all costs to make such changes, replacements or additions. Any approved Alterations shall be unreasonably withheldmade by licensed and bonded contractors and mechanics approved by Landlord, conditioned or delayed but which instruments, as an express condition precedent to Landlord’s prior approval, shall provide that in accordance with (i) such sublease or assignment is subject the applicable laws and subordinate to this Lease in all respects, and to ordinances of any amendments, modifications, renewals, extensions or expansions hereofpublic authority having jurisdiction over the Building, (ii) the building code and zoning regulations of any such assignee or sublessee shall conduct a business in the Premises that is a Permitted Use pursuant to Article 6 of this Leaseauthority, and (iii) in the case of an assignment, such assignee is bound any rules and regulations established from time to time by the terms and conditions of this Lease and assumes all Underwriters Association of the obligations local area. Prior to commencing construction of any approved Alteration, Tenant shall obtain any necessary building permits and liabilities shall deliver copies of such permits to Landlord. Landlord, in Landlord's sole discretion, may require as a condition precedent to the commencement of construction of any Alterations that Tenant hereunder arising after the effective date of the assignment, (ivfurnish evidence to Landlord that Tenant and Tenant's contractors carry insurance as specified in Sections 19(b)and 19(d) in the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord hereof and such sublesseeadditional insurance as Landlord may reasonably require. All Alterations shall be performed in a good and workmanlike manner, nor does it create any liability of Landlord to such sublessee, (v) Landlord’s consent to such assignment using building standard materials. All Alterations shall be performed without interference with the work or sublease does not affect the obligations business operations of Landlord or of the other tenants of the Building. Tenant under this Lease, and (vi) Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Article 7, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease. With respect to any written request from Tenant for an assignment, sublease or transfer of any interest in this Lease, Landlord shall respond to Tenant’s written request for Landlord’s consent thereto within ten (10) days of Landlord’s receipt of such request. Failure to respond within such ten (10) day period 's contractors shall be deemed approval responsible for the transportation, safe-keeping and storage of materials and equipment used in the performance of Alterations and for the removal of waste and debris resulting from the performance of Alterations (it being agreed that prior to removal, all such assignmentmaterials, sublease or transferequipment, waste and debris shall be stored safely by Tenant within the Demised Premises).

Landlord Consent. The consent by Landlord Notwithstanding anything to any assignment or subletting shall not be construed as a waiver or release of Tenant from any the contrary contained in this Sublease, this Sublease is subject to and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. contingent upon Landlord’s written consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 7.1 hereof, as applicable, with respect to any subsequent assignment or subletting. Excluding the transfers described in Section 7.3, Tenant further agrees to submit any and all instruments of assignment and sublease to Landlord (other than with regard to Affiliates) at least ten (10) days in advance for Landlord’s prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed but which instruments, as an express condition precedent to Landlord’s prior approval, shall provide that (i) such sublease or assignment is subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof, (ii) such assignee or sublessee shall conduct a business in the Premises that is a Permitted Use pursuant to Article 6 of this Lease, (iii) in the case of an assignment, such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder arising after the effective date of the assignment, (iv) in the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee, (v) Landlord’s consent to such assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and (vi) Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted Sublease in accordance with the terms of this LeaseMaster Lease (the “Consent”), which Sublandlord shall attempt to obtain with commercially reasonable diligence, at its sole cost and expense, by no later than January 22, 2018. The foregoing shall not be construed as limiting or waiving LandlordSublandlord acknowledges that Subtenant may decline to execute any proposed Consent, and at Subtenant’s rightoption, under this Article 7, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease. With respect to any written request from Tenant for an assignment, sublease or transfer of any interest in this Lease, Landlord shall respond to Tenant’s written request for Landlord’s consent thereto within ten (10) days of Landlord’s receipt of such request. Failure to respond within such ten (10) day period the Consent shall be deemed not to have been delivered, in which Landlord does not (1) conceptually consent (subject to final review and approval of the specific plans therefor) to the installation by Subtenant of (x) Subtenant’s proposed security system as described in Section 5(d) above and (y) the Modular Offices in accordance with Section 14(b)(i) (2) approve of the Term of this Sublease as it may be extended in accordance with Section 2(a) above and (3) inform Subtenant if the Modular Offices will need to be removed at the end of the Term of this Sublease. If a fully executed Consent is not delivered by Landlord, or is deemed not to have been delivered in accordance with this Section 26 above (a “Deemed Consent Failure”), by January 31, 2018, then either party hereto will have the right to terminate this Sublease by providing written notice to the other any time prior to the delivery by Landlord to Sublandlord and Subtenant of a fully executed Consent (provided, however, that Sublandlord’s ability to terminate this Sublease pursuant to the provisions of this sentence shall be conditioned upon Sublandlord having used diligent good faith efforts to obtain the Consent from Landlord) and, upon such assignmenttermination, sublease this Sublease shall automatically become null and void and of no further force and effect and Sublandlord and Subtenant shall have no further obligations or transferliabilities hereunder. Notwithstanding anything to the contrary contained herein, Sublandlord shall not have the right to terminate this Sublease in accordance with this Section 26 in the event of a Deemed Consent Failure.

Landlord Consent. The consent by Without otherwise limiting the criteria upon which Landlord may withhold its consent, Landlord shall be entitled to any assignment consider all reasonable criteria including, but not limited to, the following: (1) whether or subletting shall not the proposed subtenant or assignee is engaged in a business which, and the use of the Premises will be construed as a waiver or release of Tenant from any in an manner which, is in keeping with the then character and all liability for the performance nature of all covenants and obligations other tenancies in the Building, (2) whether the use to be performed made of the Premises by Tenant the proposed subtenant or assignee will conflict with any so-called “exclusive” use then in favor of any other tenant of the Building, and whether such use would be prohibited by any other portion of this Lease, including, but not limited to, any rules and regulations then in effect, or under this Lease nor shall applicable laws, and whether such use imposes a greater load upon the collection Premises and the Building services then imposed by Tenant, (3) the business reputation of the proposed individuals who will be managing and operating the business operations of the assignee or acceptance subtenant, and the long-term financial and competitive business prospects of rent from any assigneethe proposed assignee or subtenant, transferee (4) the creditworthiness and financial stability of the proposed assignee or subtenant constitute a waiver or release in light of Tenant from the responsibilities involved, and (5) whether such transaction will require the making of any Alterations to the Premises (and if so, the nature and preliminary design of such Alterations). In any event, Landlord may withhold its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not sublease, if (i) the actual use proposed to be construed as relieving Tenant from conducted in the obligation of complying Premises or portion thereof conflicts with the provisions of Section 7.1 hereof, as applicable, 2.1 above or with respect any other lease which restricts the use to which any subsequent assignment or subletting. Excluding space in the transfers described in Section 7.3, Tenant further agrees to submit any and all instruments of assignment and sublease to Landlord (other than with regard to Affiliates) at least ten (10) days in advance for Landlord’s prior written approval, which approval shall not Building may be unreasonably withheld, conditioned or delayed but which instruments, as an express condition precedent to Landlord’s prior approval, shall provide that (i) such sublease or assignment is subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereofput, (ii) such assignee or sublessee shall conduct a business in the Alterations to the Premises that is a Permitted Use pursuant required for the assignment or subletting are not acceptable to Landlord in accordance with its approval rights, if applicable, as set forth in Article 6 of this Lease8 above, (iii) in the case of an assignment, such assignee is bound by the terms and conditions of this Lease and assumes all portion of the obligations Premises proposed to be sublet is irregular in shape and/or does not permit safe or otherwise appropriate means of ingress and liabilities of Tenant hereunder arising after the effective date of the assignmentegress, or does not comply with governmental safety and other codes, (iv) in the case of proposed subtenant or assignee is either a subleasegovernmental agency or an instrumentality thereof, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee, or (v) the proposed subtenant or assignee, or any person or entity which directly or indirectly, controls, is controlled by, or is under common control with, the proposed subtenant or assignee, either (x) occupies space in the Project at the time of the request for consent, or (y) is negotiating with Landlord or has negotiated with Landlord during the six (6) month period immediately preceding the date Landlord receives Tenant’s request for consent, to lease space in the Project and Landlord has space of comparable size and quality available for lease during the relevant period. As a further condition to any rights Tenant may have under this Lease to sublet all or any portion of the Premises, Tenant shall offer space for sublease at a starting base rental rate no lower than Landlord’s consent to such assignment or then current highest asking base rental rate for other space in the Building which is then on the market for direct lease. If there is space in the Project then currently on the market for direct lease, Tenant shall offer the space for sublease does not affect at a starting base rental rate no lower than a rate which is the obligations average of Landlord or Tenant under this Lease, and (vi) Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Article 7, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease. With respect to any written request from Tenant for an assignment, sublease or transfer of any interest in this Lease, Landlord shall respond to Tenant’s written request starting rate for Landlord’s consent thereto last two new leases and/or renewals in the Project within ten the last six months, or if there is no space in the Project for direct Lease (10) days or if Landlord has not entered into a direct lease of Landlordspace in the Project within the six months preceding Tenant’s receipt of such request. Failure to respond within such ten (10) day period proposed sublease), then Tenant shall be deemed approval of such assignment, offer the space for sublease or transferat a starting base rental rate no lower than the fair market rental rate.

Landlord Consent. Landlord hereby consents to Tenant’s grant or conveyance of a mortgage, deed of trust, lien or other encumbrance (a “Leasehold Mortgage”) of the leasehold interest or other estate created by this Lease, in favor of Xxxxxxx Xxxxx Specialty Lending Group, L.P., as agent for certain lenders (together with their respective successors and assigns, “Leasehold Mortgagee”) and recording or filing of the same along with a memorandum of lease or other evidence of Tenant’s estate in the real property records where Leased Premises is located, as security for certain loans and other financial accommodations made to Tenant or its affiliates, together with a lien on or security interest in all of Tenant’s right, title, and interest in and to Tenant’s equipment, personal property and trade fixtures that now or hereafter may constitute a part of the leasehold improvements, title to which are vested in Tenant or which may be located at or on the Leased Premises (collectively, the “Pledged Collateral”), and Tenant’s pledge of the equity or ownership interests of Tenant (the “Equity Pledge”) in favor of Leasehold Mortgagee; provided, however, Leasehold Mortgagee hereby acknowledges and agrees that Leasehold Mortgagee shall have no security interest nor any other interest or rights in Landlord’s fee interest in the Leased Premises, and Leasehold Mortgagee hereby waives and relinquishes any such interests and rights. The Pledged Collateral shall not include the Improvements, other improvements, seats, seat stanchions, fixtures, or building systems. Landlord’s foregoing consent by Landlord to any assignment or subletting shall not be construed as a waiver deemed consent to any further lien or release encumbrance of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease nor shall the collection and if Tenant seeks to grant any such further lien or acceptance of rent from any assigneeencumbrance, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. it must first obtain Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from on the obligation of complying with the provisions of Section 7.1 hereof, as applicable, with respect to any subsequent assignment or subletting. Excluding the transfers described terms and conditions set forth in Section 7.3, Tenant further agrees to submit any and all instruments of assignment and sublease to Landlord (other than with regard to Affiliates) at least ten (10) days in advance for Landlord’s prior written approvalthis Lease, which approval consent shall not be unreasonably withheld, conditioned or delayed but which instrumentsdelayed. Any Leasehold Mortgagee may enforce its rights under the Leasehold Mortgage and acquire title to Tenant’s leasehold estate in any lawful way, as an express condition precedent to Landlordand pending foreclosure of such Leasehold Mortgage, may take possession of and rent the Leased Premises after accepting assignment of and assuming Tenant’s prior approval, shall provide that (i) such sublease or assignment is subject and subordinate to obligations under this Lease in all respects, and to curing any amendments, modifications, renewals, extensions or expansions hereof, (ii) such assignee or sublessee shall conduct a business in the Premises that is a Permitted Use pursuant to Article 6 of Tenant default then existing under this Lease, (iii) and upon foreclosure or conveyance in lieu of foreclosure thereof may, subject to written consent of Landlord, sell and assign Tenant’s leasehold estate by assignment in which the assignee shall expressly assume and agree to observe and perform all the covenants, duties and obligations of Tenant herein in this Lease, whenever arising or accruing. Upon any such assignment, the Leasehold Mortgagee shall have no liability under this Lease for obligations arising after said assignment. Leasehold Mortgagee shall be liable to perform the obligations herein imposed on Tenant only during the period such person has possession or ownership of the leasehold estate. Nothing contained in the case Leasehold Mortgage shall release or be deemed to relieve Tenant from full and faithful observance and performance of an assignmentits covenants herein contained or from any liability for the nonobservance or nonperformance thereof, such assignee is bound by nor be deemed to constitute a waiver of any rights of Landlord, and the terms terms, covenants and conditions of this Lease and assumes all shall control in case of any conflict with the provisions of the obligations Leasehold Mortgage. Landlord acknowledges that Tenant’s equity interests are being encumbered pursuant to the Equity Pledge and liabilities of Tenant hereunder arising after that Leasehold Mortgagee is the effective date beneficiary thereunder and that in its capacity as a pledgee shall be granted a collateral assignment in and to all rights of the assignment, (iv) pledged interests and all distributions and profits in the case of a sublease, (A) Landlord is notconnection therewith, and will not become, a party Leasehold Mortgagee and its successors and assigns shall be entitled to such sublease, assign its respective rights with respect to the Equity Pledge and (B) the pledged interests to any successor or assignee without Landlord’s consent to prior consent; provided, however, that in no event shall any such sublease does not create a contractual relationship between Landlord and such sublesseeencumbrance upon, nor does it create any liability or collateral assignment of, Tenant’s equity interests ever affect or diminish the right of Landlord to such sublesseereceive, (v) Landlord’s consent to such assignment or sublease does not affect excuse the payment of, rentals and other obligations of Landlord or Tenant under this Lease. Further, and (vi) Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to promptly upon the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms termination of this Lease. The foregoing , Tenant shall not be construed as limiting or waiving Landlord’s right, under this Article 7, use its commercially reasonable efforts to consent cause Leasehold Mortgagee to an assignment, transfer, mortgage or other encumbrance execute and record in the real estate records of this Lease. With both Los Angeles and San Bernardino County a Substitution of Trustee and Full Reconveyance with respect to any written request from Tenant for an assignment, sublease Leasehold Mortgage affecting all or transfer any portion of any interest in this Lease, Landlord shall respond to Tenant’s written request for Landlord’s consent thereto within ten (10) days of Landlord’s receipt of such request. Failure to respond within such ten (10) day period shall be deemed approval of such assignment, sublease or transferthe Leased Premises.

Landlord Consent. The consent by Landlord to any assignment or subletting Tenant shall not be construed as a waiver make or release of Tenant from any and all liability for the performance of all covenants and obligations allow to be performed by Tenant under this Lease nor shall made any alterations or additions in or to the collection or acceptance Premises without first obtaining the written consent of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this LeaseLandlord. Landlord’s consent to any assignment or subletting shall will not be construed as relieving Tenant from the obligation of complying with the provisions of Section 7.1 hereof, as applicable, unreasonably withheld or delayed with respect to proposed alterations and additions which: (i) comply with all applicable laws, ordinances, rules and regulations; (ii) are compatible with the Building and its mechanical, electrical, HVAC and life safety systems; (iii) will not affect the structural portions of the Building (provided, however, Landlord shall not unreasonably withhold consent to the construction of an internal staircase in accordance with and subject to the terms and conditions of the Work Letter); (iv) will not interfere with the use and occupancy of any subsequent assignment or sublettingother portion of the Building by any other tenant; and (v) will not trigger any additional costs to Landlord. Excluding Specifically, but without limiting the transfers described in Section 7.3generality of the foregoing, Tenant further agrees to submit any and all instruments of assignment and sublease to Landlord (other than with regard to Affiliates) at least ten (10) days in advance for Landlord’s prior written approval, right of consent (which approval shall not be unreasonably withheld) shall encompass plans and specifications for proposed alterations or additions, conditioned construction means and methods, the identity of any contractor or delayed but which instrumentssubcontractor to be employed on the work of alterations or additions, as an express condition precedent and the time for performance of such work. Tenant shall supply to Landlord any additional documents and information requested by Landlord in connection with Tenant’s request for consent hereunder. Notwithstanding the foregoing or anything to the contrary contained elsewhere in this Article 8, Tenant shall have the right, without Landlord’s prior approvalconsent, shall provide to make any alteration that (i) such sublease or assignment is subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof, (ii) such assignee or sublessee shall conduct a business in the Premises that is a Permitted Use pursuant to Article 6 of this Lease, (iii) in the case of an assignment, such assignee is bound by the terms and conditions of this Lease and assumes meets all of the obligations following criteria (a “Cosmetic Alteration”): (a) the alteration is decorative in nature (such as paint, carpet or other wall or floor finishes, movable partitions or other such work) or is limited to Tenant’s data and liabilities of communications cabling, (b) Tenant hereunder arising after the effective date provides Landlord with ten (10) days’ advance written notice of the assignmentcommencement of such alteration, (ivc) in the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee, (v) Landlord’s consent to such assignment or sublease alteration does not affect the obligations Building’s electrical, mechanical, life safety, plumbing, security, or HVAC systems or any other portion of Landlord the base building or Tenant under this Leaseany part of the Building other than the Premises, (d) the work will not decrease the value of the Premises, uses only new or like-new materials comparable in quality to those being replaced and is performed in a xxxxxxx like manner and in accordance with all legal requirements, and (vie) Landlordthe cost of such alteration does not exceed Ten Thousand Dollars ($10,000.00) per project. At the time Tenant notifies Landlord of any Cosmetic Alteration, Tenant shall give Landlord a copy of Tenant’s consent to plans for the work. If the Cosmetic Alteration is of such assignment or sublease shall a nature that formal plans will not be construed to mean that prepared for the work, Tenant shall provide Landlord has approved any plans or specifications for renovations to with a reasonably specific written description of the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Article 7, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease. With respect to any written request from Tenant for an assignment, sublease or transfer of any interest in this Lease, Landlord shall respond to Tenant’s written request for Landlord’s consent thereto within ten (10) days of Landlord’s receipt of such request. Failure to respond within such ten (10) day period shall be deemed approval of such assignment, sublease or transferwork.

Landlord Consent. The consent by Landlord to any assignment Except as provided in Section 17b below, Tenant may not assign or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under encumber this Lease nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 7.1 hereof, as applicable, with respect to any subsequent assignment or subletting. Excluding the transfers described in Section 7.3, Tenant further agrees to submit any and all instruments of assignment and sublease to Landlord (other than with regard to Affiliates) at least ten (10) days in advance for Landlord’s prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed but which instruments, as an express condition precedent to Landlord’s prior approval, shall provide that (i) such sublease or assignment is subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof, (ii) such assignee or sublessee shall conduct a business interest in the Premises that is a Permitted Use pursuant to Article 6 of this Lease, (iii) in the case of an assignment, such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder arising after the effective date of the assignment, (iv) in the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee, (v) Landlord’s consent to such assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and may not sublet all or any part of the Premises, without first obtaining the written consent of Landlord, which consent shall not be withheld unreasonably. Factors which Landlord may consider in deciding whether to consent to an assignment or sublease include (without limitation), (i) the creditworthiness of the assignee or sublessee, (ii) the proposed use of the Premises, (iii) whether there is other vacant space in the Building, (iv) whether the assignee or sublessee will vacate other space owned by Landlord, (v) whether Landlord is negotiating with the proposed sublessee or assignee for a lease of other space owned by Landlord, and (vi) Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended or special services required by such the assignee or sublessee and sublessee. Landlord will not consent to an assignment or sublease that any such work to the Premises must be conducted might result in accordance a use that conflicts with the terms rights of this Leaseany existing tenant. The foregoing One consent shall not be construed as limiting the basis for any further consent. The term "assignment" shall be defined and deemed to include the following: (a) if Tenant is a partnership, the withdrawal or waiving Landlord’s rightchange, under this Article 7whether voluntary, to consent to involuntary or by operation of law, of partners owning 30% or more of the partnership, or the dissolution of the partnership; (b) if Tenant consists of more than one person, an assignment, transferwhether voluntary, mortgage involuntary, or by operation of law, by one person to one of the other persons that is a Tenant; (c) if Tenant is a corporation, any dissolution or reorganization of Tenant, or the sale or other encumbrance of this Lease. With respect to any written request from Tenant for an assignment, sublease or transfer of any a controlling percentage (hereafter defined) of capital stock of Tenant other than to an affiliate or subsidiary or the sale of more than 50% in value of the assets of Tenant; and (d) if Tenant is a limited liability company, the change of members whose interest in this Leasethe company is more than 50%. The phrase "controlling percentage" means the ownership of, Landlord shall respond and the right to vote, stock possessing more than 50% of the total combined voting power of all classes of Tenant's capital stock issued, outstanding and entitled to vote for the election of directors, or such lesser percentage as is required to provide actual control over the affairs of the corporation; except that, if the Tenant is a publicly traded company, public trades or sales of the Tenant’s written request for Landlord’s consent thereto within ten (10) days stock on a national stock exchange shall not be considered an assignment hereunder even if the aggregate of Landlord’s receipt the trades of such request. Failure to respond within such ten (10) day period shall be deemed approval sales exceeds 50% of such assignment, sublease or transferthe capital stock of the company.

Landlord Consent. The consent by Landlord to Neither Subtenant nor Sublandlord shall have any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Sublease until the consent of Landlord has been obtained in accordance with the Lease. Sublandlord shall use all due diligence and best efforts to obtain Landlord’s consent to any assignment this Sublease as soon as reasonably possible following Subtenant’s execution and delivery of this Sublease will promptly request, such consent and agrees that it will pay all administrative or subletting other fees expressly provided for in the Lease to be paid to Master Landlord in connection therewith or otherwise required to be paid by Master Landlord in connection with obtaining such consent. In the event that such consent has not been obtained by ___, 2007 (the “Outside Date”), then Subtenant shall not have the option to be construed as relieving Tenant from exercised in its sole and absolute discretion (a) to terminate this Sublease by notice to Sublandlord given within thirty (30) days following such Outside Date in which event this Sublease shall be deemed to be null and void and without force or effect, and the obligation of complying with parties shall have no further obligations or liabilities to the provisions of Section 7.1 hereof, as applicable, other with respect to any subsequent assignment this Sublease, or subletting(b) provided that Master Landlord has not denied its consent, Subtenant may extend the Outside Date for an additional period not to exceed thirty (30) days. Excluding the transfers described in Section 7.3, Tenant further agrees Sublandlord represents and warrants to submit any and all instruments of assignment and sublease to Landlord (Subtenant that other than with regard the consent of Master Landlord, no consent of any party is required for the Sublandlord to Affiliates) at least ten (10) days in advance for Landlord’s prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed but which instruments, as an express condition precedent to Landlord’s prior approval, shall provide that (i) such sublease or assignment is subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof, (ii) such assignee or sublessee shall conduct a business in the Premises to Subtenant hereunder. In the event that is a Permitted Use pursuant Subtenant so elects to Article 6 of terminate this LeaseSublease as aforesaid, (iii) then Sublandlord shall immediately return to Subtenant any amounts theretofore delivered to Sublandlord in the case of an assignment, such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder arising after the effective date of the assignment, (iv) in the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee, (v) Landlord’s consent to such assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and (vi) Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Article 7, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease. With respect to any written request from Tenant for an assignment, sublease or transfer of any interest in this Lease, Landlord shall respond to Tenant’s written request for Landlord’s consent thereto within ten (10) days of Landlord’s receipt of such request. Failure to respond within such ten (10) day period shall be deemed approval of such assignment, sublease or transferconnection herewith.

Landlord Consent. The consent by Landlord to any assignment or subletting Tenant shall not be construed as a waiver make or release of Tenant from any and all liability for the performance of all covenants and obligations suffer to be performed by Tenant under this Lease nor shall made any alterations, additions or improvements in, on or to the collection Premises or acceptance of rent from any assigneepart thereof (“Alterations”), transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 7.1 hereofother than Diminimus Changes, as applicabledefined below, with respect to any subsequent assignment or subletting. Excluding the transfers described in Section 7.3, Tenant further agrees to submit any and all instruments of assignment and sublease to Landlord (other than with regard to Affiliates) at least ten (10) days in advance for without Landlord’s prior written approvalconsent and approval by Landlord of Tenant’s designated contractor and major subcontractors performing the work of such Alterations and fully detailed and dimensioned plans and specifications pertaining to the work in question, which prepared and submitted by Tenant at its sole cost and expense. If Landlord fails to give its approval shall not be unreasonably withheld, conditioned or delayed but which instruments, as an express condition precedent to Landlord’s prior approval, shall provide that (i) such sublease or assignment is subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof, (ii) such assignee or sublessee shall conduct a business in the Premises that is a Permitted Use pursuant to Article 6 of this Lease, (iii) in the case of an assignment, such assignee is bound by the terms and conditions of this Lease and assumes all disapproval of the obligations Alterations as set forth on the proposed plans and liabilities of Tenant hereunder arising after the effective date of the assignment, (iv) in the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee, (v) Landlord’s consent to such assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and (vi) Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any contractors performing such work to the Premises must be conducted in accordance with the terms within fifteen (15) calendar days after receipt of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Article 7, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease. With respect to any written request from Tenant for an assignment, sublease or transfer of any interest in this Lease, Landlord shall respond to Tenant’s written request for Landlordapproval, Tenant may deliver an additional notice to Landlord specifying such failure by Landlord and stating, in bold 12 point, all cap type on such notice: “LANDLORD’S FAILURE TO RESPOND TO THIS REQUEST SHALL BE DEEMED LANDLORD’S CONSENT TO THE TENANT’S REQUESTED ALTERATIONS.” If Landlord does not approve or disapprove Tenant’s consent thereto proposed Alterations within ten five (105) business days of Landlord’s receipt of such requestsecond notice, then Tenant such failure shall constitute approval by Landlord of the work of the Alterations and the contractors designated by Tenant. Failure Subject to respond within such ten (10) day period the terms of Section 8.5 below, any Alterations in, on or to the Premises, except for Tenant’s trade fixtures and movable furniture and equipment, shall be deemed approval the property of Tenant during the Term and shall become the property of Landlord without compensation to Tenant upon the termination of this Lease. Landlord shall not unreasonably withhold or delay its consent to Alterations that (i) do not materially affect the structure of the Building or its electrical, plumbing, HVAC, security or other systems, (ii) are not visible from the exterior of the Premises and do not otherwise affect the exterior appearance of the Building, (iii) are consistent with Tenant’s Permitted Use hereunder; (iv) do not require any application to a political jurisdiction for rezoning, general plan amendment, variance, conditional use permit or architectural review approval, (v) will not interfere with the use and occupancy of any other portion of the Project by Landlord or by any other tenants or occupants or their invitees, or by any other party with the right to use any portion of the Project, (vi) comply with any ground lease, CC&Rs and Mortgages, (vii) do not increase the occupant density of the Premises in excess of the parking rights of Tenant, and (vii) do not adversely affect the value or marketability of the Premises in Landlord’s reasonable determination (or if required by any mortgagee holding a security interest in the Building, such assignment, sublease mortgagee). No consent of Landlord shall be required in connection with alterations which cost $10,000 or transfer.less annually and which comply with clauses (i) through (vi) in the previous sentence (“Diminimus Changes”)

Landlord Consent. The Tenant will not make any alterations, installations, changes, replacements, additions or improvements, structural or otherwise (collectively, “Alterations”) in or to the Demised Premises or any part thereof, without the prior written consent of Landlord, which may be granted or withheld for structural Alterations and Alterations which would be visible from the exterior of the Building. Any construction up-gradings required by Landlord to any assignment governmental authority as a result of said Alterations, either in the Demised Premises or subletting in any other part of the Building, will be paid for by Tenant. Tenant shall not install any equipment of any nature whatsoever which may affect the insurance rating of the Building, or which may necessitate any changes, replacements or additions to the plumbing system, heating system, air-conditioning system or the electrical system of the Demised Premises, without the prior written consent of Landlord, which may be construed as a waiver granted or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. withheld in Landlord’s consent sole discretion. Tenant shall pay all costs to any assignment make such changes, replacements or subletting additions. Any approved Alterations shall not be construed as relieving Tenant from the obligation of complying made by licensed and bonded contractors and mechanics approved by Landlord, in accordance with the provisions of Section 7.1 hereof, as applicable, with respect to any subsequent assignment or subletting. Excluding the transfers described in Section 7.3, Tenant further agrees to submit any and all instruments of assignment and sublease to Landlord (other than with regard to Affiliates) at least ten (10) days in advance for Landlord’s prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed but which instruments, as an express condition precedent to Landlord’s prior approval, shall provide that (i) such sublease or assignment is subject the applicable laws and subordinate to this Lease in all respects, and to ordinances of any amendments, modifications, renewals, extensions or expansions hereofpublic authority having jurisdiction over the Building, (ii) the building code and zoning regulations of any such assignee or sublessee shall conduct a business in the Premises that is a Permitted Use pursuant to Article 6 of this Leaseauthority, and (iii) in the case of an assignment, such assignee is bound any rules and regulations established from time to time by the terms and conditions of this Lease and assumes all Underwriters Association of the obligations local area. Prior to commencing construction of any approved Alteration, Tenant shall obtain any necessary building permits and liabilities shall deliver copies of Tenant hereunder arising after the effective date of the assignmentsuch permits to Landlord. Landlord, (iv) in the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent sole discretion, may require as a condition precedent to such sublease does not create a contractual relationship between the commencement of construction of any Alterations that Tenant furnish evidence to Landlord that Tenant and Tenant’s contractors carry insurance as specified in Sections 18(b) and 18(d) hereof and such sublesseeadditional insurance as Landlord may reasonably require. All Alterations shall be performed in a first-class manner, nor does it create any liability of Landlord to such sublessee, (v) Landlord’s consent to such assignment using first-class materials which are building standard. All Alterations shall be performed without interference with the work or sublease does not affect the obligations business operations of Landlord or of the other tenants of the Building. Tenant under this Lease, and (vi) Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Article 7, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease. With respect to any written request from Tenant for an assignment, sublease or transfer of any interest in this Lease, Landlord shall respond to Tenant’s written request for Landlord’s consent thereto within ten (10) days of Landlord’s receipt of such request. Failure to respond within such ten (10) day period contractors shall be deemed approval responsible for the transportation, safe-keeping and storage of materials and equipment used in the performance of Alterations and for the removal of waste and debris resulting from the performance of Alterations (it being agreed that prior to removal, all such assignmentmaterials, sublease or transferequipment, waste and debris shall be stored safely by Tenant within the Demised Premises).

Landlord Consent. The Except as expressly permitted by this Section 18, Tenant may not assign or encumber this Lease or its interest in the Premises arising under this Lease, and may not sublet all or any part of the Premises and may not grant any license, concession or other right of use or occupancy to any party other than Tenant (together, a “Transfer”) without first obtaining the written consent of Landlord. Landlord agrees not to unreasonably withhold, delay or condition its approval of any proposed Transfer to any proposed tenant. In making Landlord’s determination to approve or disapprove a proposed Transfer hereunder, Landlord and Tenant agree that Landlord may withhold its consent to any proposed Transfer, and such withholding of consent by Landlord to any assignment or subletting shall will not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations deemed to be performed unreasonable (1) if the proposed use of the Premises by Tenant under this Lease nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 7.1 hereof, as applicable, with respect to any subsequent assignment or subletting. Excluding the transfers described in Section 7.3, Tenant further agrees to submit any and all instruments of assignment and sublease to Landlord (other than with regard to Affiliates) at least ten (10) days in advance for Landlord’s prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed but which instruments, as an express condition precedent to Landlord’s prior approval, shall provide that (i) such sublease or assignment is subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof, (ii) such assignee or sublessee shall conduct a business subtenant is not consistent with and comparable to the use of comparable premises in the Premises that Comparable Buildings or is a Permitted Use pursuant to Article 6 not permitted by or would contravene any provision of this Lease, including without limitation, Sections 1.e and 4.a, or (iii2) in if the case of proposed assignee or subtenant shall be a government subdivision or agency, or a person or entity who enjoys a diplomatic or sovereignty immunity, or (3) the proposed assignee or subtenant is an assignment, such assignee is bound by the terms and conditions of this Lease and assumes all existing tenant of the obligations and liabilities of Tenant hereunder arising Building or a party with whom Landlord is currently negotiating, or (4) if the proposed sublease shall purport to be for a term, including renewal options, which will continue after the effective date expiration of the assignmentLease Term, or (iv5) if the proposed Transfer contains terms or provisions which are in conflict with the rights and benefits granted or reserved to Landlord under this Lease, or (6) if, in the case of a subleaseproposed assignment, the financial condition of the proposed assignee is not such as would provide Landlord with reasonable assurance that such proposed assignee shall be able to perform its obligations under this Lease as such obligations become due; provided, however, that if the proposed assignee has a minimum tangible net worth as determined by generally accepted accounting principles of at least $100,000,000.00, such proposed assignee’s financial condition shall be deemed acceptable to Landlord, or (A7) Landlord if Tenant is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee, (v) Landlord’s consent to such assignment or sublease does not affect the obligations of Landlord or Tenant in default under this Lease, . It is understood and (vi) Landlord’s consent to such assignment or sublease agreed that the reasons outlined above in the preceding sentence shall not be construed to mean that an exclusive list of reasonable bases upon which Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Leasemay withhold its consent. The foregoing One consent shall not be construed as limiting or waiving Landlord’s right, under this Article 7, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease. With respect to the basis for any written request from Tenant for an assignment, sublease or transfer of any interest in this Lease, Landlord shall respond to Tenant’s written request for Landlord’s consent thereto within ten (10) days of Landlord’s receipt of such request. Failure to respond within such ten (10) day period shall be deemed approval of such assignment, sublease or transferfurther consent.

Landlord Consent. The consent by Landlord to any assignment or subletting shall not be construed as have a waiver or release period of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 7.1 hereof, as applicable, with respect to any subsequent assignment or subletting. Excluding the transfers described in Section 7.3, Tenant further agrees to submit any and all instruments of assignment and sublease to Landlord (other than with regard to Affiliates) at least ten (10) days following such interview and receipt of such additional information (or twenty (20) days from the date of Tenant’s original notice if Landlord does not request additional information or an interview) within which to notify Tenant in advance for Landlord’s prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed but which instruments, as an express condition precedent to Landlord’s prior approval, shall provide writing that Landlord elects either (i) such to reasonably decline Tenant’s request to assign or sublease or assignment is subject and subordinate (taking into account Landlord’s obligation not to unreasonably withhold its consent), in which event this Lease shall remain in all respects, full force and to any amendments, modifications, renewals, extensions or expansions hereof, effect; (ii) such assignee or sublessee shall conduct a business in the Premises that is a Permitted Use pursuant to Article 6 of this Lease, (iii) in the case of an assignment, such assignee is bound by the terms and conditions of terminate this Lease and assumes all as to the space so affected as of the effective date specified by Tenant, in which event Tenant will be relieved of all obligations and liabilities of Tenant hereunder as to such space arising after the effective date of such termination and Tenant’s vacation and surrender of the assignmentPremises; or (iii) to permit Tenant to Assign this Lease or sublet such space, (iv) in subject, however, to prior written approval of the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee, (v) Landlord’s consent to such assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and (vi) Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such proposed assignee or sublessee and that any by Landlord, such work consent not to be unreasonably withheld so long as the use of the Premises must by such proposed assignee or sublessee would be conducted a Permitted Use, the proposed assignee or sublessee is of sound financial condition as determined by Landlord in accordance its reasonable discretion, the proposed assignee or sublessee executes such reasonable assumption documentation as Landlord shall require, and the proposed assignee or sublessee is not a party with whom with whom Landlord has negotiated regarding a prospective lease in the terms preceding ninety (90) days (which negotiations have included, at a minimum, submittal of a written conditional offer or a letter of intent and counter offer or counter letter of intent). If Landlord fails to notify Tenant in writing of such election within such period, Landlord shall be deemed to have waived option (ii) above, but written approval by Landlord of the proposed assignee or sublessee shall still be required. Failure by Landlord to approve a proposed subtenant or assignee shall not cause a termination of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Article 7, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease. With respect to any written request from Tenant for an assignment, sublease or transfer of any interest in this Lease, Landlord shall respond to Tenant’s written request for Landlord’s consent thereto within ten (10) days of Landlord’s receipt of such request. Failure to respond within such ten (10) day period shall be deemed approval of such assignment, sublease or transfer.

Landlord Consent. The consent by Landlord to any assignment or subletting Tenant shall not make or suffer to be construed as a waiver made any additional alterations, additions or release improvements (such alterations, additions or improvements that are made after the Commencement Date by or on behalf of Tenant from any and all liability for the performance of all covenants and obligations are herein referred to be performed by Tenant under this Lease nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 7.1 hereof, as applicable, with respect to any subsequent assignment or subletting. Excluding the transfers described in Section 7.3, Tenant further agrees to submit any and all instruments of assignment and sublease to Landlord (other than with regard to Affiliates) at least ten (10) days in advance for Landlord’s prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed but which instruments, individually as an express condition precedent to Landlord’s prior approval"Alteration," and collectively as the "Alterations", shall provide provided that no portion of the "HFC Work" (i) such sublease or assignment is subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof, (ii) such assignee or sublessee shall conduct a business as defined in the Premises that is a Permitted Use pursuant Amendment to Article 6 of this Lease, (iii) in the case of an assignment, such assignee is bound Work Letters by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder arising after the effective date of the assignment, (iv) in the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublesseeTenant dated as of the date hereof) shall be deemed an "Alteration") in, nor does it create any liability of Landlord to such sublessee, (v) Landlord’s consent to such assignment on or sublease does not affect the obligations of Landlord or Tenant under this Lease, and (vi) Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that the Building or any part thereof without the prior written consent of Landlord. Tenant's request for approval of any such work to the Premises must proposed Alterations shall be conducted in accordance with the terms accompanied by a full set of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Article 7, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease. With respect to any written request from Tenant complete plans and specifications for an assignment, sublease or transfer of any interest in this Lease, Landlord shall respond to Tenant’s written request such proposed Alterations for Landlord’s consent thereto 's review. If Landlord fails to approve or disapprove any proposed Alterations within ten (10) business days after receipt of Tenant's written request for approval, Tenant shall deliver to Landlord a second request for Landlord's consent to such Alterations, and failure of Landlord to give its disapproval within five (5) business days after receipt of Tenant's second written request for approval shall constitute approval by Landlord of such Alterations so long as Tenant's request includes the following statement in capitalized and boldfaced letters: BY FAILING TO RESPOND TO THIS REQUEST, YOU WILL BE DEEMED TO HAVE APPROVED THE ALTERATIONS DESCRIBED HEREIN. Alterations in, on or to the Premises or the Building, except for Tenant's trade fixtures and movable furniture and equipment, shall be the property of Tenant during the Term and shall become Landlord's property at the end of the Term without compensation to Tenant. Landlord shall exercise good faith business judgment in reviewing any request by Tenant for Landlord's consent to Alterations, and shall not unreasonably withhold or delay its consent to Alterations that (i) do not materially affect the structure of the Building or the Parking Garage or their respective electrical, plumbing, HVAC, security or other systems, (ii) are not visible from the exterior of the Building and do not otherwise affect the exterior appearance of the Building, (iii) are consistent with Tenant's Permitted Use hereunder; (iv) do not require any application to a political jurisdiction for rezoning, general plan amendment, variance, conditional use permit or architectural review approval, (v) will not interfere with the use and occupancy of any other portion of the Project by Landlord or by any other tenants or occupants or their invitees, or by any other party with the right to use any portion of the Project, (vi) comply with the Parking REA, the Initial CC&Rs, any other CC&Rs, any other Encumbrances, and any Mortgages, and (vii) do not adversely affect the value or marketability of Landlord’s receipt 's reversionary interest in the Premises and the Building upon termination or expiration of such request. Failure to respond within such ten (10) day period shall be deemed approval of such assignment, sublease or transferthis Lease.

Landlord Consent. The consent Seller Parties and the Purchaser agree to make good faith efforts to obtain the Consent of each Third Party under the agreements listed in Section 1 below prior to the Closing Date and, if so requested by Landlord the Purchaser in its sole discretion, such later date as determined by the Purchaser in its sole discretion; provided that in no event shall the Purchaser be required to agree to pay any amounts to any assignment Third Party to obtain the applicable Consent. In the event that, prior to the Closing Date or subletting such later date as determined by the Purchaser in its sole discretion, the Seller Parties and the Purchaser are able to obtain the Consent of a Third Party, the terms of which are satisfactory to the Purchaser in its sole discretion (including approval by the Purchaser, in its sole discretion, of any amounts payable to such Third Party (including, for the avoidance of doubt, any incremental increase in rent or storage and handling costs)), the Purchaser shall not be construed responsible for paying such amounts to the applicable Third Party. In the event that prior to the Closing Date or, if the Purchaser in its sole discretion elects to continue to seek the Consent of such Third Party following the Closing Date, such later date as determined by the Purchaser in its sole discretion, the Seller Parties and the Purchaser are unable to obtain the Consent of the applicable Third Party, the terms of which are satisfactory to the Purchaser in its sole discretion, notwithstanding anything contained in this Agreement to the contrary, RBS and Sempra Energy shall be solely responsible for, and shall (on a waiver or release of Tenant from several basis in accordance with their respective Indemnity Share) pay and discharge, and reimburse the Purchaser and its Affiliates for, any and all liability for fees, costs, payments, expenses, penalties, relocation costs, breakage costs and all other Damages relating to or arising from the performance failure to obtain or in connection with obtaining such Consent (except to the extent that the failure to obtain such Consent is determined by a final, non-appealable order of all covenants and obligations a court of competent jurisdiction (a “Final Determination”) to be performed by Tenant under this Lease nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 7.1 hereof, as applicable, with respect to any subsequent assignment or subletting. Excluding the transfers described in Section 7.3, Tenant further agrees to submit any and all instruments of assignment and sublease to Landlord (other than with regard to Affiliates) at least ten (10) days in advance for Landlord’s prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed but which instruments, as an express condition precedent to Landlord’s prior approval, shall provide that (i) such sublease or assignment is subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof, (ii) such assignee or sublessee shall conduct a business in the Premises that is a Permitted Use pursuant to Article 6 of this Lease, (iii) in the case of an assignment, such assignee is bound by the terms and conditions of this Lease and assumes all result of the obligations and liabilities of Tenant hereunder arising after the effective date of the assignment, (iv) in the case of a sublease, (A) Landlord is not, and will not become, a party Purchaser’s failure to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee, (v) Landlord’s consent to such assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and (vi) Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance make good faith efforts consistent with the terms of this LeaseSchedule 7.3(b)(iii), but subject to Purchaser’s right to determine in its sole discretion whether the terms of any Consent are satisfactory). The foregoing Seller Parties and the Purchaser agree to provide notice to each Third Party under the agreements listed in Section 2 below (the “Notice Leases”) prior to the Closing Date, which notice shall be in a form reasonably acceptable to the Seller Parties and the Purchaser. In the event that, at any time prior to, or within six (6) months following the Closing Date, any Third Party that is a party to a Notice Lease makes any assertion or claim in writing (including by facsimile or email) to the Seller Parties or to the Purchaser (and the Purchaser promptly provides a copy thereof to RBS and Sempra Energy), or the Purchaser certifies in writing (in accordance with Section 10.4 of this Agreement) to RBS and Sempra Energy that such Third Party has asserted or claimed, that such Third Party’s Consent is required under such Notice Lease in connection with the change in ownership of the tenant in connection with the transactions contemplated by this Agreement (a “Consent Claim”; and such Third Party an “Objecting Third Party”), the Seller Parties and the Purchaser shall make good faith efforts to obtain such Consent from such Objecting Third Party as promptly as possible and in any event prior to the date that is six (6) months following the later of the Closing Date and the date on which such Consent Claim is received or, if the Purchaser in its sole discretion elects to continue to seek the Consent of such Objecting Third Party following such six (6) month period, such later date as determined by the Purchaser in its sole discretion (the date until which such parties will seek such Consent being the “Consent Efforts End Date” with respect to such Notice Lease). In the event that, prior to the relevant Consent Efforts End Date, the Seller Parties and the Purchaser are able to obtain the Consent of such Objecting Third Party, the terms of which are satisfactory to the Purchaser in its sole discretion (including approval by the Purchaser, in its sole discretion, of any amounts payable to such Objecting Third Party (including, for the avoidance of doubt, any incremental increase in rent or storage and handling costs)), the Purchaser shall be responsible for paying such amounts to such Objecting Third Party. In the event that prior to the relevant Consent Efforts End Date, the Seller Parties and the Purchaser are unable to obtain the Consent of such Objecting Third Party, the terms of which are satisfactory to the Purchaser in its sole discretion, notwithstanding anything contained in this Agreement to the contrary, RBS and Sempra Energy shall be solely responsible for, and shall (on a several basis in accordance with their respective Indemnity Share) pay and discharge, and reimburse the Purchaser and its Affiliates for, any and all fees, costs, payments, expenses, penalties, relocation costs, breakage costs and all other Damages relating to or arising from the failure to obtain or in connection with obtaining such Consent (except to the extent that the failure to obtain such Consent is determined by a Final Determination to be the result of the Purchaser’s failure to make good faith efforts consistent with the terms of this Schedule 7.3(b)(iii), but subject to Purchaser’s right to determine in its sole discretion whether the terms of any Consent are satisfactory). For the avoidance of doubt, the Seller Parties shall not be construed as limiting or waiving Landlord’s right, have any liability to the Purchaser under this Article 7, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease. With Agreement in respect to any written request from Tenant for an assignment, sublease or transfer of any interest Notice Lease as a result of any failure to seek or obtain a consent under such Notice Lease if the relevant Third Party does not make a Consent Claim prior to, or within six (6) months following, the Closing Date. In no event shall the Seller Parties’ aggregate liability in connection with this Lease, Landlord shall respond to Tenant’s written request for Landlord’s consent thereto within ten (10Schedule 7.3(b)(iii) days of Landlord’s receipt of such request. Failure to respond within such ten (10) day period shall be deemed approval of such assignment, sublease or transferexceed $6,000,000.

Landlord Consent. The consent by Landlord to any assignment No such assignment, merger (including a triangular merger) (collectively “Mergers” and/or “Merger Entity”) or subletting shall not be construed as a waiver or sale of stock and/or Permitted Transfer will release of the Tenant from any its liability and all liability for the performance of all covenants and obligations to be performed by Tenant responsibility under this Lease nor shall and any assignment and/or Mergers will Single Tenant/Single Parcel Initial: [***] result in the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under and said assignee and/or Merger Entity being jointly and severally liable for the terms and condition in this Lease. Notwithstanding anything to the contrary in this Paragraph 19, Tenant shall be required to (a) give Landlord written notice prior to such assignment, merger (including a triangular merger), subletting, sale of stock to any party as described in Paragraph 19.E (Assignment and Subletting: Permitted Transfers), (b) execute Landlord’s consent to any assignment document prepared by Landlord reflecting the assignment, Merger or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 7.1 hereof, as applicable, with respect to any subsequent assignment or subletting. Excluding the transfers described in Section 7.3, Tenant further agrees to submit any Permitted Transfer and all instruments of assignment and sublease to Landlord (other than with regard to Affiliatesc) at least ten (10) days in advance for pay Landlord’s costs for processing said consent prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed but which instruments, as an express condition precedent to Landlord’s prior approval, shall provide that (i) such sublease or assignment is subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof, (ii) such assignee or sublessee shall conduct a business in the Premises that is a Permitted Use pursuant to Article 6 of this Lease, (iii) in the case of an assignment, such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder arising after the effective date of the assignmentsaid Permitted Transfer, (iv) in the case of a subleaseMerger, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee, (v) Landlord’s consent to such assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and (vi) Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Leasesublease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Article 7, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease. With respect to any written request from Tenant for an assignment, sublease or transfer of any interest in this Lease, Landlord shall respond to Tenant’s written request for Landlord’s consent thereto within ten (10) days of Landlord’s receipt of such request. Failure to respond within such ten (10) day period Nothing herein shall be deemed approval to permit (i) any assignee and/or Permitted Transferee to further assign this Lease or sublet all or any portion of the Premises or (ii) any subtenant to assign its interest in the sublease to any other party without Xxxxxxxx’s prior written consent. For all such assignmentconsents required in this Paragraph 19.F, sublease or transferTenant shall pay to Landlord, the Landlord’s Consent Fees as defined in Paragraph 8.G (Alterations and Additions: Processing and Administration Fees for Consent Documentation).

Landlord Consent. The consent by Landlord hereby consents to the Purchase Transaction, the “Change in Control” of Tenant resulting from the Purchase Transaction, and any assignment or subletting of Tenant’s right, title and interest in and to the Lease that may have occurred as a result of the Purchase Transaction. Additionally, Landlord hereby expressly consents to: 1) any subsequent transfer whereby DEP acquires the twenty percent (20%) Membership Interest of the Tenant (a “Subsequent Purchase Transaction”), not currently in the process of being purchased by DEP; 2) the “Change in Control” of Tenant resulting from the Subsequent Purchase Transaction, and 3) any assignment of Tenant’s right, title and interest in and to the Lease that may have occurred as a result of the Subsequent Purchase Transaction. Notwithstanding the foregoing, Landlord agrees that the Purchase Transaction and the Subsequent Purchase Transaction shall not be construed as a waiver or release of Tenant from render any and all liability for Option to Extend the performance of all covenants and obligations Lease Term that is granted to be performed by Tenant under this the Lease nor void or of no further effect and the same shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 7.1 hereof, as applicable, with respect to any subsequent assignment or subletting. Excluding the transfers described remain in Section 7.3, Tenant further agrees to submit any full force and all instruments of assignment and sublease to Landlord (other than with regard to Affiliates) at least ten (10) days in advance for Landlord’s prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed but which instruments, as an express condition precedent to Landlord’s prior approval, shall provide that (i) such sublease or assignment is subject and subordinate to this Lease in all respectseffect, and subject to any amendments, modifications, renewals, extensions or expansions hereof, (ii) such assignee or sublessee shall conduct a business in the Premises that is a Permitted Use pursuant to Article 6 of this Lease, (iii) in the case of an assignment, such assignee is bound by the terms and conditions of this Lease and assumes all the Lease. Moreover, the effectiveness of the obligations Consent to Change of Control associated with the Purchase Transaction and liabilities the Subsequent Purchase Transaction is expressly conditioned upon Tenant’s payment of Tenant hereunder arising after the Transfer Fee, Liquidated Damages and Attorney’s Fees, as more particularly set forth below, and Xx. Xxxxxx, Continuing Member, and Xx. Xxxxxxx executing that certain Guaranty of Lease, attached to the Second Amendment to Lease of even execution date and effective date herewith, which Guaranty of Lease will be added to the Lease as Exhibit D-1. For the avoidance of doubt, no additional Transfer Fees pursuant to Article 15.6(b) of the assignment, (iv) in the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee, (v) Landlord’s consent to such assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and (vi) Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted Liquidated Damages in accordance with Article 15.4 of the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Article 7, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease. With respect to any written request from Tenant for an assignment, sublease or transfer of any interest in this Lease, or Landlord shall respond consent pursuant to Tenant’s written request for Landlord’s consent thereto within ten (10) days Article 15.2 of Landlord’s receipt of such request. Failure to respond within such ten (10) day period the Lease shall be deemed approval of such assignment, sublease or transferrequired in connection with the Subsequent Purchase Transaction identified above.

Landlord Consent. The Except for an assignment permitted in Section 16.3 below, for which Landlord’s consent by Landlord shall not be necessary, Tenant shall not, without the prior written consent of Landlord, assign or mortgage this Lease or any interest therein or sublet the Premises or any part thereof. For the purposes of this Section, and except as otherwise provided in Section 16.3, the sale or assignment of a controlling interest in Tenant corporation shall be deemed an assignment, provided that such assignee assumes the obligations of Tenant and that such assignment shall not relieve Tenant of its obligations hereunder. As to any assignment or subletting sublease requiring Landlord’s consent, Landlord agrees that it shall not be construed as a waiver unreasonably withhold, condition or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of delay its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 7.1 hereof, as applicable, with respect to any subsequent assignment or subletting. Excluding the transfers described in Section 7.3, Tenant further agrees to submit any and all instruments of assignment and sublease to Landlord (other than with regard to Affiliates) at least ten (10) days in advance for Landlord’s prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed but which instruments, as an express condition precedent to Landlord’s prior approval, shall provide that (i) such sublease or assignment is subject and subordinate to this Lease in all respectsconsent, and to any amendments, modifications, renewals, extensions shall grant its approval or expansions hereof, (ii) such assignee or sublessee shall conduct a business in the Premises that is a Permitted Use pursuant to Article 6 of this Lease, (iii) in the case of an assignment, such assignee is bound by the terms and conditions of this Lease and assumes all disapproval of the obligations and liabilities of Tenant hereunder arising after the effective date of the assignmentproposed transferee, (iv) in the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee, (v) Landlord’s consent to such assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and (vi) Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Article 7, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease. With respect to any written request from Tenant for an assignment, sublease or transfer of any interest in this Lease, Landlord shall respond to Tenant’s written request for Landlord’s consent thereto within ten (10) days of LandlordTenant’s receipt request therefor accompanied by such information pertaining to the proposed sublessee or assignee as Landlord requests, provided the business of Tenant’s assignee or subtenant is not materially more hazardous than that of Tenant, it being understood that it shall not be unreasonable for Landlord to require, as a condition of such request. Failure consent, that fifty percent (50%) of any money or other economic consideration received by Tenant as a result of such subletting or assignment (the “Assignment Payment”), whether denominated as Rent under the sublease or otherwise, which exceeds, in the aggregate, the total sums which Tenant is obligated to respond within such ten pay Landlord under this Lease (10pro rated to reflect obligations allocable to that portion of the Premises subject to the sublease or assignment) day period shall be deemed approval payable to Landlord as Additional Rent under this Lease without affecting or reducing any other obligation of such assignment, sublease or transferTenant hereunder.

Landlord Consent. The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for If during the performance of all covenants and obligations to be performed by Tenant under this Lease nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 7.1 hereof, as applicable, with respect to any subsequent assignment or subletting. Excluding the transfers described in Section 7.3, Tenant further agrees to submit any and all instruments of assignment and sublease to Landlord (other than with regard to Affiliates) at least ten (10) days in advance for Landlord’s prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed but which instruments, as an express condition precedent to Landlord’s prior approval, shall provide that (i) such sublease or assignment is subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof, (ii) such assignee or sublessee shall conduct a business in the Premises that is a Permitted Use pursuant to Article 6 Term of this Lease, Tenant contemplates utilizing Hazardous Materials (iii) in the case of an assignment, such assignee is bound by the terms and conditions of or subleasing or assigning this Lease and assumes all to a subtenant or assignee who utilizes Hazardous Materials), Tenant shall obtain the prior written consent of Landlord. As a condition of granting such consent, Landlord may require, among other things, that (a) such substances be of the obligations type customarily used in offices and liabilities of Tenant hereunder arising after be used and maintained only in such quantities as are reasonably necessary for the effective date of the assignment, Permitted Use and in strict accordance with applicable Environmental Laws and manufacturer instructions therefor; (ivb) in the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee, (v) Landlord’s consent to such assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and (vi) Landlord’s consent to such assignment or sublease substances shall not be construed disposed of, released or discharged on the Project and shall be transported to mean that Landlord has approved any plans or specifications for renovations to and from the Premises intended by in compliance with all applicable Environmental Laws and as Landlord shall reasonably require; (c) any remaining such assignee substances shall be completely, properly and lawfully removed from the Premises, the Building and the Project upon expiration or sublessee earlier termination of this Lease; (d) such use shall not constitute a nuisance, danger or health risk to or disrupt the business of any other occupant of the Building or the Project; and (e) Tenant carry environmental insurance acceptable to Landlord, meeting the requirements of Sections 18.2 and 18.3, and naming Landlord as an additional insured. If any applicable Environmental Law or other ordinance or Landlord’s trash removal contractor requires that any such work substances be disposed of separately from ordinary trash, Tenant shall make arrangements, at Tenant’s expense, for such disposal directly with a qualified and licensed disposal company at a lawful disposal site and shall ensure that such disposal occurs frequently enough to prevent unnecessary storage of such substances on the Premises must Premises. At such times as Landlord may reasonably request, Tenant shall provide Landlord with a written list identifying any Hazardous Materials then used, stored or maintained upon the Premises, the use and approximate quantity of each such material, a copy of any Material Safety Data Sheet (“MSDS”) issued by the manufacturer thereof, written information concerning the removal, transportation, and disposal of the same, and such other information as Landlord may reasonably require or as may be conducted required by Environmental Laws. Landlord, at its option, and at Tenant’s expense, may cause an engineer selected by Landlord, to review (1) Tenant’s operations including, without limitation, materials used, generated, stored, disposed, and manufactured in accordance Tenant’s business; and (2) Tenant’s compliance with terms of this Section. Tenant shall provide the terms engineer with such information reasonably requested by the engineer to complete the review. The first such review may occur prior to or shortly following the commencement of the Term of this Lease. The foregoing Thereafter, such review shall not be construed as limiting or waiving Landlord’s right, under this Article 7, to consent to an assignment, transfer, mortgage or occur more frequently than once each year unless cause exists for some other encumbrance of this Lease. With respect to any written request from Tenant for an assignment, sublease or transfer of any interest in this Lease, Landlord shall respond to Tenant’s written request for Landlord’s consent thereto within ten (10) days of Landlord’s receipt of such request. Failure to respond within such ten (10) day period shall be deemed approval of such assignment, sublease or transferreview schedule.