Common use of Landlord’s Consent Clause in Contracts

Landlord’s Consent. (a) Tenant's request for consent to any transfer described in Sections 9.1 shall set forth in writing the details of the proposed transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transfer (e.g.,the term of and the rent and security deposit payable under any proposed assignment or sublease), and any other information Landlord deems relevant. Landlord shall have the right to withhold consent, if reasonable, or to grant consent, based on the following factors: (i) the business of the proposed assignee or subtenant and the proposed use of the Property; (ii) the net worth and financial reputation of the proposed assignee or subtenant; (iii) Tenant's compliance with all of its obligations under the Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, Tenant may nonetheless sublease (but not assign), all or a portion of the Property to the proposed transferee, but only on the other terms of the proposed transfer. (b) If Tenant assigns or subleases, the following shall apply: (i) Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's Share (stated in Section 1.14) of the Profit (defined below) on such transaction as and when received by Tenant, unless Landlord gives written notice to Tenant and the assignee or subtenant that Landlord's Share shall be paid by the assignee or subtenant to Landlord directly. The "Profit" means (A) all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly rent in excess of the monthly rent payable under the Lease, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less (B) costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for real estate broker's commissions and costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is entitled to recover such costs and expenses before Tenant is obligated to pay the Landlord's Share to Landlord. The Profit in the case of a sublease of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basis.

Landlord’s Consent. (a) Tenant's request for consent to under this Article VIII (and Tenant's notice of any transfer described in Sections 9.1 not requiring Landlord's consent under Section 8.1 above) shall set forth in writing the details of the proposed transfer, including including: (i) the name, business and financial condition of the prospective transferee, financial details (ii) a true and complete copy of the proposed transfer instrument containing all of the terms and conditions of such transfer, (e.g.,the term iii) a written agreement of the assignee, subtenant or licensee, in recordable form reasonably approved by Landlord, agreeing with Landlord to perform and observe all of the rent and security deposit payable under any proposed assignment or sublease)terms, covenants, and conditions of this Lease, and (iv) any other information Landlord deems relevantreasonably requested by Landlord prior to or in response to such notice. Except for any transfer not requiring Landlord's consent under Section 8.1 above, Landlord shall have the right to withhold consent, if reasonablereasonably exercised as to any proposed sublease, or to grant consent, based on the following factors: (i) the business of the proposed assignee or subtenant and the proposed use of the PropertyPremises (if other than the Permitted Use); (ii) the net worth worth, business reputation, character, and financial reputation condition of the proposed assignee or subtenant; (iii) Tenant's compliance with all of its obligations under the Leasethis Lease within applicable notice and cure periods; and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, Tenant may nonetheless sublease (but not assign), all or a portion of the Property to the proposed transferee, but only on the other terms of the proposed transfer. (b) If Tenant assigns or subleases, the following shall apply: (i) Tenant shall pay to Landlord Landlord, as Additional Rent under the Lease the Rent, Landlord's Share reasonable attorneys' fees in reviewing any transfer contemplated by this Section, whether or not Landlord consents to the same (stated in Section 1.14) provided that the maximum amount of the Profit (defined below) on such transaction as and when received by Tenant, unless Landlord gives written notice to Tenant and the assignee or subtenant that Landlord's Share shall be paid by the assignee or subtenant to Landlord directly. The "Profit" means (A) all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly rent in excess of the monthly rent payable under the Lease, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less (B) costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for real estate broker's commissions and costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is entitled to recover such costs and expenses before Tenant is obligated to pay the Landlord's Share to Landlord. The Profit in the case of a sublease of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basisany single proposed transfer shall be Two Thousand Dollars [$2,000]).

Landlord’s Consent. (a) Tenant shall not sell, assign, encumber, mortgage or transfer this Lease or any interest therein, sublet or permit the occupancy or use by others of the Premises or any part thereof, or allow any transfer hereof of any lien upon Tenant's request for interest by operation of law or otherwise (collectively, a "Transfer") without the prior written consent of Landlord in its sole discretion. Any Transfer which is not in compliance with the provisions of this Article 20 shall, at the option of Landlord, be void and of no force or effect. Tenant shall, by written notice in the form specified in the following sentence, advise Landlord of Tenant's intention on a stated date (which shall not be less than sixty (60) days after the date of Tenant's notice) to sublet, assign, mortgage or otherwise Transfer any transfer described in Sections 9.1 shall set forth in writing the details part or all of the proposed transfer, including Premises or its interest therein for the name, business and financial condition balance or any part of the prospective transfereeTerm, financial details of the proposed transfer (e.g.,the term of and the rent and security deposit payable under any proposed assignment or sublease)and, and any other information Landlord deems relevant. in such event, Landlord shall have the right right, to withhold consentbe exercised by giving written notice to Tenant within thirty (30) days after receipt of Tenant's notice, to recapture the space described in Tenant's notice and such recapture notice shall, if reasonablegiven, cancel and terminate this Lease with respect to the space therein described as of the date stated in Tenant's notice. Tenant's notice shall state the name and address of the proposed subtenant, assignee, pledgee, mortgage or transferee, and a true and complete copy of the proposed sublease, assignment, pledge, mortgage or other conveyance and all related documentation, executed by both parties, shall be delivered to grant consentLandlord with said notice. If Tenant's notice shall cover all of the space hereby demised, based on and Landlord shall elect to give the following factors: aforesaid recapture notice (ia) In the reasonable judgment of Landlord, the subtenant or assignee (A) is of a character or engaged in a business or proposes to use the Premises in a manner which is in keeping with the standards of Landlord for the Building, (B) will not violate the provisions of any lease or agreement affecting the Building, and (C) does not have an unfavorable reputation or credit standing; (b) Either the area of the Premises to be sublet or the remaining area of the Premises is regular in shape with appropriate means of ingress or egress suitable for normal renting purposes; (c) Tenant is not in default under this Lease; (d) The proposed sublease or assignee is not a person or entity with whom Landlord is then negotiating to lease space in the Building; (e) The amount of the aggregate rent to be paid by the proposed assignee or subtenant and is not less than the proposed current prevailing rent for comparable direct lease space in the Building; (f) The use of the Property; (ii) the net worth and financial reputation of the Premises by such proposed assignee or subtenant; (iii) Tenant's compliance with all of its obligations sublessee is permitted under the this Lease; and (g) In no event shall the following be considered as suitable assignees or sublessees under this subsection; any governmental body, agency or bureau (of the United States, any state, county, municipality or any subdivision thereof); any foreign government or subdivision thereof; any health care professional or health care service organization; schools or similar organizations; employment agencies; radio; television or other communication stations; restaurants; and (iv) such other factors as Landlord may reasonably deem relevantretailers offering retail services from the Premises. If Landlord objects consents to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assigneesuch sublet or assignment, Tenant may nonetheless sublease (but not assign)such consent shall be expressly contingent upon Tenant's payment to Landlord, all or a portion of the Property to the proposed transfereeas Rent, but only on the other terms of the proposed transfer. (b) If Tenant assigns or subleases, the following shall apply: (i) Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's Share (stated in Section 1.14) of the Profit (defined below) on such transaction as and when received by Tenant, unless Landlord gives written notice to Tenant and the assignee or subtenant that Landlord's Share shall be paid by the assignee or subtenant to Landlord directly. The "Profit" means (A) all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly rent in excess of the monthly rent payable under the Lease, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less (B) costs and expenses directly incurred by Tenant in connection with the execution therewith, including, but not limited to, attorney's fees and performance of such assignment or sublease for real estate broker's commissions and costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is entitled to recover such costs and expenses before Tenant is obligated to pay the Landlord's Share to Landlordconstruction supervision fee, if applicable. The Profit Without limiting the foregoing, in no event shall the case following be considered suitable assignees or sublessees under this Section 20.01: any governmental body, agency or bureau (of a sublease of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basisUnited States, any state, county, municipality or any subdivision thereof); any foreign government or subdivision thereof; any health care professional or health care service organization; schools or similar organizations; employment agencies; radio, television or other communication stations; restaurants; and retailers.

Landlord’s Consent. If Landlord does not exercise its right to terminate pursuant to Paragraph 24.2(b) within ten (a10) days after receipt of Tenant's request for notice or if a proposed sublease is not subject to the provisions of Paragraph 24.2(b), Landlord shall not unreasonably withhold its consent to any transfer described in Sections 9.1 shall set forth in writing the details of the proposed transferassignment or subletting, including on the nameterms and conditions specified in said notice. If Tenant's notice fails to state that it constitutes an offer to terminate the Lease as may be required pursuant to Paragraph 24.2(a), business such notice shall be deemed insufficient for the purposes of this Paragraph 24.2, and financial condition of the prospective transferee, financial details of Landlord may withhold its consent to the proposed transfer (e.g.,the term of and assignment or subletting in Landlord's absolute discretion. Without otherwise limiting the rent and security deposit payable under criteria upon which Landlord may withhold its consent to any proposed assignment or sublease), and if Landlord withholds its consent where Tenant is in default at the time of the giving of Tenant's notice or at any other information Landlord deems relevanttime thereafter, such withholding of consent shall be presumptively reasonable. Landlord shall have the right to withhold consent, if reasonable, or to grant consent, based on the following factors: and Tenant agree that fifty percent (i50%) the business of the proposed assignee or subtenant any and the proposed use of the Property; (ii) the net worth and financial reputation of the proposed all rent paid by an assignee or subtenant; (iii) Tenant's compliance with all of its obligations under the Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, Tenant may nonetheless sublease (including, but not assign)limited to, all or a portion of the Property to the proposed transferee, but only on the other terms of the proposed transfer. (b) If Tenant assigns or subleases, the following shall apply: (i) Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's Share (stated in Section 1.14) of the Profit (defined below) on such transaction as and when received by Tenant, unless Landlord gives written notice to Tenant and the assignee or subtenant that Landlord's Share shall be paid by the assignee or subtenant to Landlord directly. The "Profit" means (A) all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly any rent in excess of the monthly rent payable Rentals to be paid under the Lease, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less this Lease (B) costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for real estate broker's commissions and costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is entitled to recover such costs and expenses before Tenant is obligated to pay the Landlord's Share to Landlord. The Profit prorated in the case event of a sublease of less than all the Property is entire Premises), shall be paid directly to Landlord, as Additional Rent, at the rent allocable time and place specified in this Lease. For the purposes of this Paragraph 24, the term "rent" shall include any consideration of any kind received, or to be received, by Tenant from an assignee or subtenant, if such sums are related to Tenant's interest in this Lease or in the subleased space Premises, including, but not limited to key money, bonus money, and payments (in excess of the fair market value thereof) for Tenant's assets, fixtures, trade fixtures, inventory, accounts, goodwill, equipment, furniture, general intangibles, and any capital stock or other equity ownership interest of Tenant. Any assignment or subletting without Landlord's consent shall be voidable at Landlord's option, and shall constitute a Default by Tenant. Landlord's consent to any one assignment or sublease shall not constitute a waiver of the provisions of this Paragraph 24 as to any subsequent assignment or sublease nor a percentage on a square footage basisconsent to any subsequent assignment or sublease; further, Landlord's consent to an assignment or sublease shall not release Tenant from Tenant's obligations under this Lease, and Tenant shall remain jointly and severally liable with the assignee or subtenant.

Landlord’s Consent. (a) If, at any time or from time to time during the Term hereof, Tenant desires to assign this Lease or sublet all or any part of the Premises, and if Tenant is not then in default under the terms of the Lease, Tenant shall submit to Landlord a written request for approval setting forth the terms and provisions of the proposed assignment or sublease, the identity of the proposed assignee or subtenant, and a copy of the proposed form of assignment or sublease. Tenant's ’s request for consent shall be submitted to any transfer described in Sections 9.1 Landlord at least thirty (30) days prior to the intended date of such transfer. Tenant shall set forth in writing promptly supply Landlord with such information concerning the details of the proposed transfer, including the name, business background and financial condition of the prospective transferee, financial details of the such proposed transfer (e.g.,the term of and the rent and security deposit payable under any proposed assignment assignee or sublease), and any other information subtenant as Landlord deems relevantmay reasonably request. Landlord shall have the right to withhold consentapprove such proposed assignee or subtenant, if reasonablewhich approval shall not be unreasonably withheld, continued or delayed In no event however, shall Landlord be required to grant consentconsent to any assignment or sublease (a) to an existing tenant in the Project or (b) that may violate any restrictions contained in any mortgage, based lease or agreement affecting the Project. Landlord’s consent to any assignment shall not be construed as a consent to any subsequent assignment, subletting, transfer of partnership interest or stock, occupancy or use. 18.2.1 Landlord’s approval shall be conditioned, among other things, on Landlord’s receiving adequate assurances of future performance under this Lease and any sublease or assignment. In determining the following factors: (i) adequacy of such assurances, Landlord may base its decision on such factors as it deems reasonably appropriate, including but not limited to: 18.2.1.1 that the source of rent and other consideration due under this Lease, and, in the case of assignment, that the financial condition and operating performance and business experience of the proposed assignee and its guarantors, if any, shall be equal to or subtenant greater than the financial condition and operating performance and experience of Tenant and its guarantors, if any, as of the time Tenant became the lessee under this Lease; 18.2.1.2 that any assumptions or assignment of this Lease will not result in increased cost or expense, wear and tear, greater traffic or demand for services and utilities provided by Landlord pursuant to Section 10 hereof and will not disturb or be detrimental to other tenants of Landlord; 18.2.1.3 whether the proposed assignee’s use of the PropertyPremises will include the use of Hazardous Material, or will in any way increase any risk to Landlord relating to Hazardous Material; and 18.2.2 The assignment or sublease shall be on substantially the same terms and conditions set forth in the written request for approval given to Landlord, or, if different, upon terms and conditions consented to by Landlord; 18.2.3 No assignment or sublease shall be valid and no assignee or sublessee shall take possession of the Premises or any part thereof until an executed counterpart of such assignment or sublease has been delivered to Landlord; 18.2.4 No assignee or sublessee shall have a further right to assign or sublet except on the terms herein contained; 18.2.5 Any sums or other economic considerations received by Tenant as a result of such assignment or subletting, however denominated under the assignment or sublease, which exceed, in the aggregate (iia) the net worth and financial reputation of the proposed assignee or subtenant; total sums which Tenant is obligated to pay Landlord under this Lease (iii) Tenant's compliance with all of its prorated to reflect obligations under the Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects allocable to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, Tenant may nonetheless sublease (but not assign), all or a any portion of the Property to the proposed transfereePremises subleased), but only on the other terms of the proposed transfer. plus (b) If any real estate brokerage commissions and the cost of reasonable tenant improvements, or fees payable to third parties in connection with such assignment or subletting, shall be shared equally by Tenant assigns or subleases, the following shall apply: (i) Tenant shall pay to and Landlord as Additional Rent under this Lease without effecting or reducing any other obligations of Tenant hereunder. If Landlord consents to the proposed transfer, Tenant shall deliver to Landlord three (3) fully executed original documents (in the form previously approved by Landlord) and Landlord shall attach its consent thereto. Landlord shall retain one (1) fully executed original document. No transfer of Tenant’s interest in this Lease the Landlord's Share (stated in Section 1.14) of the Profit (defined below) on such transaction as and when received by Tenant, unless Landlord gives written notice to Tenant and the assignee or subtenant that Landlord's Share shall be paid by deemed effective until the assignee or subtenant to Landlord directly. The "Profit" means (A) all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly rent in excess terms and conditions of the monthly rent payable under the Lease, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less (B) costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for real estate broker's commissions and costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is entitled to recover such costs and expenses before Tenant is obligated to pay the Landlord's Share to Landlord. The Profit in the case of a sublease of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basisthis Section 18 have been fulfilled.

Landlord’s Consent. (a) Tenant shall not assign this Lease, or ------------------ sublease all or any part of the Premises, or permit the use of the Premises by any party other than Tenant, without the prior written consent of Landlord, such consent not to be unreasonably withheld, conditioned or delayed. When Tenant requests Landlord's request for consent to any transfer described in Sections 9.1 shall set forth in writing the details of the proposed transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transfer (e.g.,the term of and the rent and security deposit payable under any proposed such assignment or sublease), and any other information it shall notify Landlord deems relevant. Landlord shall have the right to withhold consent, if reasonable, or to grant consent, based on the following factors: in writing of (i) the business name and address of the proposed assignee or subtenant and the proposed use of the Propertysubtenant; (ii) the net worth nature and financial reputation character of the business of the proposed assignee or subtenant; (iii) Tenant's compliance with all financial information including financial statements of its obligations under the Leaseproposed assignee or subtenant; and (iv) such a copy of the proposed sublet or assignment agreement. Tenant shall thereafter immediately provide to Landlord any and all other factors as information and documents reasonably requested by Landlord may reasonably deem relevantin order to assist Landlord with its consideration of Tenant's request hereunder. If Without limitation, it shall not be unreasonable if Landlord objects denies its consent to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, Tenant may nonetheless or sublease (but not assign), all to an assignee or a portion of the Property to the proposed transferee, but only on the other terms of the proposed transfer. (b) If Tenant assigns or subleases, the following shall apply: subtenant (i) Tenant shall pay to Landlord as Additional Rent under the Lease the which in Landlord's Share (stated in Section 1.14) of the Profit (defined below) on such transaction as and when received by Tenant, unless Landlord gives written notice reasonable opinion does not have sufficient financial strength to Tenant and the assignee or subtenant that Landlord's Share shall be paid by the assignee or subtenant to Landlord directly. The "Profit" means (A) all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly rent in excess of the monthly rent payable meet its financial obligations under the Lease, and all fees and other consideration paid for the assignment or sublease; (ii) which Landlord can demonstrate has a history of committing lease defaults or otherwise failing to meet its contractual obligations either with Landlord, including fees its affiliates, or other landlords; or (iii) to any assignee or sublessee who proposes to use the Premises other than for the uses specifically permitted under Section 5, above. If the proposed sublet or assignment is for more than twenty-five percent (25%) of the rentable area of the Premises, Landlord shall have the option (to be exercised within ten (10) business days from the submission of Tenant's request and receipt of all other information requested hereunder) to cancel this Lease with respect to the portion of the Premises to be subleased or assigned as of the commencement date stated in the proposed sublease or assignment. If Landlord shall not exercise its option within the time set forth above, Landlord's consent to any collateral agreements, less (B) costs and expenses directly incurred by Tenant in connection with the execution and performance of such proposed assignment or sublease for real estate broker's commissions and costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is entitled to recover such costs and expenses before Tenant is obligated to pay the Landlord's Share to Landlord. The Profit in the case of a sublease of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basisshall not be unreasonably withheld.

Landlord’s Consent. (a) Tenant's ’s request for consent to any transfer described in Sections 9.1 under Section 13.01 shall set forth in writing the details of the proposed sublease, assignment or transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transfer transaction (e.g.,the , the term of and the rent and security deposit payable under any proposed assignment or sublease), and any other information Landlord deems relevant. Landlord shall have the right to withhold consent, if reasonablereasonably exercised, or to grant consent, based on the following factors: (i) the business of the proposed assignee or subtenant and the proposed use of the PropertyPremises; (ii) the net worth and financial reputation condition of the proposed assignee or subtenant; (iii) Tenant's ’s compliance with all of its obligations under the this Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assigneeSo long as Section 13.05 does not apply, if Tenant may nonetheless sublease (but not assign), all shall assign or a portion of the Property to the proposed transferee, but only on the other terms of the proposed transfer. (b) If Tenant assigns or subleasessublease, the following shall apply: (i) : Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's Share fifty percent (stated in Section 1.1450%) of the Profit Proceeds (defined below) on such transaction (such amount being Landlord’s share) as and when received by Tenant, unless Landlord gives written shall give notice to Tenant and the assignee or subtenant that Landlord's ’s Share shall be paid by the assignee or subtenant to Landlord directly. The "Profit" means Proceeds shall mean (Aa) all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly rent in excess of the monthly rent payable under the Lease, and all fees and other consideration paid for or in respect of the assignment or sublease, including reasonable fees under any collateral agreements, agreements less (Bb) the rent and other sums payable under this Lease (in the case of a sublease of less than all of the Premises, allocable to the subleased premises) and all costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for reasonable real estate broker's ’s commissions and reasonable costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is shall be entitled to recover such reasonable costs and expenses before Tenant is shall be obligated to pay the Landlord's ’s Share to Landlord. The Profit Tenant shall provide Landlord a written statement certifying all amounts to be paid from any assignment or sublease of the Premises within thirty (30) days after the transaction shall be signed and from time to time thereafter on Landlord’s request, and Landlord may inspect Tenant’s books and records to verify the accuracy of such statement. On written request, Tenant shall promptly furnish to Landlord copies of all the transaction documentation, all of which shall be certified by Tenant to be complete, true and correct. Tenant shall promptly reimburse Landlord for all legal costs and expenses incurred by Landlord in the case of connection with a request for a sublease or assignment of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basisthis Lease.

Landlord’s Consent. (a) Tenant's ’s request for consent to any transfer described in Sections 9.1 required under the terms of this Article Nine shall set forth in writing the details of the proposed transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transfer (e.g.,the , the term of and the rent and security deposit payable under any proposed assignment or sublease), and any other information Landlord reasonably deems relevant. Landlord shall have the right to reasonably withhold consent, if reasonable, or to grant consent, based on the following factors: (i) the business of the proposed assignee or subtenant and the proposed use of the Property; Premises, including whether such business or use is not appropriate for an industrial facility in this location or would require the storage or use of Hazardous Materials in greater amounts or different types than Tenant’s use per Article 25 (Use Exclusivity), (ii) the net worth worth, profitability and financial reputation condition of the proposed assignee or subtenant; subtenant is not sufficient to satisfy the applicable obligations hereunder or of the subtenant under the sublease and (iii) Tenant's compliance with all of its obligations under the Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of In addition, during the net worth and/or financial reputation of the proposed assignee, Tenant may nonetheless sublease (but not assign), all or a portion of the Property final year of the original Lease Term prior to the proposed transfereedelivery of an Extension Notice (as defined herein) or in the event Tenant fails to timely deliver an Extension Notice, but only on in no event will Landlord be required to consent to a transfer to a transferee that has been a prospective tenant of the other terms Premises for the period following expiration of the Lease Term. Landlord shall inform Tenant of Landlord’s decision to grant or withhold its consent within thirty (30) days of receiving Tenant’s request for such consent and, if Landlord decides to withhold consent, Landlord shall inform Tenant of the basis for withholding consent. If Landlord fails to respond within the thirty (30) day period, Landlord shall be deemed to have granted consent to the proposed transfer. (b) If Tenant assigns or subleases, the following shall apply: (i) Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's ’s Share (stated in Section 1.141.12) of the Profit (defined below) on such transaction as and when received by Tenant, unless Landlord gives written notice to Tenant and the assignee or subtenant that Landlord's Share shall be paid by the assignee or subtenant to Landlord directly. The "“Profit" ” means (A) all amounts paid to Tenant for such assignment or sublease, including "without limitation “key" ” money, monthly rent in excess of the monthly rent payable under the this Lease, and all fees and other consideration paid for attributable to the assignment or sublease, including fees under any collateral agreements, less (B) documented arm’s length, third-party costs and expenses directly incurred by Tenant in connection with the marketing, execution and performance of such assignment or sublease for sublease, real estate broker's commissions ’s commissions, reasonable attorneys’ fees, and costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is entitled to recover such costs and expenses amounts before Tenant is obligated to pay the Landlord's ’s Share to Landlord. The Profit in the case of a sublease of less than all the Property Premises is the rent allocable to the subleased space as a percentage on a square footage basis.

Landlord’s Consent. (a) Tenant's request for consent to any transfer described in Sections 9.1 Section 9.01 shall set forth in writing the details of the proposed transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transfer (e.g.,the , the term of and the rent and security deposit payable under any proposed assignment or sublease), and any other information Landlord deems relevant. Landlord shall have the right to withhold consent, if reasonable, or to grant consent, based on the following factors: (i) the business of the proposed assignee or subtenant and the proposed use of the Property; (ii) the net worth and financial reputation of the proposed assignee or subtenant; (iii) Tenant's compliance with all of its obligations under the Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, Tenant may nonetheless sublease (but not assign), all or a portion of the Property to the proposed transferee, but only on the other terms of the proposed transfer. (b) If Tenant assigns or subleases, the following shall apply: (i) Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's Share (stated in Section 1.14) of the Profit (defined below) on such transaction as and when received by Tenant, unless Landlord gives written notice to Tenant and the assignee or subtenant that Landlord's Share shall be paid by the assignee or subtenant to Landlord directly. The "Profit" means (A) all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly rent in excess of the monthly rent payable under the Lease, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less (B) costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for real estate broker's commissions and costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is entitled to recover such costs and expenses before Tenant is obligated to pay the Landlord's Share to Landlord. The Profit in the case of a sublease of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basis.

Landlord’s Consent. (a) Tenant's ’s request for consent to any transfer described in Sections 9.1 Section 9.01 shall set forth in writing the details of the proposed transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transfer (e.g.,the , the term of and the rent and security deposit payable under any proposed assignment or sublease), and any other information Landlord reasonably deems relevant. Landlord shall have the right to withhold consent, if reasonable, or to grant consent, based on the following factors: (i) the business of the proposed assignee or subtenant and the proposed use of the PropertyPremises being consistent with the nature of the Building and tenants of Comparable Buildings; (ii) the net worth and financial reputation of the proposed assignee or subtenantsubtenant has to be sufficient in light of the obligations under such transfer; and (iii) Tenant's ’s compliance with all of its obligations under the Lease; Lease within applicable notice and cure periods. Landlord shall respond to Tenant’s request for consent to transfer within ten (iv10) such other factors as Landlord may reasonably deem relevantdays following Landlord’s receipt of all required information. If Landlord objects fails to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assigneetimely respond, Tenant may nonetheless sublease shall provide Landlord with written notice of Landlord’s failure whereupon Landlord shall have any additional five (but not assign)5) days to respond. If Landlord fails to respond with such 5 additional day period, all or a portion of Landlord shall be deemed to have approved the Property to the proposed transferee, but only on the other terms of the proposed transfer. (b) If Tenant assigns or subleases, the following shall apply: (i) Immediately following any approved assignment or sublease, Tenant shall deliver to Landlord an assumption agreement reasonably acceptable to Landlord executed by Tenant and the transferee, together with a certificate of insurance evidencing the transferee’s compliance with the insurance requirements of Tenant under this Lease. Tenant agrees to reimburse Landlord for reasonable administrative and attorneys’ fees in connection with the processing and documentation of any transfer for which Landlord’s consent is requested not to exceed $1,500 in the aggregate. (ii) Except upon assignment to a Tenant’s Affiliate, Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's ’s Share (stated in Section 1.14) of the Profit (defined below) on such transaction as and when received by Tenant, unless Landlord gives written notice to Tenant and the assignee or subtenant that Landlord's Share shall be paid by the assignee or subtenant to Landlord directly. The "Profit" means (A) all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly rent in excess of the monthly rent payable under the Lease, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less (B) costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for real estate broker's commissions and costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is entitled to recover such costs and expenses before Tenant is obligated to pay the Landlord's Share to Landlord. The Profit in the case of a sublease of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basis.The

Landlord’s Consent. (a) Tenant's request for consent If Tenant desires at any time to any transfer described in Sections 9.1 enter into an Assignment of this Lease, Tenant shall set forth in writing the details first give written notice to Landlord of the proposed transferits desire to do so, including the name, business and financial condition of the prospective transferee, financial details of the proposed transfer (e.g.,the term of and the rent and security deposit payable under any proposed assignment or sublease), and any other information Landlord deems relevant. Landlord which notice shall have the right to withhold consent, if reasonable, or to grant consent, based on the following factorscontain: (i) the business name of the proposed assignee assignee, subtenant or subtenant and the proposed use of the Propertyoccupant (collectively “Assignee”); (ii) the net worth and financial reputation nature of the business that the proposed assignee or subtenantAssignee seeks to conduct in the Leased Premises; (iii) Tenant's compliance with all a copy of its obligations under the Leasesublease, assignment or other document that creates the proposed Assignment; and (iv) such other factors financial information, operating histories and statements of prior experience as Landlord may reasonably deem relevantrequest concerning the proposed Assignee. If Tenant further acknowledges that the use of the Leased Premises shall be limited to the uses described in this Lease, and Landlord objects may withhold its consent to any other use. Landlord may also withhold consent to any proposed Assignee if Landlord believes, in its sole discretion, that the financial strength, operating history or prior experience of the proposed Assignee are not as strong as those of Tenant, as determined by comparison to the financial strength, operating history and prior experience of Tenant either as of the date of this Lease or as of the date of the proposed Assignment, as selected by Landlord. The failure or inability of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations to Landlord under this subsection. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for Landlord’s reasonable attorneys’ fees and other third party and administrative costs incurred in conjunction with the processing and documentation of any request for consent to an Assignment. Notwithstanding the preceding, Landlord shall not unreasonably withhold consent to a proposed assignment solely because of Assignment in the net worth and/or financial reputation of the event such Assignment is proposed assignee, Tenant may nonetheless sublease (but not assign), all or a portion of the Property to the proposed transferee, but only on the other terms of the proposed transfer. (b) If Tenant assigns or subleases, the following shall apply: (i) Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's Share (stated in Section 1.14) of the Profit (defined below) on such transaction as and when received by Tenant, unless Landlord gives written notice to Tenant and the assignee or subtenant that Landlord's Share shall be paid by the assignee or subtenant to Landlord directly. The "Profit" means (A) all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly rent in excess of the monthly rent payable under the Lease, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less (B) costs and expenses directly incurred by Tenant in connection with the execution acquisition of Tenant or of substantially all of Tenant’s assets by the proposed assignee and performance the net worth of such assignment assignee, as of the commencement date of any such Assignment is equal to or sublease for real estate broker's commissions greater than the net worth of Tenant at (x) the date of the execution of this Lease or (y) the commencement date of any such Assignment, whichever is greater. At any time within thirty (30) days after Landlord’s receipt of the notice and costs the additional information requested by Landlord and specified in this Section. Landlord may, by written notice to Tenant, elect one of renovation the following, as selected by Landlord in its sole discretion: (i) consent to the Assignment, or construction (ii) disapprove the Assignment. If Landlord consents to the Assignment, Tenant may thereafter, within ninety (90) days after Landlord’s consent, but not later than the expiration of tenant improvements required under such assignment ninety (90) days, enter into such Assignment of the Leased Premises or sublease. Tenant is entitled to recover such costs portion thereof, upon the terms and expenses before Tenant is obligated to pay the Landlord's Share to Landlord. The Profit conditions set forth in the case of a sublease of less than all the Property is the rent allocable notice furnished by Tenant to the subleased space as a percentage on a square footage basisLandlord pursuant to this Section.

Landlord’s Consent. (a) TenantXxxxxx's request for consent to any transfer described in Sections 9.1 shall set forth in writing the details of the proposed transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transfer (e.g.,the term of and the rent and security deposit payable under any proposed assignment or sublease), and any other information Landlord deems relevant. Landlord shall have the right to withhold consent, if reasonable, or to grant consent, based on the following factors: (i) the business of the proposed assignee or subtenant and the proposed use of the Property; (ii) the net worth and financial reputation of the proposed assignee or subtenant; (iii) Tenant's compliance with all of its obligations under the Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, Tenant may nonetheless sublease (but not assign), all or a portion of the Property to the proposed transferee, but only on the other terms of the proposed transfer. (b) If Tenant assigns or subleases, the following shall apply: (i) Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's Share (stated in Section 1.14) of the Profit (defined below) on such transaction as and when received by TenantXxxxxx, unless Landlord Xxxxxxxx gives written notice to Tenant Xxxxxx and the assignee or subtenant that Landlord's Share shall be paid by the assignee or subtenant to Landlord directly. The "Profit" means (A) all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly rent in excess of the monthly rent payable under the Lease, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less (B) costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for real estate broker's commissions and costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is entitled to recover such costs and expenses before Tenant is obligated to pay the Landlord's Share to Landlord. The Profit in the case of a sublease of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basis.

Landlord’s Consent. (a) Tenant's request for consent to any transfer described in Sections Section 9.1 shall set forth in writing the details of the proposed transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transfer (e.g.,the , the term of and the rent and security deposit payable under any proposed assignment or sublease), and any other information Landlord reasonably deems relevant. Landlord shall have the right to withhold consent, if reasonable, or to grant consent, based on the following factors: (i) the business of the proposed assignee or subtenant and the proposed use of the Property; : (ii) the net worth and financial reputation of the proposed assignee or subtenant; : (iii) Tenant's material compliance with all of its material obligations under the Lease; : and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, Tenant may nonetheless sublease (but not assign), all or a portion of the Property to the proposed transferee, but only on the other terms of the proposed transfer. (b) If Tenant assigns or subleases, the following shall apply: (i) Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's Share (stated in Section 1.141.13) of the Profit (defined below) on such transaction as and when received by Tenant, unless Landlord gives written notice to Tenant and the assignee or subtenant that Landlord's Share shall be paid by the assignee or subtenant to Landlord directly. The "Profit" means (A) all amounts paid to Tenant for such assignment or sublease, including "key" moneymoney (other than amounts paid for the purchase of Tenant's fixtures and improvements), monthly rent in excess of the monthly rent payable under the Lease, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less (B) costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for real estate broker's commissions commissions, advertising, legal fees and expenses, moving expenses, transfer taxes and costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is entitled to recover such costs cost and expenses before Tenant is obligated to pay the Landlord's Share to Landlord. The Profit in the case of a sublease of less than all the Property is shall be calculated as the rent allocable to the subleased space as a percentage on a square footage basis.

Landlord’s Consent. If Landlord, upon receiving Tenant’s notice with respect to any such space, does not exercise its right to terminate as aforesaid, Landlord will not unreasonably withhold, condition or delay its consent to Tenant’s assignment of this Lease or subletting the space covered by its notice. Landlord shall not be deemed to have unreasonably withheld its consent to a sublease of part or all of the Premises or an assignment of this Lease if its consent is withheld because: (a) Tenant is then in default hereunder; (b) any notice of termination of this Lease or termination of Tenant's request for consent to any transfer described in Sections 9.1 shall set forth in writing ’s possession was given under Article 17; (c) the details portion of the proposed transferPremises which Tenant proposes to sublease, including the namemeans of ingress thereto and egress therefrom and the proposed use thereof, business and financial condition or the remaining portion of the prospective transferee, financial details of the proposed transfer (e.g.,the term of and the rent and security deposit payable under any proposed assignment or sublease), and any other information Landlord deems relevant. Landlord shall have the right to withhold consent, if reasonablePremises, or to grant consentboth, based on the following factors: will violate any city, state or federal law, ordinance or regulation, including, without limitation, any applicable building code or zoning ordinances; (id) the business of the proposed assignee or subtenant and the proposed use of the Property; Premises by the subtenant or assignee does not conform with the use permitted by Article 5; (iie) the net worth and financial reputation of the proposed subtenant or assignee or subtenant; (iii) Tenant's compliance with all of is not sufficiently financially responsible to perform its obligations under the Leaseproposed sublease or assignment; and or (ivf) such other factors as Landlord may reasonably deem relevant. If Landlord objects to the proposed subtenant or assignee is a government or a government agency; or (g) the proposed assignment solely because subtenant or assignee is an occupant of the net worth and/or financial reputation of Office Complex or an entity to whom Landlord or Landlord’s agent have been marketing space in the proposed assignee, Tenant may nonetheless sublease (but not assign), all Office Complex. Landlord shall consent or a portion of the Property to the proposed transferee, but only on the other terms of the proposed transfer. (b) If Tenant assigns or subleases, the following shall apply: (i) Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's Share (stated in Section 1.14) of the Profit (defined below) on withhold such transaction as and when received consent by Tenant, unless Landlord gives written notice to Tenant and the assignee or subtenant that within ten (10) business days of Tenant’s written request for Landlord's Share ’s consent. If Landlord fails to respond to Tenant’s request within such ten (10) business day period, Landlord shall be paid by the assignee deemed to have consented to such sublet or subtenant to Landlord directly. The "Profit" means (A) all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly rent in excess of the monthly rent payable under the Lease, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less (B) costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for real estate broker's commissions and costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is entitled to recover such costs and expenses before Tenant is obligated to pay the Landlord's Share to Landlord. The Profit in the case of a sublease of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basisassignment.

Landlord’s Consent. (a) Tenant's ’s request for consent to any transfer described in Sections 9.1 Section 9.01 shall set forth in writing the details of the proposed transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transfer (e.g.,the , the term of and the rent and security deposit payable under any proposed assignment or sublease), and any other information Landlord deems relevant. Landlord shall have the right to withhold consent, if reasonable, or to grant consent, based on the following factors: (i) the business of the proposed assignee or subtenant and the proposed use of the Property; (ii) the net worth and financial reputation of the proposed assignee or subtenant; (iii) Tenant's ’s compliance with all of its obligations under the Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, Tenant may nonetheless sublease (but not assign), all or a portion of the Property to the proposed transferee, but only on the other terms of the proposed transfer. (b) If Tenant assigns or subleases, the following shall apply: (i) : Tenant shall pay provide Landlord a written statement certifying all amounts to Landlord as Additional Rent under the Lease the Landlord's Share (stated in Section 1.14) of the Profit (defined below) on such transaction as and when received by Tenant, unless Landlord gives written notice to Tenant and the assignee or subtenant that Landlord's Share shall be paid by the assignee or subtenant to Landlord directly. The "Profit" means (A) all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly rent in excess of the monthly rent payable under the Lease, and all fees and other consideration paid for the assignment or sublease, including fees under from any collateral agreements, less (B) costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for real estate broker's commissions of the Property within thirty (30) days after the transaction documentation is signed, and costs Landlord may inspect Tenant’s books and records to verify the accuracy of renovation or construction such statement. On written request, Tenant shall promptly furnish to Landlord copies of tenant improvements required under such assignment or sublease. all the transaction documentation, all of which shall be certified by Tenant is entitled to recover such costs be complete, true and expenses before Tenant is obligated to pay the Landlord's Share to Landlordcorrect. The Profit in breach of Tenant’s obligation under this Paragraph 9.05(b) shall be a material default of the case of a sublease of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basisLease.

Landlord’s Consent. (a) Tenant's request for consent to any transfer described in Sections 9.1 under Section 13.01 shall set forth in writing the details of the proposed sublease, assignment or transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transfer transaction (e.g.,the , the term of and the rent and security deposit payable under any proposed assignment or sublease), and any other information Landlord deems relevant. Landlord shall have the right to withhold consent, if reasonablereasonably exercised, or to grant consent, based on the following factors: (i) the business of the proposed assignee or subtenant and the proposed use of the PropertyPremises; (ii) the net worth and financial reputation condition of the proposed assignee or subtenant; (iii) Tenant's compliance with all of its obligations under the this Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, Tenant may nonetheless sublease (but not assign), all shall assign or a portion of the Property to the proposed transferee, but only on the other terms of the proposed transfer. (b) If Tenant assigns or subleasessublease, the following shall apply: (i) : Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's Share fifty percent (stated in Section 1.1450%) of the Profit (defined below) on such transaction such amount being Landlord's sharer as and when received by Tenant, unless Landlord gives written shall give notice to Tenant and the assignee or subtenant that Landlord's Share shall be paid by the assignee or subtenant to Landlord directly. The "Profit" means Profit shall mean (Aa) all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly rent in excess of the monthly rent payable under the Lease, and all fees and other consideration paid for or in respect of the assignment or sublease, including fees under any collateral agreements, agreements less (B) the rent and other sums payable under this Lease (in the case of a sublease of less than all of the Premises, allocable to the subleased premises) and all costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for reasonable real estate broker's commissions and reasonable costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is shall be entitled to recover such reasonable costs and expenses before Tenant is shall be obligated to pay the Landlord's Share to Landlord. The Profit in the case of Tenant shall provide Landlord a written statement certifying all amounts to be paid from any assignment or sublease of less than the Premises within thirty (30) days after the transaction shall be signed and from time to time thereafter on Landlord's request, and Landlord may inspect Tenant's books and records to verify the accuracy of such statement. On written request, Tenant shall promptly furnish to Landlord copies of all the Property is the rent allocable transaction documentation, all of which shall be certified by Tenant to the subleased space as a percentage on a square footage basisbe complete, true and correct.

Landlord’s Consent. (a) TenantXxxxxx's request for consent to any transfer described in Sections 9.1 Section 9.01 shall set forth in writing the details of the proposed transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transfer (e.g.,the , the term of and the rent and security deposit payable under any proposed assignment or sublease), and any other information Landlord deems relevant. Landlord shall have the right to withhold consent, if reasonable, or to grant consent, based on the following factors: (i) the business of the proposed assignee or subtenant and the proposed use of the Property; (ii) the net worth and financial reputation of the proposed assignee or subtenant; (iii) Tenant's compliance with all of its obligations under the Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, Tenant may nonetheless sublease (but not assign), all or a portion of the Property to the proposed transferee, but only on the other terms of the proposed transfer. (b) If Tenant assigns or subleases, the following shall apply: (i) Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's Share (stated in Section 1.141.13) of the Profit (defined below) on such transaction as and when received by TenantXxxxxx, unless Landlord Xxxxxxxx gives written notice to Tenant Xxxxxx and the assignee or subtenant that Landlord's Share shall be paid by the assignee or subtenant to Landlord directly. The "Profit" means (A) all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly rent in excess of the monthly rent payable under the Lease, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less (B) costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for real estate broker's commissions and costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is entitled to recover such costs and expenses before Tenant is obligated to pay the Landlord's Share to Landlord. The Profit in the case of a sublease of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basis.

Landlord’s Consent. If Landlord does not exercise its right to terminate pursuant to Paragraph 24.2(b) within fifteen (a15) days after receipt of Tenant's request for notice or if Tenant proposes a sublease, Landlord shall not unreasonably withhold or delay its consent to any transfer described in Sections 9.1 shall set forth in writing the details of the proposed transferassignment or subletting, including on the nameterms and conditions specified in said notice. If Tenant's notice fails to state that it constitutes an offer to terminate the Lease as may be required pursuant to Paragraph 24.2(a), business such notice shall be deemed insufficient for the purposes of this Paragraph 24.2, and financial condition of the prospective transferee, financial details of Landlord may withhold its consent to the proposed transfer (e.g.,the term of and assignment in Landlord's absolute discretion. Without otherwise limiting the rent and security deposit payable under criteria upon which Landlord may withhold its consent to any proposed assignment or sublease), and any other information Landlord deems relevant. Landlord shall have the right to withhold consent, if reasonableLandlord withholds its consent where Tenant is in default at the time of the giving of Tenant's notice or at any time thereafter, or where the net worth of the proposed assignee (according to grant consent, based on generally accepted accounting principles) is less than the following factors: greater of (i) the business net worth of Tenant immediately prior to the proposed assignment (ii) or the net worth of Tenant at the time this Lease is executed, such withholding of consent shall be presumptively reasonable. Fifty percent (50%) of any and all rent paid by an assignee or subtenant and the proposed use of the Property; (ii) the net worth and financial reputation of the proposed assignee or subtenant; (iii) Tenant's compliance with all of its obligations under the Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, Tenant may nonetheless sublease (but not assign), all or a portion of the Property to the proposed transferee, but only on the other terms of the proposed transfer. (b) If Tenant assigns or subleases, the following shall apply: (i) Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's Share (stated in Section 1.14) of the Profit (defined below) on such transaction as and when received by Tenant, unless Landlord gives written notice to Tenant and the assignee or subtenant that Landlord's Share shall be paid by the assignee or subtenant to Landlord directly. The "Profit" means (A) all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly rent in excess of the monthly rent payable Rentals to be paid under the Lease, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less this Lease (B) costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for real estate broker's commissions and costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is entitled to recover such costs and expenses before Tenant is obligated to pay the Landlord's Share to Landlord. The Profit prorated in the case event of a sublease of less than the entire Premises), after Tenant's deduction therefrom of all reasonable costs to effect the Property is assignment or subletting, including without limitation, brokerage commissions, attorneys' fees, and the rent allocable cost of leasehold improvements or alterations installed or redecorating performed by Tenant for the sublessee, shall be paid directly to Landlord, as Additional Rent, at the subleased space time and place specified in this Lease. For the purposes of this Paragraph 24, the term "rent" shall include any consideration of any kind received, or to be received, by Tenant from an assignee or subtenant, if such sums are related to Tenant's interest in this Lease or in the Premises, including, but not limited to key money, bonus money, and payments (in excess of the fair market value thereof) for Tenant's assets, fixtures, trade fixtures, inventory, accounts, goodwill, equipment, furniture, general intangibles, and any capital stock or other equity ownership interest of Tenant. Any assignment or subletting without Landlord's consent shall be voidable at Landlord's option, and shall constitute a Default by Tenant. Landlord's consent to any one assignment or sublease shall not constitute a waiver of the provisions of this Paragraph 24 as to any subsequent assignment or sublease nor a percentage on a square footage basisconsent to any subsequent assignment or sublease; further, Landlord's consent to an assignment or sublease shall not release Tenant from Tenant's obligations under this Lease, and Tenant shall remain jointly and severally liable with the assignee or subtenant.

Landlord’s Consent. Subject to the terms and conditions of this Agreement, Landlord (i) consents to the assignment and assumption of the interest of Tenant under the Lease, as contemplated by this Agreement and (ii) waives its rights to recapture the Premises with respect to the assignment set forth in this Agreement. Such consent and this Agreement shall not be construed to: (a) Tenant's request for consent to modify, waive, release or otherwise affect any transfer described in Sections 9.1 shall of the terms, covenants, conditions, provisions or agreements of the Lease, except as expressly set forth in writing the details of the proposed transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transfer (e.g.,the term of and the rent and security deposit payable under any proposed assignment or sublease), and any other information Landlord deems relevant. Landlord shall have the right to withhold consent, if reasonable, or to grant consent, based on the following factors: (i) the business of the proposed assignee or subtenant and the proposed use of the Propertythis Agreement; (iib) the net worth and financial reputation waive any rights of the proposed assignee or subtenant; (iii) Tenant's compliance with all of its obligations Landlord under the Lease, including Landlord's recapture rights, except as expressly set forth in this Agreement; and (ivc) such other factors as enlarge or increase the obligations of Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, Tenant may nonetheless sublease (but not assign), all or a portion of the Property to the proposed transferee, but only on the other terms of the proposed transfer. (b) If Tenant assigns or subleases, the following shall apply: (i) Tenant shall pay to Landlord as Additional Rent under the Lease the LandlordLease, except as expressly set forth in this Agreement, if at all; (d) enlarge or increase Assignee's Share (stated in Section 1.14) of the Profit (defined below) on such transaction as rights and when received by Tenant, unless Landlord gives written notice to Tenant and the assignee or subtenant that Landlord's Share shall be paid by the assignee or subtenant to Landlord directly. The "Profit" means (A) all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly rent benefits in excess of the monthly rent payable rights and benefits applicable to the "Tenant" under the Lease, and all fees and other consideration paid for the assignment except as expressly set forth in this Agreement; or (e) be a consent by Landlord to any further assignment, sublease, including fees pledge or other transfer of the Lease, the Premises or any portion thereof, or any rights or interests therein, by Assignee (all to the extent Landlord's consent thereto is required pursuant to the terms of the Lease, as amended hereby). Notwithstanding the foregoing, Landlord may consent to subsequent sublettings and assignments of the Lease without notifying Assignor or anyone else liable under the Lease and without obtaining their consent and such action shall not relieve such persons from liability, but shall not under any collateral agreements, less (B) costs and expenses directly incurred by Tenant in connection with circumstances increase the execution and performance obligations or liabilities of such assignment or sublease for real estate broker's commissions and costs of renovation or construction of tenant improvements required Assignor under such assignment or sublease. Tenant is entitled to recover such costs and expenses before Tenant is obligated to pay the Landlord's Share to Landlord. The Profit in the case of a sublease of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basisLease.

Landlord’s Consent. (a) Tenant's request for consent to any transfer described in Sections 9.1 Section 9.02 shall set forth in writing the details of the proposed transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transfer (e.g.,the , the term of and the rent and security deposit payable under any proposed assignment or sublease), and any other information Landlord deems relevant. Landlord shall have the right to withhold consent, if reasonable, or to grant consent, based on the following factors: (i) the business of the proposed assignee or subtenant and the proposed use of the Property; (ii) the net worth and financial reputation of the proposed assignee or subtenant; (iii) Tenant's compliance with all of its obligations under the Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, Tenant may nonetheless sublease (but not assign), all or a portion of the Property to the proposed transferee, but only on the other terms of the proposed transfer. (b) If Tenant assigns or subleases, the following shall apply: (i) Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's Share (stated in Section 1.141.13) of the Profit (defined below) on such transaction as and when received by Tenant, unless Landlord gives written notice to Tenant and the assignee or subtenant that Landlord's Share shall be paid by the assignee or subtenant to Landlord directly. The "Profit" means (A) all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly rent in excess of the monthly rent payable under the Lease, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less (B) costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for real estate broker's commissions commissions, reasonable attorney's fees and costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is entitled to recover such costs and expenses before Tenant is obligated to pay the Landlord's Share to Landlord. The Profit in the case of a sublease of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basis.

Landlord’s Consent. Tenant shall not voluntarily, involuntarily or by operation of law assign, mortgage, pledge or encumber (acollectively "Assignment") Tenant's request for consent to this Lease, in whole or in part, or sublet the whole or any transfer described in Sections 9.1 shall set forth in writing the details part of the proposed transferPremises, including or permit the name, business and financial condition use or occupancy of the prospective transferee, financial details whole or any part of the proposed transfer (e.g.,the term Premises by others, including, without limitation, the operation of and the rent and security deposit payable under all or any proposed assignment or sublease), and any other information Landlord deems relevant. Landlord shall have the right to withhold consent, if reasonable, or to grant consent, based on the following factors: (i) the business part of the proposed assignee Premises by a licensee or subtenant concessionaire, without first obtaining in each and every instance the proposed use prior written consent of the Property; (ii) Landlord, which Landlord will not unreasonably withhold. Such consent shall be based on, inter alia, the net worth and financial reputation of the proposed assignee or subtenant; (iii) Tenant's compliance with all of its obligations under the Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee/subtenant, the proposed use and the rent to be paid. Landlord will consent to a sublease or assignment to an affiliate or subsidiary of Tenant may nonetheless sublease (but so long as the overall lease credit is not assign), all impaired. Any consent by Landlord to an Assignment or subletting or use or occupancy by others shall be held to apply only to the specific transaction thereby authorized and shall not constitute a portion waiver of the Property necessity for such consent to any subsequent assignment or subletting or use or occupancy by others. If this Lease or any interest herein be assigned or if the proposed transfereePremises or any part thereof be sublet or used or occupied by anyone other than Tenant with Landlord's prior written consent, but only on the other terms of the proposed transfer. (b) If Tenant assigns or subleases, the following shall apply: (i) Tenant shall pay to Landlord as Additional Rent under monthly the Lease the Landlord's Share (stated in Section 1.14) of the Profit (defined below) on such transaction as and when received by Tenant, unless Landlord gives written notice to Tenant and the assignee or subtenant that Landlord's Share shall be paid by the assignee or subtenant to Landlord directly. The "Profit" means (A) all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly rent in excess of the monthly consideration received or to be received during such month for such Assignment, sublease, or occupancy (whether or not denoted as rent) over the rent payable under reserved for such month in this Lease applicable to such portion of the LeasePremises so assigned, and all fees and other consideration paid sublet or occupied, after deduction of Tenant's reasonable expenses. If this Lease or any interest of Tenant herein be assigned or if the whole or any part of the Premises be sublet or used or occupied by others (including, without limitation, an affiliate or subsidiary of Tenant), after having obtained Landlord's prior written consent thereto, Tenant shall nevertheless remain fully liable for the assignment or sublease, including fees full performance of all obligations under any collateral agreements, less (B) costs and expenses directly incurred this Lease to be performed by Tenant and Tenant shall not be released therefrom in connection with the execution and performance of such assignment or sublease for real estate broker's commissions and costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is entitled to recover such costs and expenses before Tenant is obligated to pay the Landlord's Share to Landlord. The Profit in the case of a sublease of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basisany manner.

Landlord’s Consent. (a) TenantXxxxxx's request for consent to any transfer described in Sections 9.1 Section 9.01 shall set forth in writing the details of the proposed transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transfer (e.g.,the , the term of and the rent and security deposit payable under any proposed assignment or sublease), and any other information Landlord deems relevant. Landlord shall have the right to withhold consent, if reasonable, or to grant consent, based on the following factors: (i) the business of the proposed assignee or subtenant and the proposed use of the Property; (ii) the net worth and financial reputation of the proposed assignee or subtenant; (iii) Tenant's compliance with all of its obligations under the Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, . Tenant may nonetheless sublease (but not assign), all or a portion of the Property to the proposed transferee, but only on the other terms of the proposed transfer. (b) If Tenant assigns or subleases, the following shall apply: (i) Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's Share (stated in Section 1.141.13) of the Profit (defined below) on such transaction as and when received by TenantXxxxxx, unless Landlord Xxxxxxxx gives written notice to Tenant Xxxxxx and the assignee or subtenant that Landlord's Share shall be paid by the assignee or subtenant to Landlord directly. The "Profit" means (A) all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly rent in excess of the monthly rent payable under the Lease, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less (B) costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for real estate broker's commissions and costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is entitled to recover such costs and expenses before Tenant is obligated to pay the Landlord's Share to Landlord. The Profit in the case of a sublease of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basis.

Landlord’s Consent. (a) Tenant's request Tenaxx'x xequest for consent to any transfer described in Sections 9.1 Section 9.01 shall set forth in writing the details of the proposed transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transfer (e.g.,the , the term of and the rent and security deposit payable under any proposed assignment or sublease), and any other information Landlord deems relevant. Landlord shall have the right to withhold consent, if reasonable, or to grant consent, based on the following factors: (i) the business of the proposed assignee or subtenant and the proposed use of the Property; (ii) the net worth and financial reputation of the proposed assignee or subtenant; (iii) Tenant's compliance with all of its obligations under the Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, Tenant may nonetheless sublease (but not assign), all or a portion of the Property to the proposed transferee, but only on the other terms of the proposed transfer. (b) If Tenant assigns or subleases, the following shall apply: (i) Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's Share (stated in Section 1.141.13) of the Profit (defined below) on such transaction as and when received by TenantTenaxx, unless Landlord xxless Landxxxx gives written notice to Tenant and Tenaxx xxx the assignee or subtenant that Landlord's Share shall be paid by the assignee or subtenant to Landlord directly. The "Profit" means (A) all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly rent in excess of the monthly rent payable under the Lease, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less (B) costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for real estate broker's commissions and costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is entitled to recover such costs and expenses before Tenant is obligated to pay the Landlord's Share to Landlord. The Profit in the case of a sublease of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basis.

Landlord’s Consent. (a) Tenant's request for Tenant shall not, without the prior written consent to any transfer described in Sections 9.1 shall set forth in writing the details of the proposed transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transfer (e.g.,the term of and the rent and security deposit payable under any proposed assignment or sublease), and any other information Landlord deems relevant. Landlord shall have the right to withhold consent, if reasonable, or to grant consent, based on the following factorsLandlord: (i) assign, convey, mortgage or otherwise transfer this Lease or any interest hereunder, or sublease the business Premises, or any part thereof, whether voluntarily or by operation of law; or (ii) permit the proposed assignee or subtenant and the proposed use of the Property; Premises by any person other than Tenant and its employees. Any such transfer, sublease or use described in the preceding sentence (iia "Transfer") occurring without the net worth prior written consent of Landlord shall be void and financial reputation of no effect. Landlord's consent to any Transfer shall not constitute a waiver of Landlord's right to withhold its consent to any future Transfer. Landlord's consent to any Transfer or acceptance of rent from any party other than Tenant shall not release Tenant from any covenant or obligation under this Lease. Landlord may require as a condition to its consent to any assignment of this Lease that the assignee execute an instrument in which such assignee assumes the obligations of Tenant hereunder. For the purposes of this paragraph, the transfer (whether direct or indirect) of all or a majority of the proposed assignee capital stock in a corporate Tenant (other than the shares of the capital stock of a corporate Tenant whose stock is publicly traded) or subtenant; the merger, consolidation or reorganization of such Tenant, the transfer of all or any general partnership interest in any partnership Tenant and any change in the manager of any limited liability company Tenant shall be considered a Transfer. The foregoing shall not apply so long as Tenant is an entity whose outstanding stock is listed on a nationally recognized security exchange. Tenant may assign its entire interest under this Lease or sublet the Premises to any entity controlling or controlled by or under common control with Tenant (iiiwhich would include an entity which is wholly owned by Tenant, which wholly owns Tenant or which is wholly owned by the entity which wholly owns Tenant) Tenant's compliance with all or to any successor to Tenant by purchase, merger, consolidation or reorganization (hereinafter, collectively, referred to as "Permitted Transfer") without the consent of its obligations Landlord, provided: (1) Tenant is not in default under the Leasethis Lease beyond applicable notice and cure periods; and (iv2) such other factors as Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of if the proposed assignee, Tenant may nonetheless sublease (but not assign), all or a portion of the Property to the proposed transferee, but only on the other terms of the proposed transfer. (b) If Tenant assigns or subleases, the following shall apply: (i) Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's Share (stated in Section 1.14) of the Profit (defined below) on such transaction as and when received by Tenant, unless Landlord gives written notice to Tenant and the assignee or subtenant that Landlord's Share shall be paid by the assignee or subtenant to Landlord directly. The "Profit" means (A) all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly rent in excess of the monthly rent payable under the Lease, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less (B) costs and expenses directly incurred by Tenant in connection with the execution and performance of such Permitted Transfer is an assignment or sublease for real estate brokerto a successor to Tenant by purchase, merger, consolidation or reorganization, such proposed transferee shall have a net worth which is sufficient in Landlord's commissions and costs commercially reasonable judgment to meet the obligations of renovation or construction of tenant improvements required the Tenant under such assignment or subleasethis Lease. Tenant is entitled shall give Landlord reasonable prior notice of any such Permitted Transfer. In addition to recover such costs and expenses before Tenant is obligated to pay the not requiring Landlord's Share consent as provided above, the provisions of Section 13.C. below regarding recapture and sharing of profits shall not be applicable to Landlord. The Profit in the case of a sublease of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basisPermitted Transfer.

Landlord’s Consent. (a) Tenant's request for consent to any transfer described in Sections 9.1 Section 9.01 shall set forth in writing the details of the proposed transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transfer (e.g.,the , the term of and the rent Rent and security deposit payable under any proposed assignment or sublease), and any other information Landlord deems relevant. Landlord shall have the right to withhold consent, if reasonable, or to grant consent, based on the following factors: (i) the business of the proposed assignee or subtenant and the proposed use of the PropertyPremises; (ii) the net worth and financial reputation of the proposed assignee or subtenant; (iii) Tenant's compliance with all of its obligations under the Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, Tenant may nonetheless sublease (but not assign), all or a portion of the Property to the proposed transferee, but only on the other terms of the proposed transfer. (b) If Tenant assigns or subleases, the following shall apply: (i) Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's Share (stated in Section 1.141.13) of the Profit (defined below) on such transaction as and when received by Tenant, unless Landlord gives written notice to Tenant and the assignee or subtenant that Landlord's Share shall be paid by the assignee or subtenant to Landlord directly. The "Profit" means (A) all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly rent in excess of the monthly rent payable under the Lease, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less (B) costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for real estate broker's commissions and costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is entitled to recover such costs and expenses before Tenant is obligated to pay the Landlord's Share to Landlord. The Profit in the case of a sublease of less than all the Property Premises is the rent allocable to the subleased space as a percentage on a square footage basis. (ii) Tenant shall provide Landlord a written statement certifying all amounts to be paid from any assignment or sublease of the Premises within thirty (30) days after the transaction documentation is signed, and Landlord may inspect Tenant's books and records to verify the accuracy of such statement. On written request, Tenant shall promptly furnish to Landlord copies of all the transaction documentation, all of which shall be certified by Tenant to be complete, true and correct. Landlord's receipt of Landlord's Share shall not be a consent to any further assignment or subletting. The breach of Tenant's obligation wider this Paragraph 9.05(b) shall be a material default of the Lease.

Landlord’s Consent. (a) Tenant's request for consent to any transfer described in Sections 9.1 Sectxxx 0.01 shall set forth in writing the details of the proposed transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transfer (e.g.,the , the term of and the rent and security deposit payable under any proposed assignment or sublease), and any other information Landlord deems relevant. Landlord shall have the right to withhold consent, if reasonable, or to grant consent, based on the following factors: (i) the business of the proposed assignee or subtenant and the proposed use of the Property; (ii) the net worth and financial reputation of the proposed assignee or subtenant; (iii) Tenant's compliance with all of its obligations under the Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, Tenant may nonetheless sublease (but not assign), all or a portion of the Property to the proposed transferee, but only on the other terms of the proposed transfer. (b) If Tenant assigns or subleases, the following shall apply: (i) Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's Share (stated in Section 1.14) of the Profit (defined below) on such transaction as and when received by Tenant, unless Landlord gives given written notice to Tenant and the assignee or subtenant xxxxxnee xx xxxxxnant that Landlord's Share Landlord shall be paid by the assignee or subtenant to Landlord directly. The "Profit" means (A) all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly rent in excess of the monthly rent payable under the Lease, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less (B) costs cost and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for real estate broker's commissions and costs of renovation or construction of tenant improvements required under such assignment or of sublease. Tenant is entitled to recover such costs and expenses before Tenant is obligated to pay the Landlord's Share to Landlord. The Profit in the case of a sublease of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basis.

Landlord’s Consent. If Landlord does not exercise its right to terminate pursuant to Paragraph 24.2(b) within thirty (a30) days after receipt of Tenant's request for ’s notice or if a proposed assignment or sublease is not subject to the provisions of Paragraph 24.2(b), Landlord shall not unreasonably withhold its consent to any transfer described in Sections 9.1 shall set forth in writing the details of the proposed transferassignment or subletting, including on the name, business terms and financial condition of conditions specified in said notice. Without otherwise limiting the prospective transferee, financial details of the proposed transfer (e.g.,the term of and the rent and security deposit payable under criteria upon which Landlord may withhold its consent to any proposed assignment or sublease), if Landlord withholds its consent where a Default by Tenant has occurred and any other information Landlord deems relevantis uncured, such withholding of consent shall be presumptively reasonable. Landlord shall have and Tenant agree that fifty percent (50%) of any and all rent paid by an assignee or subtenant in excess of the right Rentals required to withhold consent, if reasonable, be paid by Tenant under this Lease (prorated in the event of a sublease by Tenant to a third party or to grant consent, based on the following factors: parties) less (i) the business of the proposed assignee or subtenant and the proposed use of the Property; (ii) the net worth and financial reputation of the proposed assignee or subtenant; (iii) Tenant's compliance with all of its obligations under the Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, Tenant may nonetheless sublease (but not assign), all or a portion of the Property to the proposed transferee, but only on the other terms of the proposed transfer. (b) If Tenant assigns or subleases, the following shall apply: (i) Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's Share (stated in Section 1.14) of the Profit (defined below) on such transaction as and when received by Tenant, unless Landlord gives written notice to Tenant and the assignee or subtenant that Landlord's Share shall be brokerage fees paid by Tenant in connection with the assignee or subtenant to Landlord directly. The "Profit" means (A) all amounts paid to Tenant for such applicable assignment or sublease, including "key" money(ii) tenant improvement costs paid or incurred by Tenant in renovating or improving the Premises, monthly rent or applicable portion thereof, in excess of connection with the monthly rent payable under the Lease, and all fees and other consideration paid for the applicable assignment or sublease, including and (iii) reasonable attorney’s fees under any collateral agreements, less (B) costs and expenses directly paid or incurred by Tenant in connection with the execution applicable assignment or sublease, shall be paid directly to Landlord, as Additional Rent, at the time and performance place specified in this Lease. For the purposes of this Paragraph 24, the term “rent” shall include any consideration of any kind received, or to be received, by Tenant from an assignee or subtenant, if such sums are related to Tenant’s interest in this Lease or in the Premises, including, but not limited to key money, bonus money, and payments (in excess of the fair market value thereof) for Tenant’s assets, fixtures, trade fixtures, inventory, accounts, goodwill, equipment, furniture, general intangibles, and any capital stock or other equity ownership interest of Tenant. Any assignment or subletting without Landlord’s consent shall be voidable at Landlord’s option, and shall constitute a Default by Tenant. Landlord’s consent to any one assignment or sublease for real estate broker's commissions and costs shall not constitute a waiver of renovation the provisions of this Paragraph 24 as to any subsequent assignment or construction of tenant improvements required under such sublease nor a consent to any subsequent assignment or sublease. ; further, Landlord’s consent to an assignment or sublease shall not release Tenant is entitled to recover such costs from Tenant’s obligations under this Lease, and expenses before Tenant is obligated to pay shall remain jointly and severally liable with the Landlord's Share to Landlord. The Profit in the case of a sublease of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basisassignee or subtenant.

Landlord’s Consent. (a) Tenant's request Tenaxx'x xequest for consent to any transfer described in Sections 9.1 Section 9.01 shall set forth in writing the details of the proposed transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transfer (e.g.,the , the term of and the rent and security deposit payable under any proposed assignment or sublease), and any other information Landlord deems relevant. Landlord shall have the right to withhold consent, if reasonable, or to grant consent, based on the following factors: (i) the business of the proposed assignee or subtenant and the proposed use of the Property; (ii) the net worth and financial reputation of the proposed assignee or subtenant; , (iii) Tenant's compliance with all of its obligations under the Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, Tenant may nonetheless sublease (but not assign), all or a portion of the Property to the proposed transferee, but only on the other terms of the proposed transfer. (b) If Tenant assigns or subleases, the following shall apply: (i) Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's Share (stated in Section 1.141.13) of the Profit (defined below) on such transaction as and when received by TenantTenaxx, unless Landlord gives xxless Landxxxx xxxes written notice to Tenant and Tenaxx xxx the assignee or subtenant that Landlord's Share shall be paid by the assignee or subtenant to Landlord directly. The "Profit" means (A) all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly rent in excess of the monthly rent payable under the Lease, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less (B) costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for real estate broker's commissions and costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is entitled to recover such costs and expenses before Tenant is obligated to pay the Landlord's Share to Landlord. The Profit in the case of a sublease of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basis.the

Landlord’s Consent. (a) Tenant's ’s request for consent to any transfer described in Sections 9.1 Section 9.01 shall set forth in writing the details of the proposed transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transfer (e.g.,the , the term of and the rent and security deposit payable under any proposed assignment or sublease), and any other information Landlord deems relevant. Landlord shall have the right to withhold consent, if reasonable, or to grant consent, based on the following factors: (i) the business of the proposed assignee or subtenant and the proposed use of the Property; (ii) the net worth and financial reputation of the proposed assignee or subtenant; (iii) Tenant's ’s compliance with all of its obligations under the Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, Tenant may nonetheless sublease (but not assign), all or a portion of the Property to the proposed transferee, but only on the other terms of the proposed transfer. (b) If Tenant assigns or subleases, the following shall apply: (i) Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's ’s Share (stated in Section 1.141.13) of the Profit (defined below) on such transaction as and when received by Tenant, unless Landlord gives written notice to Tenant and the assignee or subtenant that Landlord's ’s Share shall be paid by the assignee or subtenant to Landlord directly. The "“Profit" ” means (A) all amounts paid to Tenant for such assignment or subleasesublease (as opposed to for other Tenant assets), including "“key" ” money, monthly rent in excess of the monthly rent payable under the Lease, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less (B) costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for real estate broker's ’s commissions reasonable, legal fees not to exceed $2,000.00 and costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is entitled to recover such costs and expenses before Tenant is obligated to pay the Landlord's ’s Share to Landlord. The Profit in the case of a sublease of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basis. (ii) Tenant shall provide Landlord a written statement certifying all amounts to be paid from any assignment or sublease of the Property within thirty (30) days after the transaction documentation is signed, and Landlord may inspect Tenant’s books and records to verify the accuracy of such statement. On written request, Tenant shall promptly furnish to Landlord copies of all the transaction documentation, all of which shall be certified by Tenant to be complete, true and correct. Landlord’s receipt of Landlord’s Share shall not be a consent to any further assignment or subletting. The breach of Tenant’s obligation under this Paragraph 9.05(b) shall be a material default of the Lease.

Landlord’s Consent. (a) Tenant's If, at any time or from time to time during the ------------------ Term hereof, Tenant desires to assign this Lease or sublet all or any part of the Premises and Tenant is not in default under the term of the Lease, Tenant shall submit to Landlord a written request for consent to any transfer described in Sections 9.1 shall set approval setting forth in writing the details terms and provisions of the proposed transfer, including assignment or sublease and the name, identity of the proposed assignee or subtenant. Tenant shall promptly supply Landlord with such information concerning the business background and financial condition of the prospective transferee, financial details of the such proposed transfer (e.g.,the term of and the rent and security deposit payable under any proposed assignment assignee or sublease), and any other information subtenant as Landlord deems relevantmay reasonably request. Landlord shall have the right to withhold consentapprove such proposed assignee or subtenant, if reasonablewhich approval shall not be unreasonably withheld. Landlord's consent to any assignment shall not be construed as a consent to any subsequent assignment, subletting, transfer of partnership interest or to grant consentstock, based occupancy or use. 18.2.1. Landlord's approval shall be conditioned, among other things, on Landlord's receiving adequate assurances of future performance under this Lease and any sublease or assignment. In determining the following factors: (i) adequacy of such assurances, Landlord may base its decision on such factors as it deems appropriate, including but not limited to: 18.2.1.1. that the business source of rent and other consideration due under this Lease, and, in the case of assignment, that the financial condition and operating performance of the proposed assignee and its guarantors, if any, shall be similar to the financial condition and operating performance of Tenant and its guarantors, if any, as of the time Tenant became the lessee under this Lease; 18.2.1.2. that any assumption or subtenant assignment of this Lease will not result in increased cost or expense, wear and tear, greater traffic or demand for services and utilities provide by Landlord pursuant to Section 10. hereof and will not disturb or be detrimental to other tenants of Landlord; 18.2.1.3. whether the proposed assignee's use of the PropertyPremises will include the use of Hazardous Material, or will in any way increase any risk to Landlord relating to Hazardous Material; and 18.2.1.4. that assumption or assignment of such lease will not disrupt any tenant mix or balance in the Project. 18.2.2. The assignment or sublease shall be on the same terms and conditions set forth in the written request for approval given to Landlord, or, if different, upon terms and conditions consented to by Landlord; 18.2.3. No assignment or sublease shall be valid and no assignee or sublessee shall take possession of the Premises or any part thereof until an executed counterpart of such assignment or sublease has been delivered to Landlord; 18.2.4. No assignee or sublessee shall have a further right to assign or sublet except on the terms herein contained; 18.2.5. Any sums or other economic considerations received by Tenant as a result of such assignment or subletting, however denominated under the assignment or sublease, which exceed, in the aggregate (iia) the net worth and financial reputation of the proposed assignee or subtenant; total sums which Tenant is obligated to pay Landlord under this Lease (iii) Tenant's compliance with all of its prorated to reflect obligations under the Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects allocable to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, Tenant may nonetheless sublease (but not assign), all or a any portion of the Property to the proposed transfereePremises subleased), but only on the other terms of the proposed transfer. plus (b) If any real estate brokerage commissions or fees payable to third parties in connection with such assignment or subletting, shall be shared equally by Tenant assigns or subleases, the following shall apply: (i) Tenant shall pay to and Landlord as Additional Rent under the this Lease the Landlord's Share (stated in Section 1.14) without effecting or reducing any other obligations of the Profit (defined below) on such transaction as and when received by Tenant, unless Landlord gives written notice to Tenant and the assignee or subtenant that Landlord's Share shall be paid by the assignee or subtenant to Landlord directly. The "Profit" means (A) all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly rent in excess of the monthly rent payable under the Lease, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less (B) costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for real estate broker's commissions and costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is entitled to recover such costs and expenses before Tenant is obligated to pay the Landlord's Share to Landlord. The Profit in the case of a sublease of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basishereunder.

Landlord’s Consent. (a) Tenant's request for consent to any transfer Transfer described in Sections 9.1 Section 9.01 shall set forth in writing the reasonable details of the proposed transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transfer (e.g.,the , the term of and the rent and security deposit payable under any proposed assignment or sublease), and any other reasonable information Landlord deems relevantshall request. Landlord shall have the right to withhold consent, if reasonable, or to grant consent, based on the following factors: (i) the business of the proposed assignee or subtenant and the proposed use of the Property, which shall not be detrimental to the Project; (ii) the net worth and financial reputation of the proposed assignee or subtenantsubtenant if not reasonably consistent with the other tenants of Landlord or it can be reasonably assumed the proposed assignee or subtenant may not be able to pay rent for the term proposed; (iii) Tenant's compliance with all of its obligations under the Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, Tenant may nonetheless sublease (but not assign), all or a portion of the Property to the proposed transferee, but only on the other terms of the proposed transfer. (b) If Tenant assigns or subleases, the following shall apply: (i) Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's Share (stated in Section 1.141.13) of the Net Profit (defined below) on such transaction any sublease as and when received by Tenant, unless Landlord gives written notice to Tenant and the assignee or subtenant that Landlord's Share . All amounts due under this Lease shall be paid by the an assignee or subtenant to Landlord directlydirectly and Landlord will remit to Tenant its share of such Net Profit as and when received. The "Net Profit" means (A) all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly rent in excess of the monthly rent payable under the Lease, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less (B) costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for to include real estate broker's commissions and costs of renovation or construction of tenant improvements required under such assignment or of sublease. Tenant is entitled to recover such costs cost and expenses before Tenant is obligated to pay the Landlord's Share to Landlord. The Net Profit in the case of a sublease of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basis.

Landlord’s Consent. (a) Tenant's request for Landlord hereby consents to the Sublease; provided, however, notwithstanding anything contained in the Sublease to the contrary, such consent to any transfer described in Sections 9.1 shall is granted by Landlord only upon the terms and conditions set forth in writing this Agreement. The Sublease is subject and subordinate to the details of the proposed transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transfer (e.g.,the term of and the rent and security deposit payable under any proposed assignment or sublease), and any other information Landlord deems relevantLease. Landlord shall have not be bound by any of the right terms, covenants, conditions, provisions or agreements of the Sublease. Subtenant acknowledges for the benefit of Landlord that Landlord has made no representation or warranty to withhold consentSubtenant as to the compliance of the Sublet Premises with any law, if reasonablestatute, ordinance, rule or regulation nor is Landlord obligated to provide, or pay for, any work or improvements relating to grant consentSubtenant's occupancy of the Sublet Premises except 750262.06/XXX000000-00016/4-6-16/ctl/kmo HCP BTC, based on LLC[Consent to Sublease] as specifically set forth in the following factors: Lease (as between Landlord and Tenant) or in the Subtenant Workletter (the "Workletter"), attached hereto as Exhibit B; provided that (i) the business of foregoing shall not modify Landlord's ongoing repair and maintenance obligations set forth in the proposed assignee or subtenant and the proposed use of the PropertyLease; (ii) Tenant and Subtenant acknowledge and agree that, as set forth in the net worth and financial reputation Lease, including Section 13.4 of the proposed assignee Original Lease, as between Landlord and Tenant, Tenant shall be responsible to make all alterations or subtenantadditions to the Property required by any and all Requirements (as defined in the Lease) because of Tenant's (including Subtenant's) construction of improvements (provided, that, nothing herein is waiving any rights Tenant may have with respect to latent defects, as referenced in Section 5.2 of the Original Lease); and (iii) Tenant's compliance Subtenant and Tenant acknowledge and agree that, as between Tenant and Subtenant, nothing herein shall modify or change the allocation of responsibility and costs set forth in the Sublease with all of its obligations under respect to any such alterations or additions to the Lease; Property required by applicable Requirements. Tenant and (iv) such other factors as Subtenant hereby represent and warrant to Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because that the copy of the net worth and/or financial reputation Sublease attached hereto is a full, complete and accurate copy of the proposed assigneeSublease, Tenant may nonetheless sublease (but not assign), all and that there are no other documents or a portion instruments relating to the use of the Property to Sublet Premises by Subtenant other than the proposed transferee, but only on Sublease. To the other extent any terms or provisions of the Lease or the Sublease are inconsistent with the terms of the proposed transfer. (b) If Tenant assigns or subleasesthis Agreement, the following shall apply: (i) Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's Share (stated in Section 1.14) terms of the Profit (defined below) on such transaction as and when received by Tenant, unless Landlord gives written notice to Tenant and the assignee or subtenant that Landlord's Share shall be paid by the assignee or subtenant to Landlord directly. The "Profit" means (A) all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly rent in excess of the monthly rent payable under the Lease, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less (B) costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for real estate broker's commissions and costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is entitled to recover such costs and expenses before Tenant is obligated to pay the Landlord's Share to Landlord. The Profit in the case of a sublease of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basisthis Agreement control.

Landlord’s Consent. (a) Tenant's request for consent to any transfer described in Sections 9.1 Section 9.01 shall set forth in writing the details of the proposed transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transfer (e.g.,the , the term of and the rent and security deposit payable under any proposed assignment or sublease), and any other information Landlord deems relevant. Landlord shall have the right to withhold consent, if reasonable, or to grant consent, based on the following factors: (i) the business of the proposed assignee or subtenant and the proposed use of the Property; (iiProperty:(ii) the net worth and financial reputation of the proposed assignee or subtenant; (iii) Tenant's compliance with all of its obligations under the Lease; : and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, Tenant may nonetheless sublease (but not assign), all or a portion of the Property to the proposed transferee, but only on the other terms of the proposed transfer. (b) If Tenant assigns or subleases, the following shall apply: (i) Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's Share (stated in Section 1.141.13) of the Profit (defined below) on such transaction as and when received by Tenant, unless Landlord gives written notice to Tenant and the assignee or subtenant that Landlord's Share shall be paid by the assignee or subtenant to Landlord directly. The "Profit" means (A) all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly rent in excess of the monthly rent payable under the Lease, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less (B) costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for real estate broker's commissions and costs of renovation or construction of tenant improvements required under such assignment or of sublease. Tenant is entitled to recover such costs cost and expenses before Tenant is obligated to pay the Landlord's Share to Landlord. The Profit in the case of a sublease of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basis. (ii) Tenant shall provide Landlord a written statement certifying all amounts to be paid from any assignment or sublease of the Property within thirty (30) days after the transaction documentation is signed, and Landlord may inspect Tenant's books and records to verify the accuracy of such statement. On written request, Tenant shall promptly furnish to Landlord copies of all the transaction documentation, all of which shall be certified by Tenant to be complete, true and correct. Landlord's receipt of Landlord's Share shall not be consent to any further assignment or subletting. The breach of Tenant's obligation under this Paragraph 9.05(b) shall be a material default of the Lease.

Landlord’s Consent. (a) Tenant's request for consent to any transfer described in Sections 9.1 Section 9.01 shall set forth in writing the details of the proposed transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transfer (e.g.,the , the term of and the rent and security deposit payable under any proposed assignment or sublease), and any other information Landlord deems relevant. Landlord shall have the right to withhold consent, if reasonable, or to grant consent, based on the following factors: (i) the business of the proposed assignee or subtenant and the proposed use of the Property; (ii) the net worth and financial reputation of the proposed assignee or subtenant; (iii) Tenant's compliance with all of its obligations under the Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, Tenant may nonetheless sublease (but not assign), all or a portion of the Property to the proposed transferee, but only on the other terms of the proposed transfer. (b) If Tenant assigns or subleases, the following shall apply: (i) Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's Share (stated in Section 1.141.13) of the Profit (defined below) on such transaction as and when received by Tenant, unless Landlord gives written notice to Tenant and the assignee or subtenant that Landlord's Share shall be paid by the assignee or subtenant to Landlord directly. The "Profit" means (A) all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly rent in excess of the monthly rent payable under the Lease, and all fees and sublease (as opposed to for other consideration paid for the assignment or sublease, including fees under any collateral agreements, less (B) costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for real estate broker's commissions and costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is entitled to recover such costs and expenses before Tenant is obligated to pay the Landlord's Share to Landlord. The Profit in the case of a sublease of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basis.assets),

Landlord’s Consent. (a) TenantXxxxxx's request for consent to any transfer described in Sections 9.1 Section 9.01 shall set forth in writing the details of the proposed transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transfer (e.g.,the , the term of and the rent and security deposit payable under any proposed assignment or sublease), and any other information Landlord deems relevant. Landlord shall have the right to terminate this Lease or to withhold consent, if reasonable, or to grant consent, based on the following factors: (i) the business of the proposed assignee or subtenant and the proposed use of the Property; (ii) the net financial worth and and/or financial reputation stability of the proposed assignee or subtenantsubtenant in light of the responsibilities to be undertaken in connection with the assignment or sublease on the date the consent is requested; (iii) Tenant's compliance with all of its obligations under the this Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, Tenant may nonetheless sublease (but not assign), all or a portion of the Property to the proposed transferee, but only on the other terms of the proposed transfer. (b) If Tenant assigns or subleases, the following shall apply: (i) Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's Share (stated in Section 1.141.13) of the Profit (defined below) on such transaction as and when received by TenantXxxxxx, unless Landlord Xxxxxxxx gives written notice to Tenant Xxxxxx and the assignee or subtenant that Landlord's Share shall be paid by the assignee or subtenant to Landlord directly. The "Profit" means (A) all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly rent in excess of the monthly rent payable under the Lease, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less (B) costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for real estate broker's commissions and costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is entitled to recover such costs and expenses before Tenant is obligated to pay the Landlord's Share to Landlord. The Profit in the case of a sublease of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basis.

Landlord’s Consent. If Landlord does not exercise its Right ------------------ to terminate pursuant to Paragraph 24.2(b) within thirty (a30) days after receipt of Tenant's request for notice or if a proposed sublease is not subject to the provisions of Paragraph 24.2(b), Landlord shall not unreasonably withhold or delay its consent to any transfer described in Sections 9.1 shall set forth in writing the details of the proposed transferassignment or subletting, including on the nameterms and conditions specified in said notice. If Tenant's notice fails to state that it constitutes an offer to terminate the Lease as may be required pursuant to Paragraph 24.2(a), business such notice shall be deemed insufficient for the purposes of this Paragraph 24.2, and financial condition of the prospective transferee, financial details of Landlord may withhold its consent to the proposed transfer (e.g.,the term of and assignment or subletting in Landlord's absolute discretion. Without otherwise limiting the rent and security deposit payable under criteria upon which Landlord may withhold its consent to any proposed assignment or sublease), and any other information Landlord deems relevant. Landlord shall have the right to withhold consent, if reasonableLandlord withholds its consent where Tenant is in default at the time of the giving of Tenant's notice or at any time thereafter, or to grant consent, based on where the following factors: (i) the business net worth of the proposed assignee or subtenant and (according to generally accepted accounting principles) is less than the proposed use greater of the Property; (iii) the net worth and financial reputation of Tenant immediately prior to the proposed assignee assignment or subtenant; sublease (iiiii) Tenant's compliance with all of its obligations under the Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of or the net worth and/or financial reputation of Tenant at the proposed assigneetime this Lease is executed, Tenant may nonetheless sublease such withholding of consent shall be presumptively reasonable. Fifty percent (but not assign), all or a portion of the Property to the proposed transferee, but only on the other terms of the proposed transfer. (b) If Tenant assigns or subleases, the following shall apply: (i) Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's Share (stated in Section 1.1450%) of the Profit (defined below) on such transaction as any and when received all rent paid by Tenant, unless Landlord gives written notice to Tenant and the an assignee or subtenant that Landlord's Share shall be paid by the assignee or subtenant to Landlord directly. The "Profit" means (A) all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly rent in excess of the monthly rent payable Rentals to be paid under the Lease, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less this Lease (B) costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for real estate broker's commissions and costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is entitled to recover such costs and expenses before Tenant is obligated to pay the Landlord's Share to Landlord. The Profit prorated in the case event of a sublease of less than the entire Premises), after Tenant's deduction therefrom of all reasonable costs to effect the Property is assignment or subletting, including without limitation, brokerage commissions, attorneys' fees, and the rent allocable cost of leasehold improvements or alterations installed or redecorating performed by Tenant for the sublessee, shall be paid directly to Landlord, as Additional Rent, at the subleased space time and place specified in this Lease. For the purposes of this Paragraph 24, the term "rent" shall include any consideration of any kind received, or to be received, by Tenant from an assignee or subtenant, if such sums are related to Tenant's interest in this Lease or in the Premises, including, but not limited to key money, bonus money, and payments (in excess of the fair market value thereof) for Tenant's assets, fixtures, trade fixtures, inventory, accounts, goodwill, equipment, furniture, general intangibles, and any capital stock or other equity ownership interest of Tenant. Any assignment or subletting without Landlord's consent shall be voidable at Landlord's option, and shall constitute a Default by Tenant. Landlord's consent to any one assignment or sublease shall not constitute a waiver of the provisions of this Paragraph 24 as to any subsequent assignment or sublease nor a percentage on a square footage basisconsent to any subsequent assignment or sublease; further, Landlord's consent to an assignment or sublease shall not release Tenant from Tenant's obligations under this Lease, and Tenant shall remain jointly and severally liable with the assignee or subtenant.

Landlord’s Consent. Subject to the terms and conditions of this Agreement, and upon receipt of One Thousand and 00/100 Dollars (a$1,000.00) Tenant's request from Assignor as a processing fee to Landlord, Landlord hereby consents to the transfer and assignment of Assignor’s right, title and interest in and to the Lease to Assignee. Notwithstanding anything to the contrary contained in this Agreement, effective retroactively and from and after the Assignment Date, Assignor is hereby released from any and all obligations and liabilities first arising under the Lease from and after the Assignment Date; provided, however, nothing contained herein shall be construed as releasing Assignor from liability for consent the breach of any agreement, representation or warranty of Assignor under this Agreement. Assignee hereby assumes any and all of Assignor’s obligations on and prior to any transfer described in Sections 9.1 shall set forth in writing the details Assignment Date, and Assignee covenants and agrees to be fully liable for the payment of the proposed transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transfer (e.g.,the term of and the rent and security deposit other sums which are due and payable under any proposed assignment the Lease and for the performance and discharge of all covenants, obligations and undertakings of the Lease to be kept and performed by the tenant thereunder regardless of when such covenants, obligations and undertakings occurred or sublease)will occur. Notwithstanding anything contained herein to the contrary, Landlord specifically reserves unto itself (and any other information Landlord deems relevant. Landlord shall have Assignee consents to the same) the right to withhold consent, if reasonable, or to grant consent, based on the following factors: (i) the business pursue any claim against Assignee for an existing breach of the proposed assignee or subtenant and the proposed use of the Property; (ii) the net worth and financial reputation of the proposed assignee or subtenant; (iii) Tenant's compliance with all of its obligations under the Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of the net worth Lease by Assignor and/or financial reputation of the proposed assignee, Tenant may nonetheless sublease (but P3 Dunwoody which is not assign), all or a portion of the Property to the proposed transferee, but only on the other terms of the proposed transfer. (b) If Tenant assigns or subleases, the following shall apply: (i) Tenant shall pay actually known to Landlord as Additional Rent under the Lease the Landlord's Share (stated in Section 1.14) of the Profit (defined below) on such transaction date hereof, as and when received by Tenant, unless Landlord gives written notice well as the right to Tenant and the assignee or subtenant that Landlord's Share shall be paid by the assignee or subtenant to Landlord directly. The "Profit" means (A) all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly rent in excess enforce any obligations of the monthly rent payable under the Lease, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less (B) costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for real estate broker's commissions and costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is entitled to recover such costs and expenses before Tenant is obligated to pay the Landlord's Share to Landlord. The Profit in the case of a sublease of less than all the Property is the rent allocable Assignor and/or P3 Dunwoody arising prior to the subleased space as a percentage on a square footage basisAssignment Date.

Landlord’s Consent. (a) Tenant's request for consent to any transfer described in Sections 9.1 Section 9.01 shall set forth in writing the details of the proposed transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transfer (e.g.,the , the term of and the rent and security deposit payable under any proposed assignment or sublease), and any other information Landlord deems relevant. Landlord shall have the right to withhold consent, if reasonable, or to grant consent, based on the following factors: (i) the business of the proposed assignee or subtenant and the proposed use of the Property; (ii) the net worth and financial reputation of the proposed assignee or subtenant; (iii) Tenant's compliance with all of its obligations under the Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of the net worth and/or and or financial reputation of the proposed assignee, Tenant may nonetheless sublease (but not assign), all or a portion of the Property to the proposed transferee, but only on the other terms of the proposed transfer. (b) If Tenant assigns or subleases, the following shall apply: (i) Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's Share (stated in Section 1.141.13) of the Profit (defined below) on such transaction as and when received by Tenant, unless Landlord gives written notice to Tenant and the assignee or subtenant that Landlord's Share shall be paid by the assignee or subtenant to Landlord directly. The "Profit" means (A) all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly rent in excess of the monthly rent payable under the Lease, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less (B) costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for real estate broker's commissions and costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is entitled to recover such costs and expenses before Tenant is obligated to pay the Landlord's Share to Landlord. The Profit in the case of a sublease of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basis. (ii) Tenant shall provide Landlord a written statement certifying all amounts to be paid from any assignment or sublease of the Property within thirty (30) days after the transaction documentation is signed, and Landlord may inspect Tenant's books and records to verify the accuracy of such statement. On written request, Tenant shall promptly furnish to Landlord copies of all the transaction documentation, all of which shall be certified by Tenant to be complete, true and correct. Landlord's receipt of Landlord's Share shall not be a consent to any further assignment or subletting. The breach of Tenant's obligation under this Paragraph 9.05(b) shall be a material default of the Lease.

Landlord’s Consent. Within twenty (a20) days after receipt of Tenant's request for notice, Landlord shall not unreasonably withhold its consent to any transfer described in Sections 9.1 shall set forth in writing the details of the proposed transferassignment or subletting, including on the name, business terms and financial condition of conditions specified in said notice. Without otherwise limiting the prospective transferee, financial details of the proposed transfer (e.g.,the term of and the rent and security deposit payable under criteria upon which Landlord may withhold its consent to any proposed assignment or sublease), and any other information Landlord deems relevant. Landlord shall have the right to withhold consent, if reasonableLandlord withholds its consent where Tenant is in Default at the time of the giving of Tenant's notice or at any time thereafter, or to grant consent, based on where the following factors: (i) the business net worth of the proposed assignee or subtenant and the proposed use of the Property; (iiaccording to generally accepted accounting principles) is less than the net worth and financial reputation of Tenant at the proposed assignee or subtenant; time this Lease is executed, such withholding of consent shall be presumptively reasonable. Seventy-five percent (iii) Tenant's compliance with all of its obligations under the Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, Tenant may nonetheless sublease (but not assign), all or a portion of the Property to the proposed transferee, but only on the other terms of the proposed transfer. (b) If Tenant assigns or subleases, the following shall apply: (i) Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's Share (stated in Section 1.1475%) of the Profit (defined below) on such transaction as and when received by Tenant, unless Landlord gives written notice to Tenant and the assignee or subtenant that Landlord's Share shall be paid by the assignee or subtenant to Landlord directly. The "Profit" means (A) all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly any rent in excess of the monthly rent payable Rentals to be paid under the Lease, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less this Lease (B) costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for real estate broker's commissions and costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is entitled to recover such costs and expenses before Tenant is obligated to pay the Landlord's Share to Landlord. The Profit prorated in the case event of a sublease of less than all the Property is entire Premises), shall be paid directly to Landlord, as Additional Rent, at the rent allocable time and place specified in this Lease. For the purposes of this Paragraph 24, the term "rent" shall include any consideration of any kind received, or to be received, by Tenant from an assignee or subtenant, if such sums are related to Tenant's interest in this Lease or in the subleased space Premises, including, but not limited to key money, bonus money, and payments (in excess of the fair market value thereof) for Tenant's assets, fixtures, trade fixtures, inventory, accounts, goodwill, equipment, furniture, general intangibles, and any capital stock or other equity ownership interest of Tenant. Any assignment or subletting without Landlord's consent shall be voidable at Landlord's option, and shall constitute a Default by Tenant. Landlord's consent to any one assignment or sublease shall not constitute a waiver of the provisions of this Paragraph 24 as to any subsequent assignment or sublease nor a percentage on a square footage basisconsent to any subsequent assignment or sublease; further, Landlord's consent to an assignment or sublease shall not release Tenant from Tenant's obligations under this Lease, and Tenant shall remain jointly and severally liable with the assignee or subtenant.

Landlord’s Consent. (a) TenantLandlord's request for consent hereunder shall not be unreasonably withheld; provided, however, in granting or withholding its consent Landlord shall be entitled to any transfer described in Sections 9.1 shall set forth in writing take into consideration all relevant factors including without limitation, the details creditworthiness, nature of the business and business reputation of the proposed transfer, including subtenant or assignee and the name, business and financial condition of the prospective transferee, financial details parking requirements of the proposed transfer (e.g.,the term subtenant or assignee to the extent and only to the extent such parking requirements exceed the parking requirements of Tenant. Landlord may, if it so elects, withhold its consent if the proposed subtenant or assignee is a government entity. Landlord may withhold or condition its consent subject to execution and delivery of an appropriate sublease or assignment which includes provisions for notice to Landlord, prohibition on further assignment or subleasing without Landlord's consent, except pursuant to the rent terms of this Lease and security deposit payable under indemnification of Landlord by the subtenant or assignee. Landlord may withhold its consent to any proposed assignment or sublease)sublease if an Event of Default has occurred and is continuing, or an event has occurred which, with the giving of notice, or the passage of time, or both, could constitute any Event of Default. Landlord's consent to any assignment or subletting, is not a waiver of Landlord's right to approve or disapprove any subsequent assignment or subletting. (b) For any approved sublease or assignment, in the event the Base Rent paid by any assignee or subtenant exceeds the Base Rent due to Landlord from Tenant, Landlord shall be entitled to receive one-half ( 1/2) of such excess above the Base Rent after Tenant has received full reimbursement out of such excess of all reasonable sublease or assignment expenses, including but not limited to architectural fees, contractor fees, cost of leasehold improvements, rental abatement and legal and brokerage fees. (c) The provisions of Section 10.02(b) to the contrary notwithstanding, should Tenant request consent to enter into one or more subleases or assignments, which in the aggregate, cover more than (i) twenty-five percent (25%) of the Leased Premises and are for a period of time which extended into the final twenty-four (24) months of the Lease Term, or (ii) thirty-five percent (35%) or more of the Leased Premises, in either event, Landlord shall be entitled to recapture the portion of the Leased Premises under consideration for sublease or assignment by providing Tenant with written notice within ten (10) days of the date of the requested consent. In either event, Landlord and Tenant shall promptly enter into an amendment to this Lease reflecting such recapture of a portion of the Leased Premises as well as such other provisions which are required to reflect the conversion of the Building to a multi-tenant building, including but not limited to Building Rules and Regulations and parking regulations. Notwithstanding the above: (i) if Tenant exercises its renewal option with respect to any sublease space concurrently with the subleasing, then Landlord will have no right to recapture such space under the provisions of (i) the immediately preceding sentence; and (ii) Landlord's right of recapture will not apply to any subleases or assignments made pursuant to Section 10.03 hereof and such subleases and assignments will not be included or considered under the provisions set forth hereinabove for the purpose of calculating the percentage of the Leased Premises which has been leased. (d) Notwithstanding the consent by Landlord to any assignment or subletting, Tenant shall remain liable for the payment of Rent and performance of all other information Landlord deems relevant. Landlord obligations under this Lease. (e) Tenant shall have the right to withhold consent, if reasonable, or erect partitions and demising walls to grant consent, based on the following factors: (i) the business of the proposed assignee or subtenant and the proposed use of the Property; (ii) the net worth and financial reputation of the proposed assignee or subtenant; (iii) Tenant's compliance with all of its obligations accommodate any sublease which is entered into by Tenant under the terms and provisions of this Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, Tenant may nonetheless sublease (but not assign), all or a portion of the Property to the proposed transferee, but only on the other terms of the proposed transfer. (b) If Tenant assigns or subleases, the following shall apply: (i) Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's Share (stated in Section 1.14) of the Profit (defined below) on such transaction as and when received by Tenant, unless Landlord gives written notice to Tenant and the assignee or subtenant that Landlord's Share shall be paid by the assignee or subtenant to Landlord directly. The "Profit" means (A) all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly rent in excess of the monthly rent payable under the Lease, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less (B) costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for real estate broker's commissions and costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is entitled to recover such costs and expenses before Tenant is obligated to pay the Landlord's Share to Landlord. The Profit in the case of a sublease of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basis.

Landlord’s Consent. (a) Tenant's request for consent to any transfer described in Sections 9.1 Section 9.01 shall set forth in writing the details of the proposed transfer, including the name, business and financial condition of the prospective transferee, and the financial details of the proposed transfer (e.g.,the , the term of and the rent and security deposit payable under any proposed assignment or sublease), and any other information Landlord deems relevant. Landlord shall have the right to withhold consent, if reasonable, or to grant consent, based on the following factors: (i) the business of the proposed assignee or subtenant and the proposed use of the PropertyPremises; (ii) the net worth and financial reputation of the proposed assignee or subtenant; and (iii) Tenant's compliance with all of its obligations under the Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, Tenant may nonetheless sublease (but not assign), all or a portion of the Property Premises to the proposed transferee, but only on the other terms of the proposed transfer. (b) . If Tenant assigns or subleases, the following shall apply: (i) Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's Share (stated in Section 1.14) of the Profit (defined below) on such transaction as and when received by Tenant, unless Landlord gives written notice to Tenant and the assignee or subtenant that Landlord's Share shall be paid by the assignee or subtenant to Landlord directly. The "Profit" means (A) all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly rent in excess of the monthly rent payable under the Lease, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less (B) reasonable and customary costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for real estate broker's commissions and costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is entitled to recover such costs and expenses before Tenant is obligated to pay the Landlord's Share to Landlord. The Profit in the case of a sublease of less than all the Property Premises is the rent allocable to the subleased space as a percentage on a square footage basis.

Landlord’s Consent. (a) Tenant's Xxxxxx’s request for consent to any transfer described in Sections 9.1 Section 9.01 shall set forth in writing the details of the proposed transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transfer (e.g.,the , the term of and the rent and security deposit payable under any proposed assignment or sublease), and any other information Landlord deems relevant. Landlord shall have the right to terminate this Lease or to withhold consent, if reasonable, or to grant consent, . based on the following factors: (i) the business of the proposed assignee or subtenant and the proposed use of the Property; (ii) the net worth and financial reputation of the proposed assignee or subtenant; : (iii) Tenant's ’s compliance with all of its obligations under the Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, Tenant may nonetheless sublease (but not assign), all or a portion of the Property to the proposed transferee-transferee, but only on the other terms of the proposed transfer. (b) If Tenant assigns or subleases, the following shall apply: (i) Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's ’s Share (stated in Section 1.141.13) of the Profit (defined below) on such transaction as and when received by TenantXxxxxx, unless Landlord Xxxxxxxx gives written notice to Tenant Xxxxxx and the assignee or subtenant that Landlord's ’s Share shall be paid by the assignee or subtenant to Landlord directly. The "“Profit" ” means (A) all amounts paid to Tenant for such assignment or sublease, including "“key" ” money, monthly rent in excess of the monthly rent payable under the Lease, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less (B) costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for real estate broker's ’s commissions and costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is entitled to recover such costs and expenses before Tenant is obligated to pay the Landlord's ’s Share to Landlord. The Profit in the case of a sublease of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basis. (ii) Tenant shall provide Landlord a written statement certifying all amounts to be paid from any assignment or sublease of the Property within thirty (30) days after the transaction documentation is signed, and Landlord may inspect Tenant’s books and records to verify the accuracy of such statement. On written request, Tenant shall promptly furnish to Landlord copies of all the transaction documentation, all of which shall be certified by Tenant to be complete, true and correct. Xxxxxxxx’s receipt of Landlord’s Share shall not be a consent to any further assignment or subletting. The breach of Tenant’s obligation under this Paragraph 9.05(b) shall be a material default of the Lease. (c) See Addendum Section 9.05(c)

Landlord’s Consent. (a) Tenant's request for consent to any transfer described in Sections 9.1 Section 9.01 shall set forth in writing the details of the proposed transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transfer (e.g.,the , the term of and the rent and security deposit payable under any proposed assignment or sublease), and any other information Landlord deems relevant. Landlord shall have the right to withhold consent, if reasonable, or to grant consent, based on the following factors: (iI) the business of the proposed assignee or subtenant and the proposed use of the Property; (ii) the net worth and financial reputation of the proposed assignee or subtenant; (iii) Tenant's compliance with all of its obligations under the Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, . Tenant may nonetheless sublease (but not assign), all or a portion of the Property to the proposed transferee, but only on the other terms of the proposed transfer. (b) If Tenant assigns or subleases, the following shall apply: (i) Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's Share (stated in Section 1.141.13) of the Profit (defined below) on such transaction as and when received by Tenant, unless Landlord gives written notice to Tenant and the assignee or subtenant that Landlord's Share shall be paid by the assignee or subtenant to Landlord directlydirectory. The "Profit" means (A) all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly rent in excess of the monthly rent payable under the Lease, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less (B) costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for real estate broker's commissions and costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is entitled to recover such costs and expenses before Tenant is obligated to pay the Landlord's Share to Landlord. The Profit in the case of a sublease of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basis.. 17

Landlord’s Consent. If Landlord does not exercise its right to terminate pursuant to Paragraph 24.2(b) within fifteen (a15) days after receipt of Tenant's request for consent to any transfer described in Sections 9.1 ’s notice or if Tenant proposes a sublease, Landlord shall not unreasonably withhold or delay beyond fifteen (15) days following its receipt of Tenant’s notice (satisfying the notice requirements set forth in writing the details of Paragraph 24.2(a) above) its consent to the proposed transferassignment or subletting, including on the nameterms and conditions specified in said notice. If Tenant’s notice fails to state that it constitutes an offer to terminate the Lease as may be required pursuant to Paragraph 24.2(a), business and financial condition of Landlord may deem such notice to constitute an offer to terminate the prospective transferee, financial details of Lease as required herein. Without otherwise limiting the proposed transfer (e.g.,the term of and the rent and security deposit payable under criteria upon which Landlord may withhold its consent to any proposed assignment or sublease), and any other information Landlord deems relevant. Landlord shall have the right to withhold consent, if reasonable, or to grant consent, based on Landlord withholds its consent where Tenant is in default (beyond the following factors: (iapplicable notice and cure period) at the business time of the proposed assignee giving of Tenant’s notice or subtenant and the proposed use of the Property; (ii) the net worth and financial reputation of the proposed assignee or subtenant; (iii) Tenant's compliance with all of its obligations under the Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, Tenant may nonetheless sublease (at any time thereafter but not assign), all or a portion of the Property prior to the proposed transferee, but only on the other terms effective date of the proposed transfer. (b) If Tenant assigns or subleases, the following shall apply: (i) Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's Share (stated in Section 1.14) of the Profit (defined below) on such transaction as and when received by Tenant, unless Landlord gives written notice to Tenant and the assignee or subtenant that Landlord's Share shall be paid by the assignee or subtenant to Landlord directly. The "Profit" means (A) all amounts paid to Tenant for such assignment or sublease, including "key" moneyor where the net worth of the proposed assignee (according to generally accepted accounting principles) is not reasonably acceptable to Landlord in light of the obligations being assumed by the assignee or sublessee, monthly such withholding of consent shall be presumptively reasonable. Fifty percent (50%) of any and all rent paid by an assignee or subtenant in excess of the monthly rent payable Rentals to be paid under the Lease, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less this Lease (B) costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for real estate broker's commissions and costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is entitled to recover such costs and expenses before Tenant is obligated to pay the Landlord's Share to Landlord. The Profit prorated in the case event of a sublease of less than all the Property is entire Premises), after Tenant’s deduction therefrom of reasonable brokerage commissions, reasonable attorneys’ fees and tenant improvement costs incurred by Tenant solely in connection with such assignment or subleasing transaction (with such brokerage commissions and tenant improvement costs amortized over the rent allocable term of the sublease or assigned Lease, as applicable), shall be paid directly to Landlord, as Additional Rent, at the time and place specified in this Lease. For the purposes of this Paragraph 24, the term “rent” shall include any consideration of any kind received, or to be received, by Tenant from an assignee or subtenant, if such sums are related to Tenant’s interest in this Lease or in the Premises (or leasehold improvements therein) or such assignment or subletting, including, but not limited to key money, bonus money, and payments (to the subleased space extent in excess of the fair market value thereof) for Tenant’s assets, fixtures, trade fixtures, inventory, accounts, goodwill, equipment, furniture, general intangibles, and any capital stock or other equity ownership interest of Tenant. Any assignment or subletting without Landlord’s consent shall be voidable at Landlord’s option, and shall constitute a Default by Tenant. Landlord’s consent to any one assignment or sublease shall not constitute a waiver of the provisions of this Paragraph 24 as to any subsequent assignment or sublease nor a percentage on a square footage basisconsent to any subsequent assignment or sublease; further, Landlord’s consent to an assignment or sublease shall not release Tenant from Tenant’s obligations under this Lease, and Tenant shall remain jointly and severally liable with the assignee or subtenant.

Landlord’s Consent. (a) Tenant's request for consent to any transfer described in Sections 9.1 Section 9.01 shall set forth in writing the details of the proposed transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transfer (e.g.,the , the term of and the rent and security deposit payable under any proposed assignment or sublease), and any other information Landlord reasonably deems relevant. Landlord shall have the right to withhold consent, if reasonable, or to grant consent, based on the following factors: (i) the business of the proposed assignee or subtenant and the proposed use of the Property; (ii) the net worth and financial reputation of the proposed assignee or subtenant; : (iii) Tenant's compliance with all of its obligations under the Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, Tenant may nonetheless sublease (but not assign), all or a portion of the Property to the proposed transferee, but only on the other terms of the proposed transfer. (b) If Tenant assigns or subleases, the following shall apply: (i) Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's Share share (stated in Section 1.14) of the Profit (defined below) on such transaction as and when received by Tenant, unless Landlord gives written notice to Tenant and the assignee or subtenant that Landlord's Share share shall be paid by the assignee or subtenant to Landlord directly. The "Profit" means (A) all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly rent in excess of the monthly rent payable under the Lease, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less (B) costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for real estate brokerBroker's commissions and costs cost of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is entitled to recover such costs and expenses before Tenant is obligated to pay the Landlord's Share share to Landlord. The Profit in the case of a sublease of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basis.

Landlord’s Consent. (a) Tenant's ’s request for consent to any transfer described in Sections 9.1 Section 9.01 shall set forth in writing the details of the proposed transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transfer (e.g.,the e g , the term of and the rent and security deposit payable under any proposed assignment or sublease), and any other information Landlord deems relevant. Landlord shall have the right to withhold consent, if reasonable, or to grant consent, based on the following factors: (i1) the business of the proposed assignee or subtenant and the proposed use of the Property; (ii) the net worth and financial reputation of the proposed assignee or subtenant; (iii) Tenant's ’s compliance with all of its obligations under the Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, . Tenant may nonetheless sublease (but not assign), all or a portion of the Property to the proposed transferee, but out only on the other terms of the proposed transfer. (b) If Tenant assigns or subleasessubleases pursuant to Section 9.01, the following shall apply: : (i) Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's ’s Share (stated in Section 1.141.13) of the Profit (defined below) on such transaction as and when received by Tenant, unless Landlord gives written notice to Tenant and the assignee or subtenant that Landlord's Share ’s share shall be paid by the assignee or subtenant to Landlord directly. The "“Profit" ” means (A) all amounts paid to Tenant for such assignment or sublease, including "“key" ” money, monthly rent in excess of the monthly rent payable under the Lease, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less (B) costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for real estate broker's ’s commissions and costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is entitled entit1ed to recover such costs and expenses before Tenant is obligated to pay the Landlord's Share ’s share to Landlord. The Profit in the case of a sublease of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basis; (ii) Tenant shall provide Landlord a written statement certifying all amounts to be paid from any assignment or sublease of the Property within thirty (30) days after the transaction documentation is signed, and Landlord may inspect Tenant’s books and records to verify the accuracy of such statement. On written request, Tenant shall promptly furnish to Landlord copies of all transaction documentation all of which shall be certified by Tenant to be complete, true and correct. Landlord’s receipt of the Landlord’s share shall not be a consent to any further assignment or subletting. The breach of Tenant’s obligation under this Paragraph 9.05(b) shall be a material default of the Lease.

Landlord’s Consent. If Landlord consents to any assignment or subletting, such consent shall not constitute a waiver of any of the restrictions of this Article XIV and the same shall apply to each successive assignment or subletting hereunder, if any. In no event shall an assignment or subletting affect the continuing primary liability of Tenant (a) Tenant's request for which, following an assignment, shall be joint and several with the assignee), or relieve Tenant of any of its obligations hereunder without an express written release being given by Landlord. If Landlord consents to an assignment or subletting under this Article XIV, such assignment or subletting shall not be effective until the assignee or sublessee shall assume in a writing delivered to Landlord all of the obligations of this Lease on the part of Tenant to be performed or observed and whereby the assignee or sublessee shall agree that the provisions contained in this Lease shall, notwithstanding such assignment or subletting, continue to be binding upon it with respect to all future assignments and sublettings, and Tenant and the applicable assignee or sublessee have entered into Landlord’s standard consent to any transfer described in Sections 9.1 sublease agreement or consent to assignment agreement, as the case may be. Such assignment or sublease agreement and consent agreement shall set forth in writing be duly executed and a fully executed copy thereof shall be delivered to Landlord, and Landlord may collect Monthly Rent and Additional Rent due hereunder directly from the details assignee or sublessee. Collection of Monthly Rent and Additional Rent directly from an assignee or sublessee shall not constitute a consent or a waiver of the proposed transfer, including the name, business and financial condition necessity of the prospective transferee, financial details of the proposed transfer (e.g.,the term of and the rent and security deposit payable under any proposed consent to such assignment or sublease)subletting, and any other information Landlord deems relevant. Landlord nor shall have the right to withhold consent, if reasonable, or to grant consent, based on the following factors: (i) the business such collection constitute a recognition of the proposed such assignee or subtenant and sublessee as the proposed use Tenant hereunder or a release of Tenant from the Property; (ii) the net worth and financial reputation performance of the proposed assignee or subtenant; (iii) Tenant's compliance with all of its obligations under the Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, Tenant may nonetheless sublease (but not assign), all or a portion of the Property to the proposed transferee, but only on the other terms of the proposed transferhereunder. (b) If Tenant assigns or subleases, the following shall apply: (i) Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's Share (stated in Section 1.14) of the Profit (defined below) on such transaction as and when received by Tenant, unless Landlord gives written notice to Tenant and the assignee or subtenant that Landlord's Share shall be paid by the assignee or subtenant to Landlord directly. The "Profit" means (A) all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly rent in excess of the monthly rent payable under the Lease, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less (B) costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for real estate broker's commissions and costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is entitled to recover such costs and expenses before Tenant is obligated to pay the Landlord's Share to Landlord. The Profit in the case of a sublease of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basis.

Landlord’s Consent. (a) Tenant's ’s request for consent to any transfer described in Sections 9.1 under Section 13.01 shall set forth in writing the details of the proposed sublease, assignment or transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transfer transaction (e.g.,the , the term of and the rent and security deposit payable under any proposed assignment or sublease), and any other information Landlord reasonably deems relevant. Landlord shall have not unreasonably withhold, condition or delay its consent to any proposed sublease or assignment. Notwithstanding, the right to withhold consentforegoing, if reasonable, or Landlord’s refusal to grant consentconsent shall not be unreasonable if the proposed assignee or sublessee is an entity: (a) whose net worth and financial condition, based on in Landlord’s reasonable judgment, does not meet the following factorscredit standards applied by Landlord for other tenants under leases with comparable terms (b) with which Landlord is already in negotiation as evidenced by the issuance of a written proposal; (c) is already an occupant of the Property unless Landlord is unable to provide the amount of space required by such occupant; (d) is a governmental agency; (e) is incompatible with the character of occupancy of the Property; or (f) would subject the Premises to a use which would: (i) involve excessive wear upon the business of the proposed assignee or subtenant and the proposed use of the PropertyPremises; (ii) the net worth and financial reputation violate any exclusive right granted to another tenant of the proposed assignee or subtenantproperty; (iii) Tenant's compliance require any addition to or modification of the Premises or the Property in order to comply with all of its obligations under the Lease; and (iv) such building code or other factors as Landlord may reasonably deem relevantgovernmental requirements. If Landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, Tenant may nonetheless sublease (but not assign), all shall assign or a portion of the Property to the proposed transferee, but only on the other terms of the proposed transfer. (b) If Tenant assigns or subleasessublease, the following shall apply: (i) : Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's Share fifty (stated in Section 1.1450%) percent of the Profit Proceeds (defined below) on such transaction (such amount being Landlord’s share) as and when received by Tenant, unless Landlord gives written shall give notice to Tenant and the assignee or subtenant that Landlord's ’s Share shall be paid by the assignee or subtenant to Landlord directly. The "Profit" means Proceeds shall mean (Aa) all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly rent in excess of the monthly rent payable under the Lease, and all fees and other consideration paid for or in respect of the assignment or sublease, including fees under any collateral agreements, agreements less (Bb) the rent and other sums payable under this Lease (in the case of a sublease of less than all of the Premises, allocable to the subleased premises) and all costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for reasonable real estate broker's ’s commissions and reasonable costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is shall be entitled to recover such reasonable costs and expenses before Tenant is shall be obligated to pay the Landlord's ’s Share to Landlord. The Profit Tenant shall provide Landlord a written statement certifying all amounts to be paid from any assignment or sublease of the Premises within thirty (30) days after the transaction shall be signed and from time to time thereafter on Landlord’s request, and Landlord may inspect Tenant’s books and records to verify the accuracy of such statement. On written request, Tenant shall promptly furnish to Landlord copies of all the transaction documentation, all of which shall be certified by Tenant to be complete, true and correct. Tenant shall promptly reimburse Landlord for all legal costs and expenses incurred by Landlord in the case of connection with a request for a sublease or assignment of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basisthis Lease.

Landlord’s Consent. In the event Landlord consents to any assignment or subletting, such consent shall not constitute a waiver of any of the restrictions of this Article 14 and the same shall apply to each successive assignment of this Lease or subletting of the Premises (a) Tenantor portion of the Premises), if any. In no event shall Landlord's request for consent to an assignment or subletting affect the continuing primary liability of Tenant (which, following assignment, shall be joint and several with the assignee(s)), or relieve Tenant of any transfer described of its obligations hereunder without an express written release being given by Landlord. In the event that Landlord shall consent to an assignment or subletting under this Article 14, such assignment or subletting shall not be effective until the assignee or sublessee shall execute, acknowledge and deliver to Landlord an agreement, in Sections 9.1 form and substance satisfactory to Landlord, whereby assignee or sublessee shall set forth in writing the details assume all of the proposed transferobligations of this Lease on the part of Tenant to be performed or observed and whereby the assignee or sublessee shall agree that the provisions contained in this Lease shall, including notwithstanding such assignment or subletting, continue to be binding upon it with respect to all future assignments and sublettings. Such assignment or sublease agreement shall be duly executed and a fully executed copy thereof shall be delivered to Landlord, and Landlord may collect Monthly Rent and Additional Rent due hereunder directly from the name, business assignee or sublessee. Collection of Monthly Rent and financial condition Additional Rent directly from an assignee or sublessee shall not constitute a consent or a waiver of the prospective transferee, financial details necessity of the proposed transfer (e.g.,the term of and the rent and security deposit payable under any proposed consent to such assignment or sublease)subletting, and any other information Landlord deems relevant. Landlord nor shall have the right to withhold consent, if reasonable, or to grant consent, based on the following factors: (i) the business such collection constitute a recognition of the proposed such assignee or subtenant and sublessee as the proposed use Tenant hereunder or a release of Tenant from the Property; (ii) the net worth and financial reputation performance of the proposed assignee or subtenant; (iii) Tenant's compliance with all of its obligations under the Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, Tenant may nonetheless sublease (but not assign), all or a portion of the Property to the proposed transferee, but only on the other terms of the proposed transferhereunder. (b) If Tenant assigns or subleases, the following shall apply: (i) Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's Share (stated in Section 1.14) of the Profit (defined below) on such transaction as and when received by Tenant, unless Landlord gives written notice to Tenant and the assignee or subtenant that Landlord's Share shall be paid by the assignee or subtenant to Landlord directly. The "Profit" means (A) all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly rent in excess of the monthly rent payable under the Lease, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less (B) costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for real estate broker's commissions and costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is entitled to recover such costs and expenses before Tenant is obligated to pay the Landlord's Share to Landlord. The Profit in the case of a sublease of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basis.

Landlord’s Consent. (a) Tenant's request for consent to any transfer described in Sections Sexxxxx 9.1 shall set forth in writing the details of the proposed transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transfer (e.g.,the , the term of and the rent and security deposit payable under any proposed assignment or sublease), and any other information Landlord deems relevant. Landlord shall have the right to withhold consent, if reasonable, or to grant consent, based on the following factors: (i) the business of the proposed assignee or subtenant and the proposed use of the Property; (ii) the net worth and financial reputation of the proposed assignee or subtenant; (iii) Tenant's compliance with all of its obligations under the Lease; , and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, Tenant may nonetheless sublease (but not assign), all or a portion of the Property to the proposed transferee, but only on the other terms of the proposed transfer. (b) If Tenant assigns or subleases, the following shall apply: (i) Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's Share (stated in Section 1.14) of the Profit (defined below) on such transaction as and when received by Tenant, unless Landlord gives written notice to Tenant and the assignee asxxxxxx or subtenant that subtexxxx xxat Landlord's Share shall be paid shalx xx xaid by the assignee or subtenant to Landlord directly. The "Profit" Profit means (A) all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly rent in excess of the monthly rent payable under the Lease, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less (B) costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for real estate broker's commissions and costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is entitled to recover such costs and expenses before Tenant is obligated to pay the Landlord's Share to Landlord. The Profit in the case of a sublease of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basis. (ii) Tenant shall provide Landlord a written statement certifying all amounts to be paid from any assignment or sublease of the Property within thirty (30) days after the transaction documentation is signed, and Landlord may inspect Tenant's books and records to verify the accuracy of such statement. On written request, Tenant shall promptly furnish to Landlord copies of all the transaction documentation. all of which shall be certified by Tenant to be complete, true and correct. Landlord's receipt of Landlord's Share shall not be a consent to any further assignment or subletting. The breach of Tenant's obligation under this Paragraph 9.5(b) shall be a material default of the Lease. (iii) Notwithstanding anything to the contrary in this Article IX, no Profit shall be due or payable to Landlord if the assignment or sublease is to an entity that is affiliated with, or under common control with Tenant.

Landlord’s Consent. (a) Tenant's request Tenaxx'x xequest for consent to any transfer described in Sections 9.1 Section 9.01 shall set forth in writing the details of the proposed transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transfer (e.g.,the , the term of and the rent and security deposit payable under any proposed assignment or sublease), and any other information Landlord reasonably deems relevant. Landlord shall have the right to withhold consent, if reasonable, or to grant consent, based on the following factors: (i) the business of the proposed assignee or subtenant and the proposed use of the Property; (ii) the net worth and financial reputation creditworthiness of the proposed assignee or subtenant; and (iii) Tenant's compliance with all of its obligations under the Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of the net worth and/or financial reputation and or creditworthiness of the proposed assignee, Tenant may nonetheless sublease (but not assign), all or a portion of the Property to the proposed transferee, but only on the other terms of the proposed transfer. (b) If Tenant assigns or subleases, the following shall apply: (i) Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's Share (stated in Section 1.141.13) of the Profit (defined below) on such transaction as and when received by TenantTenaxx, unless Landlord gives xxless Landxxxx xxxes written notice to Tenant and Tenaxx xxx the assignee or subtenant that Landlord's Share shall be paid by the assignee or subtenant to Landlord directly. The "Profit" means (A) all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly rent in excess of the monthly rent payable under the Lease, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less (B) costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for real estate broker's commissions and costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is entitled to recover such costs and expenses before Tenant is obligated to pay the Landlord's Share to Landlord. The Profit in the case of a sublease of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basis.

Landlord’s Consent. Tenant shall make no alterations, additions or improvements (aan "Alteration") Tenantin or to the Premises, without Landlord's request for consent to any transfer described in Sections 9.1 shall set forth in writing prior written consent. So long as the details Alteration is nonstructural, is not visible from the exterior of the proposed transferBuilding, including does not involve any work above the name, business and financial condition dropped ceiling of the prospective transfereePremises and does not affect any Building systems or their operation, financial details of the proposed transfer (e.g.,the term of and the rent and security deposit payable under any proposed assignment or sublease), and any other information Landlord deems relevant. Landlord Landlord's consent shall have the right to withhold consent, if reasonable, or to grant consent, based on the following factors: (i) the business of the proposed assignee or subtenant and the proposed use of the Property; (ii) the net worth and financial reputation of the proposed assignee or subtenant; (iii) Tenant's compliance with all of its obligations under the Lease; and (iv) such other factors as Landlord may reasonably deem relevantnot be unreasonably withheld. If Landlord objects Tenant desires to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assigneemake any Alteration, Tenant may nonetheless sublease (but not assign)shall submit detailed plans, all or a portion of specifications and an itemized budget for making the Property to the proposed transferee, but only on the other terms of the proposed transfer. (b) If Tenant assigns or subleases, the following shall apply: (i) Alteration. Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's Share (stated in Section 1.14) of the Profit (defined below) on such transaction as and when received by Tenant, unless Landlord gives written notice to Tenant and the assignee or subtenant that Landlord's Share shall be paid by the assignee or subtenant to Landlord directly. The "Profit" means (A) all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly rent in excess of the monthly rent payable under the Lease, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less (B) reasonable costs and expenses directly incurred by Tenant Landlord for any architectural, engineering, supervisory or legal services in connection with the execution Alteration, including its review of the plans, specifications and performance budget for purposes of such assignment or sublease for real estate broker's commissions determining whether to consent. Landlord may impose any reasonable conditions and costs of renovation or construction of tenant improvements required under such assignment or subleaserequirements to any consent as Landlord shall in its discretion deem to be necessary, including the hours when work may be performed and insurance and bonding requirements. Tenant is entitled to recover such costs and expenses before Tenant is obligated to pay the Landlord's Share to Any approved Alteration shall be made only by contractors reasonably approved by Landlord. The Profit review, approval, inspection or examination by Landlord or any of its agents of any plans, specifications, contractors or any other items shall be solely for Landlord's benefit and to protect its interests, and neither Landlord nor its agents shall be deemed to have assumed any responsibility for the quality of work of any contractor or the accuracy, sufficiency, quality or suitability of such plans, specifications or other items. Tenant shall construct such Alterations in a good and workmanlike manner and shall comply with all applicable laws and requirements of governmental authorities and any insurance rating bureau or similar body used by Landlord's insurers. Before commencing any work, Tenant shall deliver to Landlord at least ten (10) days notice of the case proposed commencement of such work, so that Landlord may post and record a sublease notice of less than nonresponsibility. All Alterations, including all wall coverings, floor coverings, built-in cabinet work, paneling and the Property is like, shall become the rent allocable property of Landlord and remain upon the Premises at the end of the Term, except to the subleased space as a percentage on a square footage basisextent Landlord requires Tenant to remove them pursuant to Article 8.

Landlord’s Consent. (a) Tenant's ’s request for consent to any transfer described in Sections 9.1 Section 9.01 shall set forth in writing the details of the proposed transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transfer (e.g.,the , the term of and the rent and security deposit payable under any proposed assignment or sublease), and any other information Landlord deems relevant. Landlord shall have the right to withhold consent, if reasonable, or to grant consent, based on the following factors: (i) the business of the proposed assignee or subtenant and the proposed use of the Property; (ii) the net worth and financial reputation of the proposed assignee or subtenant; (iii) Tenant's ’s compliance with all of its obligations under the Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, Tenant may nonetheless sublease (but not assign), all or a portion of the Property to the proposed transferee, but only on the other terms of the proposed transfer. (ba) If Tenant assigns or subleases, the following shall apply: (i) Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's ’s Share (stated in Section 1.141.13) of the Profit (defined below) on such transaction as and when received by Tenant, unless Landlord gives written notice to Tenant and the assignee or subtenant that Landlord's ’s Share shall be paid by the assignee or subtenant to Landlord directly. The "“Profit" ” means (A) all amounts paid to Tenant for such assignment or sublease, including "“key" ” money, monthly rent in excess of the monthly rent payable under the Lease, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreementsagreements related to the subtenant’s occupancy rights, less (B) costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for real estate broker's ’s commissions and costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is entitled to recover such costs and expenses before Tenant is obligated to pay the Landlord's ’s Share to Landlord. The Profit in the case of a sublease of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basis. (ii) Tenant shall provide Landlord a written statement certifying all amounts to be paid from any assignment or sublease of the Property within thirty (30) days after the transaction documentation is signed, and Landlord may inspect Tenant’s books and records to verify the accuracy of such statement. Landlord’s receipt of Landlord’s Share shall not be a consent to any further assignment or subletting. The breach of Tenant’s obligation under this Section 9.04(a)(ii) shall be a material default of the Lease.

Landlord’s Consent. (a) If, at any time or from time to time during the Term hereof, Tenant desires to assign this Lease or sublet all or any part of the Premises, and if Tenant is not then in default under the terms of the Lease, Tenant shall submit to Landlord a written request for approval setting forth the terms and provisions of the proposed assignment or sublease, the identity of the proposed assignee or subtenant, and a copy of the proposed form of assignment or sublease. Tenant's ’s request for consent shall be submitted to any transfer described in Sections 9.1 Landlord at least thirty (30) days prior to the intended date of such transfer. Tenant shall set forth in writing promptly supply Landlord with such information concerning the details of the proposed transfer, including the name, business background and financial condition of the prospective transferee, financial details of the such proposed transfer (e.g.,the term of and the rent and security deposit payable under any proposed assignment assignee or sublease), and any other information subtenant as Landlord deems relevantmay reasonably request. Landlord shall have the right to withhold consentapprove such proposed assignee or subtenant, if reasonablewhich approval shall not be unreasonably withheld. In no event however, shall Landlord be required to consent to any assignment or sublease (a) to grant consentan existing tenant in the Project or (b) that may violate any restrictions contained in any mortgage, based lease or agreement affecting the Project. Landlord’s consent to any assignment shall not be construed as a consent to any subsequent assignment, subletting, transfer of partnership interest or stock, occupancy or use. Landlord agrees that it will respond within 45 days from the receipt of a complete request and information package. 18.2.1. Landlord’s approval shall be conditioned, among other things, on Landlord’s receiving adequate assurances of future performance under this Lease and any sublease or assignment. In determining the following factors: (i) adequacy of such assurances, Landlord may base its decision on such factors as it deems appropriate, including but not limited to: 18.2.1.1. that the source of rent and other consideration due under this Lease, and, in the case of assignment, that the financial condition and operating performance and business experience of the proposed assignee and its guarantors, if any, shall be equal to or subtenant greater than the financial condition and operating performance and experience of Tenant and its guarantors, if any, as of the time Tenant became the lessee under this Lease; 18.2.1.2. that any assumption or assignment of this Lease will not result in increased cost or expense, wear and tear, greater traffic or demand for services and utilities provided by Landlord pursuant to Section 10. hereof and will not disturb or be detrimental to other tenants of Landlord; 18.2.1.3. whether the proposed assignee’s use of the PropertyPremises will include the use of Hazardous Material, or will in any way increase any risk to Landlord relating to Hazardous Material; and 18.2.1.4. that assumption or assignment of such lease will not disrupt any tenant mix or balance in the project. 18.2.2. The assignment or sublease shall be on the same terms and conditions set forth in the written request for approval given to Landlord, or, if different, upon terms and conditions consented to by Landlord; 18.2.3. No assignment or sublease shall be valid and no assignee or sublessee shall take possession of the Premises or any part thereof until an executed counterpart of such assignment or sublease has been delivered to Landlord; 18.2.4. No assignee or sublessee shall have a further right to assign or sublet except on the terms herein contained; 18.2.5. Any sums or other economic considerations received by Tenant as a result of such assignment or subletting, however denominated under the assignment or sublease, which exceed, in the aggregate (iia) the net worth and financial reputation of the proposed assignee or subtenant; total sums which Tenant is obligated to pay Landlord under this Lease (iii) Tenant's compliance with all of its prorated to reflect obligations under the Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects allocable to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, Tenant may nonetheless sublease (but not assign), all or a any portion of the Property to the proposed transfereePremises subleased), but only on the other terms of the proposed transfer. minus (b) If any real estate brokerage commissions or fees payable to third parties in connection with such assignment or subletting, shall be shared equally by Tenant assigns or subleases, the following shall apply: (i) Tenant shall pay to and Landlord as Additional Rent under this Lease without effecting or reducing any other obligations of Tenant hereunder. If Landlord consents to the proposed transfer, Tenant shall deliver to Landlord three (3) fully executed original documents (in the form previously approved by Landlord) and Landlord shall attach its consent thereto. Landlord shall retain one (1) fully executed original document. No transfer of Tenant’s interest in this Lease the Landlord's Share (stated in Section 1.14) of the Profit (defined below) on such transaction as and when received by Tenant, unless Landlord gives written notice to Tenant and the assignee or subtenant that Landlord's Share shall be paid by deemed effective until the assignee or subtenant to Landlord directlyterms and conditions of this Section 18. The "Profit" means (A) all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly rent in excess of the monthly rent payable under the Lease, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less (B) costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for real estate broker's commissions and costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is entitled to recover such costs and expenses before Tenant is obligated to pay the Landlord's Share to Landlord. The Profit in the case of a sublease of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basishave been fulfilled.

Landlord’s Consent. In the event Landlord consents to any assignment or subletting, such consent shall not constitute a waiver of any of the restrictions of this Article XIV and the same shall apply to each successive assignment or subletting hereunder, if any. In no event shall Landlord's consent to an assignment or subletting affect the continuing primary liability of Tenant (a) which, following assignment, shall be joint and several with the assignee), or relieve Tenant of any of its obligations hereunder without an express written release being given by Landlord. In the event that Landlord shall consent to an assignment or subletting under this Article XIV, such assignment or subletting shall not be effective until the assignee or sublessee shall assume all of the obligations of this Lease on the part of Tenant to be performed or observed and whereby the assignee or sublessee shall agree that the provisions contained in this Lease shall, notwithstanding such assignment or subletting, continue to be binding upon it with respect to all future assignments and sublettings. Such assignment or sublease agreement shall be duly executed and a fully executed copy thereof shall be delivered to Landlord, and Landlord may collect Monthly Rent and Additional Rent due hereunder directly from the assignee or sublessee and shall apply it to Tenant's request for obligations hereunder. Collection of Monthly Rent and Additional Rent directly from an assignee or sublessee shall not constitute a consent or a waiver of the necessity of consent to any transfer described in Sections 9.1 shall set forth in writing the details of the proposed transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transfer (e.g.,the term of and the rent and security deposit payable under any proposed such assignment or sublease)subletting, and any other information Landlord deems relevant. Landlord nor shall have the right to withhold consent, if reasonable, or to grant consent, based on the following factors: (i) the business such collection constitute a recognition of the proposed such assignee or subtenant and sublessee as the proposed use Tenant hereunder or a release of Tenant from the Property; (ii) the net worth and financial reputation performance of the proposed assignee or subtenant; (iii) Tenant's compliance with all of its obligations under the Lease; and (iv) such other factors as Landlord may reasonably deem relevanthereunder. If Landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, Tenant may nonetheless sublease (but not assign), all or a portion of the Property to the proposed transferee, but only on the other terms of the proposed transfer. (b) If Tenant assigns or subleases, the following shall apply: (i) Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's Share (stated in Section 1.14) of the Profit (defined below) on such transaction as and when received by Tenant, unless Landlord gives written notice Any sign rights granted to Tenant and the under this Lease shall not be assignable to or usable by any assignee or subtenant that sublessee of Tenant without the prior written consent of Landlord's Share shall be paid by the assignee or subtenant to Landlord directly. The "Profit" means (A) all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly rent in excess of the monthly rent payable under the Lease, its sole and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less (B) costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for real estate broker's commissions and costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is entitled to recover such costs and expenses before Tenant is obligated to pay the Landlord's Share to Landlord. The Profit in the case of a sublease of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basisabsolute discretion.

Landlord’s Consent. (a) Tenant's request for Tenant shall not, without the prior written consent to any transfer described in Sections 9.1 of Landlord, which consent shall set forth in writing the details of the proposed transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transfer (e.g.,the term of and the rent and security deposit payable under any proposed assignment or sublease), and any other information Landlord deems relevant. Landlord shall have the right to withhold consent, if reasonable, or to grant consent, based on the following factorsnot be unreasonably withheld: (i) assign, convey, mortgage or otherwise transfer this Lease or any interest hereunder, or sublease the business Premises, or any part thereof, whether voluntarily or by operation of law; or (ii) permit the proposed assignee or subtenant and the proposed use of the Property; Premises by any person other than Tenant and its employees. Any such transfer, sublease or use described in the preceding sentence (iia “Transfer”) occurring without the net worth prior written consent of Landlord shall be void and financial reputation of the proposed assignee no effect. Landlord’s consent to any Transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future Transfer. Landlord’s consent to any Transfer or subtenant; (iii) Tenant's compliance with all acceptance of its obligations rent from any party other than Tenant shall not release Tenant from any covenant or obligation under the this Lease; and (iv) such other factors as . Landlord may reasonably deem relevantrequire as a condition to its consent to any assignment of this Lease that the assignee execute an instrument in which such assignee assumes the obligations of Tenant hereunder. If Landlord objects to a proposed assignment solely because For the purposes of this paragraph, the net worth and/or financial reputation transfer (whether direct or indirect) of the proposed assignee, Tenant may nonetheless sublease (but not assign), all or a portion majority of the Property to capital stock in a corporate Tenant (other than the proposed transferee, but only on the other terms shares of the proposed transfer. (bcapital stock of a corporate Tenant whose stock is publicly traded) If or the merger, consolidation or reorganization of such Tenant assigns or subleases, the following shall apply: (i) transfer of all or any general partnership interest in any partnership Tenant or the transfer of all or any managing member’s interest in any limited liability company Tenant shall pay to Landlord as Additional Rent under be considered a Transfer. Tenant shall not advertise (or list with brokers or publish on any computer-generated listing service) its space for assignment or subletting at a rental rate lower than the Lease the Landlord's Share (stated in Section 1.14) greater of the Profit then Building rental rate for such space or the rental rate than being paid by Tenant to Landlord, nor shall Tenant actually charge a rental lower than such greater amount. The content, form, medium of publication (defined below) on including, without limitation, brochure, newspaper or magazine ad, electronic mail), and publisher of any such transaction as and when received by Tenant, unless Landlord gives written notice to Tenant and the assignee or subtenant that Landlord's Share proposed advertising shall be paid reasonably approved in writing, in advance, by the assignee or subtenant to Landlord directly. The "Profit" means (A) all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly rent in excess of the monthly rent payable under the Lease, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less (B) costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for real estate broker's commissions and costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is entitled to recover such costs and expenses before Tenant is obligated to pay the Landlord's Share to Landlord. The Profit in the case of a sublease of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basis.

Landlord’s Consent. (a) Tenant's ’s request for consent to any transfer described in Sections 9.1 under Section 13.01 shall set forth in writing the details of the proposed sublease, assignment or transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transfer transaction (e.g.,the , the term of and the rent and security deposit payable under any proposed assignment or sublease), and any other information Landlord deems relevant. Landlord shall have the right to withhold consent, if reasonablereasonably exercised, or to grant consent, based on the following factors: (i) the business of the proposed assignee or subtenant and the proposed use of the PropertyPremises; (ii) the net worth and financial reputation condition of the proposed assignee or subtenant; (iii) Tenant's ’s compliance with all of its obligations under the this Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects Tenant shall assign or sublease, other than pursuant to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, Tenant may nonetheless sublease (but not assign), all or a portion of the Property to the proposed transferee, but only on the other terms of the proposed transfer. (b) If Tenant assigns or subleasesPermitted Transfer, the following shall apply: (i) : Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's Share fifty percent (stated in Section 1.1450%) of the Profit Proceeds (defined below) on such transaction (such amount being Landlord’s Share) as and when received by Tenant, unless Landlord gives written shall give notice to Tenant and the assignee or subtenant that Landlord's ’s Share shall be paid by the assignee or subtenant to Landlord directly. The "Profit" means Proceeds shall mean (Aa) all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly rent in excess of the monthly rent payable under the Lease, and all fees and other consideration paid for or in respect of the assignment or sublease, including fees under any collateral agreements, agreements less (Bb) the rent and other sums payable under this Lease (in the case of a sublease of less than all of the Premises, allocable to the subleased premises) and all costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for reasonable real estate broker's ’s commissions and reasonable costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is shall be entitled to recover such reasonable costs and expenses before Tenant is shall be obligated to pay the Landlord's ’s Share to Landlord. The Profit Tenant shall provide Landlord a written statement certifying all amounts to be paid from any assignment or sublease of the Premises within thirty (30) days after the transaction shall be signed and from time to time thereafter on Landlord’s request, and Landlord may inspect Tenant’s books and records to verify the accuracy of such statement. On written request, Tenant shall promptly furnish to Landlord copies of all the transaction documentation, all of which shall be certified by Tenant to be complete, true and correct. Tenant shall promptly reimburse Landlord for all legal costs and expenses incurred by Landlord in the case of connection with a request for a sublease or assignment of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basisthis Lease.

Landlord’s Consent. (a) Tenant's ’s request for consent to any transfer described in Sections 9.1 Section 9.01 shall set forth in writing the details of the proposed transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transfer (e.g.,the , the term of and the rent and security deposit payable under any proposed assignment or sublease), and any other information Landlord reasonably deems relevant. Landlord shall have the right to withhold consent, if reasonable, or to grant consent, based on the following factors: (i) the business of the proposed assignee or subtenant and the proposed use of the Property; : (ii) the net worth and financial reputation of the proposed assignee or subtenant; : (iii) Tenant's ’s compliance with all of its obligations under the Lease; : and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, Tenant may nonetheless sublease (but not assign), all or a portion of the Property to the proposed transferee, but only on the other terms of the proposed transfer. (b) If Tenant assigns or subleases, the following shall apply: (i) Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's ’s Share (stated in Section 1.141.13) of the Profit (defined below) on such transaction as and when received by Tenant, unless Landlord gives written notice to Tenant and the assignee or subtenant that Landlord's ’s Share shall be paid by the assignee or subtenant to Landlord directly. The "“Profit" ” means (A) all amounts paid to Tenant for such assignment or sublease, including "“key" ” money, monthly rent in excess of the monthly rent payable under the Lease, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less (B) costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for real estate broker's ’s commissions and costs of renovation or construction of tenant improvements required under such assignment or of sublease. Tenant is entitled to recover such costs cost and expenses before Tenant is obligated to pay the Landlord's ’s Share to Landlord. The Profit in the case of a sublease of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basis. (ii) Tenant shall provide Landlord a written statement certifying all amounts to be paid from any assignment or sublease of the Property within thirty (30) days after the transaction documentation is signed, and Landlord may inspect Tenant’s books and records to verify the accuracy of such statement. On written request, Tenant shall promptly furnish to Landlord copies of all the transaction documentation, all of which shall be certified by Tenant to be complete, true and correct. Landlord’s receipt of Landlord’s Share shall not be consent to any further assignment or subletting. The breach of Tenant’s obligation under this Section 9.05(b) shall be a material default of the Lease.

Landlord’s Consent. (a) Tenant's request for consent to any transfer described in Sections 9.1 If Tenant shall set forth in writing the details of the proposed transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transfer (e.g.,the term of and the rent and security deposit payable under any proposed assignment assign or sublease), and any other information Landlord deems relevant. Landlord shall have the right to withhold consent, if reasonable, or to grant consent, based on the following factors: (i) the business of the proposed assignee or subtenant and the proposed use of the Property; (ii) the net worth and financial reputation of the proposed assignee or subtenant; (iii) Tenant's compliance with all of its obligations under the Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, Tenant may nonetheless sublease (but not assign), all or a portion of the Property to the proposed transferee, but only on the other terms of the proposed transfer. (b) If Tenant assigns or subleases, the following shall apply: (i) : Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's Share fifty percent (stated in Section 1.1450%) of the Profit Proceeds (defined below) on such transaction (such amount being Landlord's share) as and when received by Tenant, unless Landlord gives written shall give notice to Tenant and the assignee or subtenant that Landlord's Share shall be paid by the assignee or subtenant to Landlord directly. The "Profit" means Proceeds shall mean (Aa) all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly rent in excess of the monthly rent payable under the Lease, Rent and all fees and other consideration paid for or in respect of the assignment or sublease, including fees under any collateral agreements, agreements less (Bb) the Rent and other sums payable under this Lease (in the case of a sublease of less than all of the Premises, allocable to the subleased premises) and all reasonable costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for reasonable real estate broker's commissions commissions, costs associated with marketing the Premises for such assignment or sublease and reasonable costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is shall be entitled to recover such reasonable costs and expenses before Tenant is shall be obligated to pay the Landlord's Share to Landlord. The Profit Tenant shall provide Landlord a written statement certifying all amounts to be paid from any assignment or sublease of the Premises within thirty (30) days after the transaction shall be signed and from time to time thereafter on Landlord's request, and Landlord may inspect Tenant's books and records to verify the accuracy of such statement. On written request, Tenant shall promptly furnish to Landlord copies of all the transaction documentation, all of which shall be certified by Tenant to be complete, true and correct. Tenant shall promptly reimburse Landlord for all legal costs and expenses incurred by Landlord in the case of connection with a request for a sublease or assignment of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basisthis Lease.

Landlord’s Consent. (a) Tenant's request for Tenant shall not, without the prior written consent to any transfer described in Sections 9.1 shall set forth in writing the details of the proposed transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transfer (e.g.,the term of and the rent and security deposit payable under any proposed assignment or sublease), and any other information Landlord deems relevant. Landlord shall have the right to withhold consent, if reasonable, or to grant consent, based on the following factorsLandlord: (i) assign, convey, mortgage or otherwise transfer this Lease or any interest hereunder, or sublease the business Leased Premises, or any part thereof, whether voluntarily or by operation of law; or (ii) permit the proposed assignee or subtenant and the proposed use of the PropertyLeased Premises by any person other than Tenant and its employees and contractors; (ii) the net worth and financial reputation of the proposed assignee or subtenant; (iii) sell or transfer greater than twenty-five percent (25%), in the aggregate, of the ownership interest of Tenant. Any such assignment, sublease, transfer or use described in the preceding sentence (a "Transfer") occurring without the prior written consent of Landlord shall be void and of no effect. Landlord's compliance with all consent to any Transfer shall not constitute a waiver of Landlord's right to withhold its obligations consent to any future Transfer. Landlord's consent to any Transfer or acceptance of Base Rent or Additional Rent from any party other than Tenant shall not release Tenant from any covenant or obligation under the this Lease; and (iv) such other factors as . Landlord may reasonably deem relevantrequire as a condition to its consent to any assignment of this Lease that the assignee execute an instrument in which such assignee assumes the obligations of Tenant hereunder. If Landlord objects consents to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assigneeany Transfer, Tenant may nonetheless sublease (but not assign), all or a portion of the Property to the proposed transferee, but only on the other terms of the proposed transfer. (b) If Tenant assigns or subleases, the following shall apply: (i) Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's Share fifty percent (stated in Section 1.1450%) of the Profit (defined below) on such transaction as net amount of all rent and when other consideration received by Tenant, unless Landlord gives written notice to Tenant and the assignee or subtenant that Landlord's Share shall be paid by the assignee or subtenant to Landlord directly. The "Profit" means (A) all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly rent in excess of the monthly rent payable under the LeaseBase Rent, Electricity Rent and all fees and other consideration Additional Rent, paid by Tenant for the assignment or sublease, including fees under any collateral agreements, less (B) portion of the Leased Premises so transferred after deducting all reasonable costs and expenses directly incurred by Tenant in connection with such Transfer for legal and brokerage fees and the execution and performance cost of any leasehold improvements or other allowances actually paid which are made in connection with such assignment or sublease for real estate broker's commissions and costs of renovation or construction of tenant improvements required under such assignment or subleaseTransfer. In addition, Tenant is entitled shall pay to recover such costs Landlord any reasonable attorneys' fees and expenses before Tenant is obligated incurred by Landlord in connection with any proposed Transfer, whether or not Landlord consents to pay the Landlord's Share to Landlord. The Profit in the case of a sublease of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basissuch Transfer.

Landlord’s Consent. (a) Tenant's ’s request for consent to any transfer described in Sections 9.1 Section 9.01 shall set forth in writing the details of the proposed transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transfer (e.g.,the , the term of and the rent and security deposit payable under any proposed assignment or sublease), and any other information Landlord deems relevant. Landlord shall have the right to withhold consent, if reasonable, or to grant consent, based on the following factors: (i) the business of the proposed assignee or subtenant and the proposed use of the Property; (ii) the net worth and financial reputation of the proposed assignee or subtenant; (iii) Tenant's ’s compliance with all of its obligations under the Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, Tenant may nonetheless sublease (but not assign), all or a portion of the Property to the proposed transferee, but only on the other terms of the proposed transfer. (b) If Tenant assigns or subleases, the following shall apply: (i) Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's ’s Share (stated in Section 1.141.13) of the Profit (defined below) on such transaction as and when received by Tenant, unless Landlord gives written notice to Tenant and the assignee or subtenant that Landlord's ’s Share shall be paid by the assignee or subtenant to Landlord directly. The "“Profit" ” means (A) all amounts paid to Tenant for such assignment or subleasesublease (as opposed to for other Tenant assets), including "“key" ” money, monthly rent in excess of the monthly rent payable under the Lease, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less (B) costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for real estate broker's ’s commissions reasonable, legal fees not to exceed $2,000.00 and costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is entitled to recover such costs and expenses before Tenant is obligated to pay the Landlord's Share to Landlord. The Profit in ’s 1988 Southern California Chapter of the case Society of a sublease of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basis.Industrial and Office Realtors, Inc.

Landlord’s Consent. (a) If, at any time or from time to time during the Term hereof, Tenant desires to assign this Lease or sublet all or any part of the Premises, and if Tenant is not then in default under the terms of the Lease, Tenant shall submit to Landlord a written request for approval setting forth the terms and provisions of the proposed assignment or sublease, the identity of the proposed assignee or subtenant, and a copy of the proposed form of assignment or sublease. Tenant's request for consent shall be submitted to any transfer described in Sections 9.1 Landlord at least thirty (30) days prior to the intended date of such transfer. Tenant shall set forth in writing promptly supply Landlord with such information concerning the details of the proposed transfer, including the name, business background and financial condition of the prospective transferee, financial details of the such proposed transfer (e.g.,the term of and the rent and security deposit payable under any proposed assignment assignee or sublease), and any other information subtenant as Landlord deems relevantmay reasonably request. Landlord shall have the right to withhold consentapprove such proposed assignee or subtenant, if reasonablewhich approval shall not be unreasonably withheld. Landlord's consent to any assignment shall not be construed as a consent to any subsequent assignment, subletting, transfer of partnership interest or to grant consentstock, based occupancy or use. 18.2.1. Landlord's approval shall be conditioned, among other things, on Landlord's receiving adequate assurances of future performance under this Lease and any sublease or assignment. In determining the following factors: (i) adequacy of such assurances, Landlord may base its decision on such factors as it deems appropriate, including but not limited to: 18.2.1.1. that the source of rent and other consideration due under this Lease, and, in the case of assignment, that the financial condition and operating performance and business experience of the proposed assignee and its guarantors, if any, shall be equal to or subtenant greater than the financial condition and operating performance and experience of Tenant and its guarantors, if any, as of the time Tenant became the lessee under this Lease; 18.2.1.2. that any assumption or assignment of this Lease will not result in increased cost or expense, wear and tear, greater traffic or demand for services and utilities provided by Landlord pursuant to Section 10. hereof and will not disturb or be detrimental to other tenants of Landlord; 18.2.1.3. whether the proposed assignee's use of the PropertyPremises will include the use of Hazardous Material, or will in any way increase any risk to Landlord relating to Hazardous Material; and 18.2.1.4. that assumption or assignment of such lease will not disrupt any tenant mix or balance in the Project. 18.2.2. The assignment or sublease shall be on the same terms and conditions set forth in the written request for approval given to Landlord, or, if different, upon terms and conditions consented to by Landlord; 18.2.3. No assignment or sublease shall be valid and no assignee or sublessee shall take possession of the Premises or any part thereof until an executed counterpart of such assignment or sublease has been delivered to Landlord; 18.2.4. No assignee or sublessee shall have a further right to assign or sublet except on the terms herein contained; 18.2.5. Any sums or other economic considerations received by Tenant as a result of such assignment or subletting, however denominated under the assignment or sublease, which exceed, in the aggregate (iia) the net worth and financial reputation of the proposed assignee or subtenant; total sums which Tenant is obligated to pay Landlord under this Lease (iii) Tenant's compliance with all of its prorated to reflect obligations under the Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects allocable to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, Tenant may nonetheless sublease (but not assign), all or a any portion of the Property to the proposed transfereePremises subleased), but only on the other terms of the proposed transfer. plus (b) If any real estate brokerage commissions or fees payable to third parties in connection with such assignment or subletting, shall be shared equally by Tenant assigns or subleases, the following shall apply: (i) Tenant shall pay to and Landlord as Additional Rent under this Lease without effecting or reducing any other obligations of Tenant hereunder. If Landlord consents to the proposed transfer, Tenant shall deliver to Landlord three (3) fully executed original documents (in the form previously approved by Landlord) and Landlord shall attach its consent thereto. Landlord shall retain one (1) fully executed original document. No transfer of Tenant's interest in this Lease the Landlord's Share (stated in Section 1.14) of the Profit (defined below) on such transaction as and when received by Tenant, unless Landlord gives written notice to Tenant and the assignee or subtenant that Landlord's Share shall be paid by deemed effective until the assignee or subtenant to Landlord directlyterms and conditions of this Section 18. The "Profit" means (A) all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly rent in excess of the monthly rent payable under the Lease, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less (B) costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for real estate broker's commissions and costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is entitled to recover such costs and expenses before Tenant is obligated to pay the Landlord's Share to Landlord. The Profit in the case of a sublease of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basishave been fulfilled.

Landlord’s Consent. (a) Tenant's request for consent So long as the assignee or subtenant has a net worth and credit rating at least equal to any transfer described in Sections 9.1 shall set forth in writing the details that of Tenant as of the proposed transferdate of this Lease, including the name, business and financial condition of the prospective transferee, financial details of the proposed transfer (e.g.,the term of and the rent and security deposit payable under any proposed assignment or sublease), and any other information Landlord deems relevant. Landlord Tenant shall have the right to withhold assign this Lease or to sublet all or a portion of the Premises, without Landlord’s prior written consent, if reasonable(a) to an “Affiliate” of Tenant or (b) to any firm which acquires, is acquired by or merges with Tenant. For this purpose, an “Affiliate” shall mean a person or entity which controls, is controlled by or is under common control with Tenant, whether directly or indirectly, where “control” means the ability to grant elect a majority of directors or managers or otherwise direct the business of such person or entity. Any other assignments of this Lease or subletting of all or a portion of the Premises shall be subject to Landlord’s prior written consent, based on which consent shall not be unreasonably withheld, conditioned or delayed. In the following factors: event that Landlord does not approve or disapprove of the proposed assignment or sublease within five (i5) Business Days after Tenant’s written request for approval, which request for approval shall contain the business name and address of the proposed assignee or subtenant and the proposed use of the Property; (ii) the net worth and financial reputation of the proposed assignee or subtenant; (iii) Tenant's compliance with all of its obligations under the Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, Tenant may nonetheless sublease (but not assign), all or a portion of the Property to the proposed transferee, but only on the other terms of the proposed transfer. (b) If Tenant assigns or subleases, the following shall apply: (i) Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's Share (stated in Section 1.14) of the Profit (defined below) on such transaction as and when received by Tenant, unless Landlord gives written notice to Tenant and the assignee or subtenant that Landlord's Share shall be paid accompanied by Five Hundred Dollars ($500.00) to compensate Landlord for its costs in processing the assignee or subtenant to Landlord directly. The "Profit" means (A) all amounts paid to Tenant for request, such assignment or sublease, including "key" money, monthly rent in excess of the monthly rent payable under the Lease, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less (B) costs and expenses directly incurred by Tenant in connection with the execution and performance of such proposed assignment or sublease shall be deemed approved. Any assignment shall be subject to all the terms and provisions hereof and any subletting shall be subject to all the terms and provisions hereof except for real estate broker's commissions the economic terms (such as the obligation to pay rent, taxes and costs the like). Tenant shall furnish to Landlord a copy of renovation or construction of tenant improvements required under such any assignment or sublease. Tenant is entitled to recover such costs and expenses before Tenant is obligated to pay the Landlord's Share to Landlord. The Profit in the case of a sublease of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basispromptly following its execution.

Landlord’s Consent. (a) Tenant's request for consent to any transfer described in Sections 9.1 under Section 13.01 shall set forth in writing the details of the proposed sublease, assignment or transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transfer transaction (e.g.,the , the term of and the rent and security deposit payable under any proposed assignment or sublease), and any other information Landlord deems relevant. Landlord shall have the right to withhold consent, if reasonablereasonably exercised, or to grant consent, based on the following factors: (i) the business of the proposed assignee or subtenant and the proposed use of the PropertyPremises; (ii) the net worth and financial reputation condition of the proposed assignee or subtenant; (iii) Tenant's compliance with all of its obligations under the this Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, Tenant may nonetheless sublease (but not assign), all shall assign or a portion of the Property to the proposed transferee, but only on the other terms of the proposed transfer. (b) If Tenant assigns or subleasessublease, the following shall apply: (i) : Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's Share fifty percent (stated in Section 1.1450%) of the Profit Proceeds (defined below) on such transaction (such amount being Landlord's share) as and when received by Tenant, unless Landlord gives written shall give notice to Tenant and the assignee or subtenant that Landlord's Share shall be paid by the assignee or subtenant to Landlord directly. The "Profit" means Proceeds shall mean (Aa) all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly rent in excess of the monthly rent payable under the Lease, and all fees and other consideration paid for or in respect of the assignment or sublease, including fees under any collateral agreements, agreements less (Bb) the rent and other sums payable under this Lease (in the case of a sublease of less than all of the Premises, allocable to the subleased premises) and all costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for reasonable real estate broker's commissions and reasonable costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is shall be entitled to recover such reasonable costs and expenses before Tenant is shall be obligated to pay the Landlord's Share to Landlord. The Profit Tenant shall provide Landlord a written statement certifying all amounts to be paid from any assignment or sublease of the Premises within thirty (30) days after the transaction shall be signed and from time to time thereafter on Landlord's request, and Landlord may inspect Tenant's books and records to verify the accuracy of such statement. On written request, Tenant shall promptly furnish to Landlord copies of all the transaction documentation, all of which shall be certified by Tenant to be complete, true and correct. Tenant shall promptly reimburse Landlord for all reasonable legal costs and expenses incurred by Landlord in the case of connection with a request for a sublease or assignment of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basisthis Lease.

Landlord’s Consent. (a) Tenant's request for consent to any transfer described in Sections 9.1 Section 9.01 shall set forth in writing the details of the proposed transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transfer (e.g.,the , the term of and the rent and security deposit payable under any proposed assignment or sublease), and any other information Landlord deems relevant. Landlord shall have the right to withhold consent, if reasonable, or to grant consent, based on the following factors: (i) the business of the proposed assignee or subtenant and the proposed use of the Property; (ii) the net worth and financial reputation of the proposed assignee or subtenant; (iii) Tenant's compliance with all of its obligations under the Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, Tenant may nonetheless sublease (but not assign), all or a portion of the Property to the proposed transferee, but only on the other terms of the proposed transfer. (b) If Tenant assigns or subleases, the following shall apply: : (i) Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's Share (stated in Section 1.141.13) of the Profit (defined below) on such transaction as and when received by Tenant, unless Landlord gives written notice to Tenant and the assignee or subtenant that Landlord's Share shall be paid by the assignee or subtenant to Landlord directly. The "Profit" means (A) all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly rent in excess of the monthly rent payable under the Lease, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less (B) costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for real estate broker's commissions and costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is entitled to recover such costs and expenses before Tenant is obligated to pay the Landlord's Share to Landlord. The Profit in the case of a sublease of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basis.

Landlord’s Consent. (a) Tenant's ’s request for consent to any transfer described in Sections 9.1 Section 9.01 shall set forth in writing the details of the proposed transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transfer (e.g.,the , the term of and the rent and security deposit payable under any proposed assignment or sublease), and any other information Landlord deems relevant. Landlord shall have the right to withhold consent, if reasonable, or to grant consent, based on the following factors: (i) the business of the proposed assignee or subtenant and the proposed use of the Property; (ii) the net worth and financial reputation of the proposed assignee or subtenant; (iii) Tenant's ’s compliance with all of its obligations under the Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, Tenant may nonetheless sublease (but not assign), all or a portion of the Property to the proposed transferee, but only on the other terms of the proposed transfer. (b) If Tenant assigns or subleases, the following shall apply: (i) Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's ’s Share (stated in Section 1.141.13) of the Profit (defined below) on such transaction as and when received by Tenant, unless Landlord gives written notice to Tenant and the assignee or subtenant that Landlord's ’s Share shall be paid by the assignee or subtenant to Landlord directly. The "“Profit" ” means (A) all amounts paid to Tenant for such assignment or subleasesublease (as opposed to for other Tenant assets), including "“key" ” money, monthly rent in excess of the monthly rent payable under the Lease, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less (B) costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for real estate broker's ’s commissions reasonable ,legal fees not to exceed $2,000.00 and costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is entitled to recover such costs and expenses before Tenant is obligated to pay the Landlord's ’s Share to Landlord. The Profit in the case of a sublease of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basis. (ii) Tenant shall provide Landlord a written statement certifying all amounts to be paid from any assignment or sublease of the Property within thirty (30) days after the transaction documentation is signed, and Landlord may inspect Tenant’s books and records to verify the accuracy of such statement. On written request, Tenant shall promptly furnish to Landlord copies of all the transaction documentation, all of which shall be certified by Tenant to be complete, true and correct. Landlord’s receipt of Landlord’s Share shall not be a consent to any further assignment or subletting. The breach of Tenant’s obligation under this Paragraph 9.05(b) shall be a material default of the Lease.

Landlord’s Consent. (a) TenantXxxxxx's request for consent to any transfer described in Sections 9.1 Section 9.01 shall set forth in writing the details of the proposed transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transfer (e.g.,the , the term of and the rent and security deposit payable under any proposed assignment or sublease), ) and any other information Landlord deems relevant. Landlord shall have the right to withhold consent, if reasonable, or to grant consent, based on the following factors: (i) the business of the proposed assignee or subtenant and the proposed use of the Property; (ii) the net worth and financial reputation of the proposed assignee or subtenant; (iii) Tenant's compliance with all of its obligations under the Lease; , and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, Tenant may nonetheless sublease (but not assign), all or a portion of the Property to the proposed transferee, but only on the other terms of the proposed transfer. (b) If Tenant assigns or subleases, the following shall apply: (i) Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's Share (stated in Section 1.141.13) of the Profit (defined below) on such transaction as and when received by TenantXxxxxx, unless Landlord Xxxxxxxx gives written notice to Tenant Xxxxxx and the assignee or subtenant that Landlord's Share shall be paid by the assignee or subtenant to Landlord directly. The "Profit" means (A) all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly rent in excess of the monthly rent payable under the Lease, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less (B) costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for real estate broker's commissions and costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is entitled to recover such costs and expenses before Tenant is obligated to Initials______________ ______________ pay the Landlord's Share to Landlord. The Profit in the case of a sublease of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basis.

Landlord’s Consent. (a) TenantXxxxxx's request for consent to any transfer described in Sections 9.1 Section 9.01 shall set forth in writing the details of the proposed transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transfer (e.g.,the , the term of and the rent and security deposit payable under any proposed assignment or sublease), and any other information Landlord deems relevant. Landlord shall have the right to withhold consent, if reasonable, or to grant consent, based on the following factors: (i) the business of the proposed assignee or subtenant and the proposed use of the Property; (ii) the net worth and financial reputation of the proposed assignee or subtenant; (iii) Tenant's compliance with all of its obligations under the Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, Tenant may nonetheless sublease (but not assign), all or a portion of the Property to the proposed transferee, but only on the other terms of the proposed transfer. (b) If Tenant assigns or subleases, the following shall apply: (i) : Tenant shall pay provide Landlord a written statement certifying all amounts to Landlord as Additional Rent under the Lease the Landlord's Share (stated in Section 1.14) of the Profit (defined below) on such transaction as and when received by Tenant, unless Landlord gives written notice to Tenant and the assignee or subtenant that Landlord's Share shall be paid by the assignee or subtenant to Landlord directly. The "Profit" means (A) all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly rent in excess of the monthly rent payable under the Lease, and all fees and other consideration paid for the assignment or sublease, including fees under from any collateral agreements, less (B) costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for real estate brokerof the Property within thirty (30) days after the transaction documentation is signed, and Landlord may inspect Tenant's commissions books and costs records to verify the accuracy of renovation or construction such statement. On written request, Tenant shall promptly furnish to Landlord copies of tenant improvements required under such assignment or sublease. all the transaction documentation, all of which shall be certified by Tenant is entitled to recover such costs be complete, true and expenses before Tenant is obligated to pay the Landlord's Share to Landlordcorrect. The Profit in breach of Tenant's obligation under this Paragraph 9.05(b) shall be a material default of the case of a sublease of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basisLease.

Landlord’s Consent. (a) Tenant's request for consent to any transfer described in Sections 9.1 shall If Landlord does not exercise the right set forth in writing Section 11.2.2 above within thirty (30) days after receipt of Tenant's notice or if a proposed sublease is not subject to the details provisions of Section 11.2.2 above, Landlord shall not unreasonably withhold its consent to the proposed transferassignment or subletting, including on the name, business terms and financial condition of conditions specified in said notice. Without otherwise limiting the prospective transferee, financial details of the proposed transfer (e.g.,the term of and the rent and security deposit payable under criteria upon which Landlord may withhold its consent to any proposed assignment or sublease), and any other information Landlord deems relevant. Landlord shall have the right to withhold consent, if reasonableLandlord withholds its consent where Tenant is in default at the time of the giving of Tenant's notice or at any time thereafter, or to grant consent, based on where the following factors: (i) the business net worth of the proposed assignee or subtenant and the proposed use of the Property; (iiaccording to generally accepted accounting principles) the is less than net worth of Tenant at the time this Lease is executed, such withholding of consent shall be presumptively reasonable. Any and financial reputation of the proposed all rent to be paid by an assignee or subtenant; (iii) Tenant's compliance with all of its obligations under the Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, Tenant may nonetheless sublease (including, but not assign)limited to, all or a portion of the Property to the proposed transferee, but only on the other terms of the proposed transfer. (b) If Tenant assigns or subleases, the following shall apply: (i) Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's Share (stated in Section 1.14) of the Profit (defined below) on such transaction as and when received by Tenant, unless Landlord gives written notice to Tenant and the assignee or subtenant that Landlord's Share shall be paid by the assignee or subtenant to Landlord directly. The "Profit" means (A) all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly any rent in excess of the monthly rent payable Rentals to be paid under this Lease (prorated in the event that a sublease or less than the entire Premises) ("Excess Rent"), shall be paid by Tenant directly to Landlord, as Additional Rent, at the time and place specified in this Lease. For the purposes of this Article 11, the term "rent" shall include any consideration of any kind received, or to be received, by Tenant from an assignee or subtenant, if such sums are related to Tenant's interest in this Lease or in the Premises, including, but not limited to, key money, bonus money and payments (in excess of the fair market value thereof) for Tenant's assets, fixtures, trade fixtures, inventory, accounts, goodwill, equipment, furniture, general intangibles and any capital stock or other equity ownership interest of Tenant. Any assignment or subletting without Landlord's consent shall be voidable at Landlord's option and shall constitute a Default by Tenant. Landlord's consent to any one assignment or sublease shall not constitute a waiver of the provisions of this Article 11 as to any subsequent assignment or sublease nor a consent to any subsequent assignment or sublease; further, Landlord's consent to an assignment or sublease shall not release Tenant from Tenant's obligations under this Lease, and all fees Tenant shall remain jointly and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less (B) costs and expenses directly incurred by Tenant in connection severally liable with the execution and performance of such assignment assignee or sublease for real estate broker's commissions and costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is entitled to recover such costs and expenses before Tenant is obligated to pay the Landlord's Share to Landlord. The Profit in the case of a sublease of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basissubtenant.

Landlord’s Consent. (a) Tenant's request for consent to any transfer described in Sections 9.1 Section 9.01 shall set forth in writing the details of the proposed transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transfer (e.g.,the , the term of and the rent and security deposit payable under any proposed assignment or sublease), and any other information Landlord deems reasonably relevant. Landlord shall have the right to withhold consent, if reasonable, or to grant consent, based on the following factors: (i) the business of the proposed assignee or subtenant and the proposed use of the Property; (ii) the net worth and financial reputation of the proposed assignee or subtenant; (iii) Tenant's compliance with all of its obligations under the Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, Tenant may nonetheless sublease (but not assign), all or a portion of the Property to the proposed transferee, but only on the other terms of the proposed transfer. (b) If Tenant assigns or subleases, the following shall apply: : (i) Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's Share (stated in Section 1.141.13) of the Profit (defined below) on such transaction as and when received by Tenant, unless Landlord gives written notice to Tenant and the assignee or subtenant that Landlord's Share shall be paid by the assignee or subtenant to Landlord directly. The "Profit" means (A) all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly rent in excess of the monthly rent payable under the Lease, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less (B) costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for real estate broker's commissions and costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is entitled to recover such costs and expenses before Tenant is obligated to pay the Landlord's Share to Landlord. The Profit in the case of a sublease of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basis; (ii) Tenant shall provide Landlord a written statement certifying all amounts to be paid from any assignment or sublease of the Property within thirty (30) days after the transaction documentation is signed, and Landlord may inspect Tenant's books and records to verify the accuracy of such statement. On written request, Tenant shall promptly furnish to Landlord copies of all the transaction documentation, all of which shall be certified by Tenant to be complete, true and correct. Landlord's receipt of Landlord's Share shall not be a consent to any further assignment or subletting. The breach of Tenant's obligation under this Paragraph 9.05(b) shall be a material default of the Lease.

Landlord’s Consent. (a) Tenant's request for consent to any transfer described in Sections 9.1 Section 9.01 shall set forth in writing the details of the proposed transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transfer (e.g.,the , the term of and the rent and security deposit payable under any proposed assignment or sublease), and any other information Landlord deems relevant. Landlord shall have the right to withhold consent, if reasonable, or to grant consent, based on the following factors: (i) the business of the proposed assignee or subtenant and the proposed use of the Property; (ii) the net worth and financial reputation of the proposed assignee or subtenant; (iii) Tenant's compliance with all of its obligations under the Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, assignee Tenant may nonetheless sublease (but not assign), all or a portion of the Property to the proposed transferee, but only on or, the other terms of the proposed transfer. (b) If Tenant assigns or subleases, the following shall apply: (i) Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's Share (stated in Section 1.14) of the Profit (defined below) on such transaction as and when received by Tenant, unless Landlord gives written notice to Tenant and the assignee or subtenant that Landlord's Share shall be paid by the assignee or subtenant to Landlord directly. The "Profit" means (A) all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly rent in excess of the monthly rent payable under the Lease, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less (B) costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for real estate broker's commissions and costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is entitled to recover such costs and expenses before Tenant is obligated to pay the Landlord's Share to Landlord. The Profit in the case of a sublease of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basis.

Landlord’s Consent. (a) TenantTxxxxx's request for consent to any transfer described in Sections 9.1 Section 9.()1 shall set forth in writing the details of the proposed transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transfer (e.g.,the , the term of and the rent and security deposit payable under any proposed assignment or sublease), and any other information Landlord deems relevant. Landlord shall have the right to withhold consent, if reasonable, or to grant consent, based on the following factors: (i) the business of the proposed assignee or subtenant and the proposed use of the Property; (ii) the net worth and financial reputation of the proposed assignee or subtenant; (iii) Tenant's compliance with all of its obligations under the Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, Tenant may nonetheless sublease (but not assign), all or a portion of the Property to the proposed transferee, but only on the other terms of the proposed transfer. (b) If Tenant assigns or subleases, the following shall apply: : (i) Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's Share (stated in Section 1.141. 13) of the Profit (defined below) on such transaction as and when received by TenantTxxxxx, unless Landlord Lxxxxxxx gives written notice to Tenant and the assignee or subtenant that Landlord's Share shall be paid by the assignee or subtenant to Landlord directly. The "Profit" means (A) all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly rent in excess of the monthly rent payable under the Lease, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less (B) costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for real estate broker's "; commissions and costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is entitled to recover such costs and expenses before Tenant is obligated to pay the Landlord's Share :to Landlord. The Profit in the case of a sublease of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basis.

Landlord’s Consent. (a) Tenant's request for Landlord’s consent to any transfer described sublease or assignment which requires Landlord’s consent hereunder shall not be unreasonably withheld; provided, however, in Sections 9.1 shall set forth in writing the details of the proposed transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transfer (e.g.,the term of and the rent and security deposit payable under any proposed assignment granting or sublease), and any other information Landlord deems relevant. withholding its consent Landlord shall have be entitled to take into consideration all relevant factors including without limitation, the right to withhold consent, if reasonable, or to grant consent, based on the following factors: (i) nature of the business of the proposed subtenant or assignee or subtenant (including without limitation proposed uses and parking requirements). Landlord may, if it so elects, withhold its consent if the proposed use subtenant or assignee is a government entity. Landlord may withhold or condition its consent subject to execution and delivery of the Property; (ii) the net worth an appropriate sublease or assignment which shall include such terms and financial reputation of the proposed assignee or subtenant; (iii) Tenant's compliance with all of its obligations under the Lease; and (iv) such other factors conditions as Landlord may reasonably deem relevantrequire including provisions for notice to Landlord, prohibition on further assignment or subleasing without Landlord’s consent and indemnification of Landlord by the subtenant or assignee (only to the extent of the assigned or subleased space) for matters that Tenant indemnifies Landlord under the Lease. If Landlord objects may withhold its consent to a any proposed assignment solely because or sublease if an Event of Default has occurred and is continuing, or an event has occurred which, with the net worth and/or financial reputation giving of notice, or the proposed assigneepassage of time, Tenant may nonetheless sublease (but or both, could constitute any Event of Default. Landlord’s consent to any assignment or subletting is not assign), all a waiver of Landlord’s right to approve or a portion of the Property to the proposed transferee, but only on the other terms of the proposed transferdisapprove any subsequent assignment or subletting. (b) If For any approved sublease or assignment which requires Landlord’s consent, in the event the Base Rent paid by any assignee or subtenant under such lease exceeds the Base Rent due from Tenant, Landlord shall be entitled to receive one-half (1/2) of such excess in addition to the Base Rent after deducting all reasonable sublease expenses, including, without limitation, cost of leasehold improvements, rental abatement and brokerage fees. In calculating Tenant’s cost basis in the sublet premises, Tenant assigns or subleases, may amortize its own improvement costs over the following shall apply:lease term at a ten percent (10%) rate of interest. (ic) Notwithstanding the consent by Landlord to any assignment or subletting, Tenant and any guarantor of Tenant’s obligations under this Lease shall pay to Landlord as Additional remain jointly and severally liable for the payment of Rent and performance of all other obligations under the Lease the Landlord's Share (stated in Section 1.14) of the Profit (defined below) on such transaction as and when received by Tenantthis Lease, unless Landlord gives written notice has agreed in writing to release Tenant and the assignee or subtenant that Landlord's Share shall be paid by the assignee or subtenant to Landlord directly. The "Profit" means (A) all amounts paid to Tenant for any guarantor from such assignment or sublease, including "key" money, monthly rent in excess of the monthly rent payable under the Lease, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less (B) costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for real estate broker's commissions and costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is entitled to recover such costs and expenses before Tenant is obligated to pay the Landlord's Share to Landlord. The Profit in the case of a sublease of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basisobligations.

Landlord’s Consent. (a) Tenant's request for consent to any transfer described in Sections 9.1 Section 901 shall set forth in writing the details of the proposed transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transfer (e.g.,the , the term of and the rent and security deposit payable under any proposed assignment assignee or sublease), and any other information Landlord deems relevant. Landlord shall have the right to withhold consent, if reasonable, or to grant consent, based on the following factors: (i) the business of the proposed assignee or subtenant and the proposed use of the Property; , (ii) the net worth and financial reputation of the proposed assignee or subtenant; , (iii) Tenant's compliance with all of its obligations under the Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, Tenant may nonetheless sublease (but not assign), all or a portion of the Property to the proposed transferee, but only on the other terms of the proposed transfer. (b) If Tenant assigns or subleases, the following shall apply: (i) Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's Share (stated in Section 1.141.13) of the Profit (defined below) on such transaction as and when received by Tenant, unless Landlord gives written notice to Tenant and the assignee or subtenant that Landlord's Share shall be paid by the assignee or subtenant to Landlord directly. The "Profit" means (A) all amounts paid to Tenant tenant for such assignment or sublease, including "key" money, monthly rent in excess of the monthly rent payable under the Lease, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less loss (B) costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for real estate broker's commissions and costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is entitled to recover such costs and expenses before Tenant tenant is obligated to pay the Landlord's Share to Landlord. The Profit in the case -C- 1988 Southern California 8 Initials [illegible] Chapter of a sublease the [LOGO] ------------- Society of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basis.(MULTI-TENANT NET FORM) Industrial and [illegible] Office Realtors, Inc. -------------

Landlord’s Consent. (a) Tenant's request for consent to any transfer described in Sections 9.1 Section 9.01 shall set forth in writing the details of the proposed transfer, including the name, business and financial condition of the prospective transferee, transferee financial details of the proposed transfer (e.g.,the , the. term of and the rent and security deposit payable under any proposed assignment or sublease), and any other information Landlord deems relevant. Landlord shall have the right to withhold consent, if . It reasonable, or to grant consent, based on the following factors: (i) the business of the proposed assignee or subtenant and the proposed use of the Property; (ii) the net worth and financial reputation of the proposed assignee or subtenant; (iii) Tenant's compliance with all of its obligations under the Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, Tenant may nonetheless sublease (but not assign), all or a portion of the Property to the proposed transferee, but only on the other terms of the proposed transfer. (b) If Tenant assigns or subleases, the following shall apply: (i) Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's Share (stated in Section 1.14) of the Profit (defined below) on such transaction as and when received by Tenant, unless Landlord gives written notice to Tenant and the assignee or subtenant that Landlord's Share shall be paid by the assignee or subtenant that Landlord's Share shall be paid by the assignee or subtenant to Landlord directly. The "Profit" means (A) all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly rent in excess of the monthly rent payable under the Lease, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less (B) costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for real estate broker's commissions and costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is entitled to recover such costs and expenses before Tenant is obligated to pay the Landlord's Share to Landlord. The Profit in the case of a sublease of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basis.

Landlord’s Consent. (a) Tenant's request for consent to any transfer described in Sections 9.1 Section 9.01 shall set forth in writing the details of the proposed transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transfer (e.g.,the , the term of and the rent and security and deposit payable under any proposed assignment or sublease), and any other information Landlord deems relevant. Landlord shall have the right to withhold consent, if reasonable, or to grant consent, based on the following factors: (i) the business of the proposed assignee or subtenant and the proposed use of the Property; (ii) the net worth and financial reputation of the proposed assignee or subtenant; (iii) Tenant's compliance with all of its obligations under the Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, Tenant may nonetheless sublease (but not assign), all or a portion of the Property to the proposed transferee, but only on the other terms of the proposed transfer. (b) If Tenant assigns or subleases, the following shall apply: (i) Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's Share (stated in Section 1.14) of the Profit (defined below) on such transaction as and when received by Tenant, unless Landlord gives written notice to Tenant and the assignee or subtenant that Landlord's Share shall be paid by the assignee or subtenant to Landlord directly. The "Profit" means (A) all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly rent in excess of the monthly rent payable under the Lease, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less (B) costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for real estate broker's commissions and costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is entitled to recover such costs and expenses before Tenant is obligated to pay the Landlord's Share to Landlord. The Profit in the case of a sublease of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basis.. 1988 Xxxxxxxx Xxxxxxxxxx Xxxpter Initials ________ of the Society of Industrial and Office Realtors, Inc. (Multi-Tenant Gross Form)

Landlord’s Consent. (a) Tenant's ’s request for consent to any transfer described in Sections 9.1 Section 9.01 shall set forth in writing the details of the proposed transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transfer (e.g.,the , the term of and the rent and security deposit payable under any proposed assignment or sublease). Upon Landlord’s request, and Tenant shall provide any other information Landlord deems reasonably relevant. Landlord shall have the right to withhold consent, if reasonable, or to grant consent, based on the following factors: (i) the business of the proposed assignee or subtenant and the proposed use of the Property; : (ii) the net worth and financial reputation of the proposed assignee or subtenant; : (iii) Tenant's ’s compliance with all of its obligations under the Lease; : and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, Tenant may nonetheless sublease (but not assign), all or a portion of the Property to the proposed transferee, but only on the other terms of the proposed transfer. (b) If Tenant assigns or subleases, the following shall apply: (i) Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's ’s Share (stated in Section 1.141.13) of the Profit (defined below) on such transaction as and when received by Tenant, unless Landlord gives written notice to Tenant and the assignee or subtenant that Landlord's ’s Share shall be paid by the assignee or subtenant to Landlord directly. The "“Profit" ” means (A) all amounts paid to Tenant for such assignment or sublease, including "“key" ” money, monthly rent in excess of the monthly rent payable under the Lease, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less (B) costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for sublease, including real estate broker's ’s commissions and legal fees, costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is entitled to recover such costs cost and expenses before Tenant is obligated to pay the Landlord's ’s Share to Landlord. The Profit in the case of a sublease of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basis. (ii) Tenant shall provide Landlord a written statement certifying all amounts to be paid from any assignment or sublease of the Property within thirty (30) days after the transaction documentation is signed, and Landlord may inspect Tenant’s books and records to verify the accuracy of such statement. On written request, Tenant shall promptly furnish to Landlord copies of all the transaction documentation, all of which shall be certified by Tenant to be complete, true and correct. Landlord’s receipt of Landlord’s Share shall not be consent to any further assignment or subletting. The breach of Tenant’s obligation under this Paragraph 9.05(b) shall be a material default of the Lease.

Landlord’s Consent. (a) Tenant's request for Landlord shall not unreasonably withhold, condition or delay its consent to any transfer described proposed assignment or subletting by Tenant on the terms and conditions specified in Sections 9.1 Tenant’s notice referred to above. Landlord shall set forth in writing the details reasonably approve or disapprove any assignment or subletting proposed by Tenant for which Landlord’s approval is required hereunder within ten (10) business days following Landlord’s receipt of Tenant’s notice of proposed assignment or subletting and receipt of the proposed transfer, including information referred to in Paragraph 24.2(a) above. Without otherwise limiting the name, business and financial condition of the prospective transferee, financial details of the proposed transfer (e.g.,the term of and the rent and security deposit payable under criteria upon which Landlord may withhold its consent to any proposed assignment or sublease), and any other information Landlord deems relevant. Landlord shall have the right to withhold consent, if reasonableLandlord withholds its consent where Tenant is in default, beyond applicable notice and cure periods, at the time of the giving of Tenant’s notice or on the effective date of any assignment or sublease, or to grant consent, based on where the following factors: (i) the business net worth of the proposed assignee or subtenant and the proposed use of the Property; (iiaccording to generally accepted accounting principles) the net worth and financial reputation of is not, in Landlord’s reasonable business judgment, sufficient to permit the proposed assignee or subtenant; (iii) to perform Tenant's compliance with all of its ’s remaining obligations under the this Lease; and , such withholding of consent shall be presumptively reasonable. Fifty percent (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, Tenant may nonetheless sublease (but not assign), all or a portion of the Property to the proposed transferee, but only on the other terms of the proposed transfer. (b) If Tenant assigns or subleases, the following shall apply: (i) Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's Share (stated in Section 1.1450%) of the Profit (defined below) on such transaction as any and when received all rent paid by Tenant, unless Landlord gives written notice to Tenant and the an assignee or subtenant that Landlord's Share shall be paid by the assignee or subtenant to Landlord directly. The "Profit" means (A) all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly rent in excess of the monthly rent payable Rentals to be paid under this Lease (prorated in the Leaseevent of a sublease of less than the entire Premises), after Tenant’s deduction therefrom, on an amortized basis over the balance of the Term of this Lease (until fully amortized) of (i) tenant improvement costs paid by Tenant in order to obtain the Lease assignment or subletting in question, (ii) all reasonable brokerage commissions paid by Tenant to third parties not affiliated with Tenant in order to obtain the Lease assignment or subletting in question, and (iii) all reasonable attorneys’ fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less (B) costs and expenses directly incurred by Tenant in connection with obtaining the execution Lease assignment or subletting in question shall be paid directly to Landlord, as Additional Rent, at the time and performance place specified in this Lease. For the purposes of this Paragraph 24, the term “rent” shall include any consideration of any kind received, or to be received, by Tenant from an assignee or subtenant, if such sums are related to Tenant’s interest in this Lease or in the Premises, including, but not limited to key money, bonus money, and payments (in excess of the fair market value thereof) for Tenant’s assets, fixtures, trade fixtures, inventory, accounts, goodwill, equipment, furniture, general intangibles, and any capital stock or other equity ownership interest of Tenant. Any assignment or subletting without Landlord’s consent (where Landlord’s consent was required under the terms of this Paragraph 24) shall be voidable at Landlord’s option, and shall constitute a default by Tenant, subject to applicable notice and cure periods. Landlord’s consent to any one assignment or sublease for real estate broker's commissions and costs shall not constitute a waiver of renovation the provisions of this Paragraph 24 as to any subsequent assignment or construction of tenant improvements required under such sublease nor a consent to any subsequent assignment or sublease. ; further, Landlord’s consent to an assignment or sublease shall not release Tenant is entitled to recover such costs from Tenant’s obligations under this Lease, and expenses before Tenant is obligated to pay shall remain jointly and severally liable with the Landlord's Share to Landlord. The Profit in the case of a sublease of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basisassignee or subtenant.

Landlord’s Consent. (a) Tenant's ’s request for consent to (Tenant’s “Transfer Request”) under Article VIII of this Lease (and Tenant’s notice of any transfer described in Sections 9.1 not requiring Landlord’s consent under Section 8.1 hereof) shall set forth in writing the details of the proposed transferTransfer, including including: (i) the name, business and financial condition of the prospective transferee, financial details ; (ii) a true and complete fully executed copy of the proposed transfer instrument containing all of the terms and conditions of such Transfer; (e.g.,the term iii) a written agreement of the assignee, subtenant or licensee, in recordable form reasonably approved by Landlord, agreeing with Landlord to perform and observe all of the rent and security deposit payable under any proposed assignment or sublease)terms, covenants, and conditions of this Lease; and (iv) any other information Landlord deems relevantreasonably requested by Landlord prior to or in response to such notice. Except in connection with an Excluded Transfer, Landlord shall have the right to withhold consent, if reasonablereasonably exercised as to any proposed sublease, or to grant consent, based on the following factors: (iw) the business of the proposed assignee or subtenant and the proposed use of the PropertyPremises (if other than the Permitted Uses); (iix) the net worth worth, business reputation, character, and financial reputation condition of the proposed assignee or subtenant; (iiiy) Tenant's ’s compliance with all of its obligations under the Leasethis Lease within applicable notice and cure periods; and (ivz) such other factors as Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, Tenant may nonetheless sublease (but not assign), all or a portion of the Property to the proposed transferee, but only on the other terms of the proposed transfer. (b) If Tenant assigns or subleases, the following shall apply: (i) Tenant shall pay to Landlord Landlord, as Additional Rent under the Lease the Rent, Landlord's Share (stated ’s reasonable attorneys’ fees in Section 1.14) of the Profit (defined below) on such transaction as and when received reviewing any Transfer proposed by Tenant, unless whether or not Landlord gives written notice to Tenant and the assignee or subtenant that Landlord's Share shall be paid by the assignee or subtenant to Landlord directly. The "Profit" means (A) all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly rent in excess of the monthly rent payable under the Lease, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less (B) costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for real estate broker's commissions and costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is entitled to recover such costs and expenses before Tenant is obligated to pay the Landlord's Share to Landlord. The Profit in the case of a sublease of less than all the Property is the rent allocable consents to the subleased space as a percentage on a square footage basissame.

Landlord’s Consent. (a) Tenant's request for Landlord shall be entitled to consider any reasonable factor in determining whether or not to consent to any transfer described in Sections 9.1 shall set forth in writing the details of the proposed transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transfer (e.g.,the term of and the rent and security deposit payable under any a proposed assignment or sublease), and . Without limiting any other information circumstances in which it may be reasonable for Landlord deems relevant. Landlord shall have the right to withhold consentits consent to a proposed assignment or sublease, if reasonable, Tenant acknowledges and agrees that it shall be reasonable for Landlord to withhold its consent to a proposed assignment or to grant consent, based on sublease under any of the following factors: (icircumstances: a) the business The financial condition of the proposed assignee or subtenant and shall not be equal to or greater than Tenant’s financial condition as of the date hereof or shall not satisfy Landlord’s then-current credit standards for tenants of the Building, or the proposed assignee or subtenant shall not otherwise have the financial capacity to perform all obligations under this Lease to be performed by Tenant; b) The proposed use of the Property; (ii) the net worth and financial reputation of Premises by the proposed assignee or subtenant; subtenant shall (i) not comply with the provisions of Article 9 hereof, (ii) not be consistent with the general character of businesses carried on by tenants of a first-class office building, (iii) Tenant's compliance with all increase the likelihood of its obligations under damage or destruction to the Lease; and Premises or Building, (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because increase the density of occupancy of the net worth and/or financial reputation of the proposed assigneePremises, Tenant may nonetheless sublease (but not assign), all or a portion of the Property v) be likely to cause an increase in insurance premiums for insurance policies carried by Landlord with respect to the proposed transfereeBuilding, but only on or (vi) otherwise adversely impact the other terms of the proposed transfer. (b) If Tenant assigns or subleasesPremises, the following shall apply:Building or Landlord’s interest therein; or (ic) Tenant shall pay Any mortgagee or beneficiary under a deed of trust whose consent to Landlord as Additional Rent under the Lease the Landlord's Share (stated in Section 1.14) of the Profit (defined below) on such transaction as and when received by Tenant, unless Landlord gives written notice to Tenant and the assignee or subtenant that Landlord's Share shall be paid by the assignee or subtenant to Landlord directly. The "Profit" means (A) all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly rent in excess of the monthly rent payable under the Lease, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less (Bsublease is required shall not consent thereto. d) costs and expenses directly incurred by Tenant in connection with If the execution and performance of such assignment or sublease for real estate broker's commissions and costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant subletting is entitled to recover such costs and expenses before Tenant is obligated to pay the Landlord's Share to Landlord. The Profit in the case of a sublease of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basis.entire Premises. ​

Landlord’s Consent. (a) Tenant's request for consent to any transfer described in Sections 9.1 Section 9.01 shall set forth in writing the details of the proposed transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transfer (e.g.,the , the term of and the rent and security deposit payable under any proposed assignment or sublease). Upon Landlord's request, and Tenant shall provide any other information Landlord deems reasonably relevant. Landlord shall have the right to withhold consent, if reasonable, or to grant consent, based on the following factors: (i) the business of the proposed assignee or subtenant and the proposed use of the Property; : (ii) the net worth and financial reputation of the proposed assignee or subtenant; : (iii) Tenant's compliance with all of its obligations under the Lease; : and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, Tenant may nonetheless sublease (but not assign), all or a portion of the Property to the proposed transferee, but only on the other terms of the proposed transfer. (b) If Tenant assigns or subleases, the following shall apply: : (i) Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's Share (stated in Section 1.141.13) of the Profit (defined below) on such transaction as and when received by Tenant, unless Landlord gives written notice to Tenant and the assignee or subtenant that Landlord's Share shall be paid by the assignee or subtenant to Landlord directly. The "Profit" means (A) all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly rent in excess of the monthly rent payable under the Lease, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less (B) costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for sublease, including real estate broker's commissions and legal fees , costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is entitled to recover such costs cost and expenses before Tenant is obligated to pay the Landlord's Share to Landlord. The Profit in the case of a sublease of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basis.

Landlord’s Consent. (a) Tenant's ’s request for consent to any transfer described in Sections 9.1 Section 9.01 shall set forth in writing the details of the proposed transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transfer (e.g.,the , the term of and the rent and security deposit payable under any proposed assignment or sublease), and any other information Landlord deems relevant. Landlord shall have the right to withhold consent, if reasonable, or to grant consent, based on the following factors: (i) the business of the proposed assignee or subtenant and the proposed use of the Property; : (ii) the net worth and financial reputation of the proposed assignee or subtenant; : (iii) Tenant's ’s compliance with all of its obligations under the Lease; : and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, Tenant may nonetheless sublease (but not assign), all or a portion of the Property to the proposed transferee, but only on the other terms of the proposed transfer. (b) If Tenant assigns or subleases, the following shall apply: (i) Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's ’s Share (stated in Section 1.141.13) of the Profit (defined below) on such transaction as and when received by Tenant, unless Landlord gives written notice to Tenant and the assignee or subtenant that Landlord's ’s Share shall be paid by the assignee or subtenant to Landlord directly. The "“Profit" ” means (A) all amounts paid to Tenant for such assignment or sublease, including "“key" ” money, monthly rent in excess of the monthly rent payable under the Lease, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less (B) costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for real estate broker's ’s commissions and costs of renovation or construction of tenant improvements required under such assignment or of sublease. Tenant is entitled to recover such costs cost and expenses before Tenant is obligated to pay the Landlord's ’s Share to Landlord. The Profit in the case of a sublease of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basis. (ii) Tenant shall provide Landlord a written statement certifying all amounts to be paid from any assignment or sublease of the Property within thirty (30) days after the transaction documentation is signed, and Landlord may inspect Tenant’s books and records to verify the accuracy of such statement. On written request, Tenant shall promptly furnish to Landlord copies of all the transaction documentation, all of which shall be certified by Tenant to be complete, true and correct. Landlord’s receipt of Landlord’s Share shall not be consent to any further assignment or subletting. The breach of Tenant’s obligation under this Section 9.05(b) shall be a material default of the Lease.

Landlord’s Consent. (a) Tenant's request for consent to any transfer described in Sections 9.1 Section 9.01 shall set forth in writing the details of the proposed transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transfer (e.g.,the , the term of and the rent and security deposit payable under any proposed assignment or sublease), and any other information Landlord deems relevant. Landlord shall have the right to withhold consent, if reasonable, or to grant consent, based on the following factors: (i) the business of the proposed assignee or subtenant and the proposed use of the Property; (ii) the net worth and financial reputation of the proposed assignee or subtenant; (iii) Tenant's compliance with all of its obligations under the Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, Tenant may nonetheless sublease (but not assign), all or a portion of the Property to the proposed transferee, but only on the other terms of the proposed transfer. (b) If Tenant assigns or subleases, the following shall apply: (i) Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's Share (stated in Section 1.14) of the Profit (defined below) on such transaction as and when received by Tenant, unless Landlord gives written notice to Tenant and the assignee or subtenant that Landlord's Share shall be paid by the assignee or subtenant to Landlord directly. The "Profit" means (A) all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly rent in excess of the monthly rent payable under the Lease, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less (B) costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for real estate broker's commissions and costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is entitled to recover such costs and expenses before Tenant is obligated to pay the Landlord's Share to Landlord. The Profit in the case of a sublease of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basis. (ii) Tenant shall provide Landlord a written statement certifying all amounts to be paid from any assignment or sublease of the Property within thirty (30) days after the transaction documentation is signed, and Landlord may inspect Tenant's book and records to verify the accuracy of such statement. On written request, Tenant shall promptly furnish to Landlord copies of all the transaction documentation, all of which shall be certified by Tenant to be complete, true and correct. Landlord's receipt of Landlord's Share shall not be a consent to any further assignment or subletting. The breach of Tenant's obligation under this Paragraph 9.05(b) shall be a material default of the Lease.

Landlord’s Consent. (a) Tenant's request Tenaxx'x xequest for consent to any transfer described in Sections 9.1 Section 9.01 shall set forth in writing the details of the proposed transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transfer (e.g.,the , the term of and the rent and security deposit payable under any proposed assignment or sublease), and any other information Landlord deems relevant. Landlord shall have the right to withhold consent, if reasonable, or to grant consent, based on the following factors: (i) the business of the proposed assignee or subtenant and the proposed use of the Property; (ii) the net worth and financial reputation of the proposed assignee or subtenant; (iii) Tenant's compliance with all of its obligations under the Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, Tenant may nonetheless sublease (but not assign), all or a portion of the Property to the proposed transferee, but only on the other terms of the proposed transfer. (b) If Tenant assigns or subleases, the following shall apply: (i) Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's Share (stated in Section 1.14) of the Profit (defined below) on such transaction as and when received by TenantTenaxx, unless Landlord gives Landxxxx xxxes written notice to Tenant and the assignee or subtenant that [COPY ILLEGIBLE] Landlord's Share share shall be paid by the assignee or subtenant to Landlord directly. The "Profit" means (A) all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly rent in excess of the monthly rent payable under the Lease, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less (B) costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for real estate broker's commissions and 1988 Southern California Chapter 7 Initials /s/ [Initials Illegible] of the Society of Industrial and Office Realtors, Inc. /s/ [Initials Illegible] (Single-Tenant Gross Form) 8 costs of renovation or construction of or tenant improvements required under such assignment or sublease. Tenant is entitled to recover such costs and expenses before Tenant is obligated to pay the Landlord's Share to Landlord. The Profit in the case of a sublease of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basis.

Landlord’s Consent. The terms and conditions in this Lease were offered solely to Tenant as an inducement to lease the Premises for its use or the use by any of its subsidiaries or affiliates, as permitted under the terms of Section 2.1. Landlord would not necessarily lease the Premises to another tenant on such favorable terms and conditions, it being understood that Landlord is specifically relying on the identity of Tenant in agreeing to the terms and conditions in this Lease. Tenant acknowledges that the lease terms and conditions are for Tenant's benefit only so long as Tenant, or any of its subsidiaries or affiliates, operates the business allowed by this Lease, and that Tenant is not entering into this Lease for any other purpose, such as the recognition of a leasehold value that it could later sell. It is understood and agreed that any value, upon the early termination of Tenant's occupancy of the Premises, shall revert to Landlord, either by termination of this Lease or as a condition of assignment or subletting, as provided in this Section. But for these reasons, Landlord would not enter into this Lease. Therefore, Tenant shall not voluntarily, involuntarily, or by operation of laws, without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed, (a) sublet all or any part of the Premises or allow it to be sublet, occupied, or used by any person or entity other than Tenant; (b) assign Tenant's request for consent to any transfer described interest in Sections 9.1 shall set forth in writing this Lease; (c) mortgage or encumber the details of the proposed transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transfer (e.g.,the term of and the rent and security deposit payable under any proposed assignment or sublease), and any other information Landlord deems relevant. Landlord shall have the right to withhold consent, if reasonableLease, or to grant consentotherwise use the Lease as a security device in any manner; or (d) amend or modify an assignment, based on sublease, or other transfer that has been previously approved by Landlord. Notwithstanding the following factors: (i) the business of the proposed assignee or subtenant and the proposed use of the Property; (ii) the net worth and financial reputation of the proposed assignee or subtenant; (iii) Tenant's compliance with all of its obligations under the Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assigneeforegoing, Tenant may nonetheless sublease without the consent of Landlord, but following at least fifteen (but not assign)15) days advance written notice, assign this Lease to a subsidiary of Tenant or affiliate under common ownership with Tenant provided, however, that (x) no such assignment shall result in Tenant being released or discharged from any obligation or liability under this Lease, (y) the proposed Assignee agrees in writing to be bound by all of the terms and conditions of this Lease in an instrument reasonably acceptable to Landlord, and (z) the use proposed by the proposed Assignee is a permitted use under this Lease. Any action taken or proposed to be taken pursuant to this Section shall be collectively referred to as an "Assignment," and any third party succeeding to all or a portion of the Property Tenant's interest under this Lease or proposed to the proposed transferee, but only on the other terms succeed to all or a portion of the proposed transfer. (b) If Tenant assigns or subleases, the following shall apply: (i) Tenant shall pay to Landlord as Additional Rent Tenant's interest under the this Lease the Landlord's Share (stated in Section 1.14) of the Profit (defined below) on such transaction as and when received by Tenant, unless Landlord gives written notice to Tenant and the assignee or subtenant that Landlord's Share shall be paid by the assignee or subtenant referred to Landlord directly. The "Profit" means (A) all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly rent in excess of the monthly rent payable under the Lease, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less (B) costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for real estate broker's commissions and costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is entitled to recover such costs and expenses before Tenant is obligated to pay the Landlord's Share to Landlord. The Profit in the case of a sublease of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basisan Assignee.

Landlord’s Consent. (a) TenantXxxxxx's request for consent to any transfer described in Sections 9.1 Section 9.01 shall set forth in writing the details of the proposed transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transfer (e.g.,the , the term of and the rent and security deposit payable under any proposed assignment or sublease), and any other information Landlord Landiord deems relevant. Landlord shall have the right to withhold consent, if reasonable, or to grant consent, based on the following factors: (i) the business of the proposed assignee or subtenant and the proposed use of the Property; (ii) the net worth and financial reputation of the proposed assignee or subtenant; (iii) Tenant's compliance with all of its obligations under the Lease; and (iv) such other factors as factoras Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of the The net worth and/or financial reputation of the proposed assignee, Tenant may nonetheless sublease (but not assign), all or a portion of the Property to the proposed transferee, but only on the other terms of the proposed transfer. (b) If Tenant assigns or subleasesSubleases, the following shall apply: (i) Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's Share (stated in Section 1.141.13) of the Profit (defined below) on such transaction as and when received whenreceived by TenantXxxxxx, unless Landlord Xxxxxxxx gives written notice to Tenant Xxxxxx and the assignee or subtenant that LandlordXxxxxxxx's Share shall be paid by the the assignee or subtenant to ti Landlord directly. The "Profit" means (A) all amounts paid to Tenant for such assignment or subleasesublease , including "key" money, monthly rent in excess of the monthly rent payable under the Lease, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral colleteral agreements, less (B) costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment assignments or sublease for real estate broker's commissions commisions and costs of renovation renovatior or construction of tenant improvements inprovements required under such assignment assignemnt or sublease. , Tenant is entitled to recover such costs and expenses before Tenant is obligated to pay the Landlord's Share to Landlord. The Profit in the case of a sublease of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basis.

Landlord’s Consent. (a) Tenant's ’s request for consent to any transfer described in Sections 9.1 Section 9.01 shall set forth in writing the details of the proposed transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transfer (e.g.,the , the term of and the rent and security deposit payable under any proposed assignment or sublease), and any other information Landlord deems relevant. Landlord shall have the right to withhold consent, if reasonable, or to grant consent, based on the following factors: (i) the business of the proposed assignee or subtenant and the proposed use of the PropertyPremises; (ii) the net worth and financial reputation of the proposed assignee or subtenant; (iii) Tenant's ’s compliance with all of its obligations under the Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, Tenant may nonetheless sublease (but not assign), all or a portion of the Property to the proposed transferee, but only on the other terms of the proposed transfer. (b) If Tenant assigns or subleases, the following shall apply: (i) Immediately following any approved assignment or sublease, Tenant shall deliver to Landlord an assumption agreement reasonably acceptable to Landlord executed by Tenant and the transferee, together with a certificate of insurance evidencing the transferee’s compliance with the insurance requirements of Tenant under this Lease. Tenant agrees to reimburse Landlord for reasonable administrative and attorneys’ fees in connection with the processing and documentation of any transfer for which Landlord’s consent is requested in an amount not to exceed $5,000. (ii) Except upon assignment to a Tenant’s Affiliate, Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's ’s Share (stated in Section 1.141.15) of the Profit (defined below) on such transaction as and when received by Tenant, unless Landlord gives written notice to Tenant and the assignee or subtenant that Landlord's ’s Share shall be paid by the assignee or subtenant to Landlord directly. The "“Profit" ” means (A) all amounts paid to Tenant for such assignment or sublease, including "“key" ” money, monthly rent in excess of the monthly rent payable under the Lease, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less (B) costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for real estate broker's ’s commissions and costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is entitled to recover such costs and expenses before Tenant is obligated to pay the Landlord's ’s Share to Landlord. The Profit in the case of a sublease of less than all the Property Premises is the rent allocable to the subleased space as a percentage on a square footage basis.

Landlord’s Consent. (a) Tenant's ’s request for consent to any transfer described in Sections 9.1 Section 9.01 shall set forth in writing the details of the proposed transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transfer (e.g.,the , the term of and the rent and security deposit payable under any proposed assignment or sublease), and any other information Landlord deems relevant. Landlord shall have the right to withhold consent, if reasonable, or to grant consent, based on the following factors: (i) the business of the proposed assignee or subtenant and the proposed use of the Property; , (ii) the net worth and financial reputation of the proposed assignee or subtenant; (iii) Tenant's ’s compliance with all of its obligations under the Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of the net worth and/or and or financial reputation of the proposed assignee, Tenant may nonetheless sublease (but not assign), all or a portion of the Property to the proposed transferee, but only on the other terms of the proposed transfer. (b) If Tenant assigns or subleases, the following shall apply: (i) Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's ’s Share (stated in Section 1.141.13) of the Profit (defined below) on such transaction as and when received by Tenant, unless Landlord gives written notice to Tenant and the assignee or subtenant that Landlord's ’s Share shall be paid by the assignee or subtenant to Landlord directly. The "“Profit" ” means (A) all amounts paid to Tenant for such assignment or sublease, including "“key" ” money, monthly rent in excess of the monthly rent payable under the Lease, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less (B) costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for real estate broker's ’s commissions and costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is entitled to recover such costs and expenses before Tenant is obligated to pay the Landlord's ’s Share to Landlord. The Profit in the case of a sublease of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basis. (ii) Tenant shall provide Landlord a written statement certifying all amounts to be paid from any assignment or sublease of the Property within thirty (30) days after the transaction documentation is signed, and Landlord may inspect Tenant’s books and records to verify the accuracy of such statement. On written request, Tenant shall promptly furnish to Landlord copies of all the transaction documentation, all of which shall be certified by Tenant to be complete, true and correct. Landlord’s receipt of Landlord’s Share shall not be a consent to any further assignment or subletting. The breach of Tenant’s obligation under this Paragraph 9.05(b) shall be a material default of the Lease.

Landlord’s Consent. (a) Tenant's ’s request for consent to any transfer described in Sections 9.1 Section 9.01 shall set forth in writing the details of the proposed transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transfer (e.g.,the , the term of and the rent and security deposit payable under any proposed assignment or sublease), and any other information Landlord deems relevant. Landlord shall have the right to withhold consent, if reasonable, or to grant consent, based on the following factors: (i) the business of the proposed assignee or subtenant and the proposed use of the Property; (ii) the net worth and financial reputation of the proposed assignee or subtenant; (iii) Tenant's ’s compliance with all of its obligations under the Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, Tenant may nonetheless sublease (but not assign), all or a portion of the Property to the proposed transferee, but only on the other terms of the proposed transfer. (b) If Tenant assigns or subleases, the following shall apply: (i) Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's ’s Share (stated in Section 1.141.13) of the Profit (defined below) on such transaction as and when received by Tenant, unless Landlord gives written notice to Tenant and the assignee or subtenant that Landlord's ’s Share shall be paid by the assignee or subtenant to Landlord directly. directly The "“Profit" ” means (A) all amounts paid to Tenant for such assignment or sublease, including "“key" ” money, monthly rent in excess of the monthly rent payable under the Lease, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less (B) costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for real estate broker's ’s commissions and costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is entitled to recover such costs and expenses before Tenant is obligated to pay the Landlord's ’s Share to Landlord. The Profit in the case of a sublease of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basis. (ii) Tenant shall provide Landlord a written statement certifying all amounts to be paid from any assignment or sublease of the Property within thirty (30) days after the transaction documentation is signed, and Landlord may inspect Tenant’s books and records to verify the accuracy of such statement. On written request, Tenant shall promptly furnish to Landlord copies of all the transaction documentation, all of which shall be certified by Tenant to be complete, true and correct. Landlord’s receipt of Landlord’s Share shall not be a consent to any further assignment or subletting. The breach of Tenant’s obligation under this Paragraph 9.05(b) shall be a material default of the Lease.

Landlord’s Consent. (a) Tenant's request for consent to any transfer described in Sections 9.1 Section 9.01 shall set forth in writing the details of the proposed transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transfer (e.g.,the , the term of and the rent and security deposit payable under any proposed assignment or sublease), and any other information Landlord deems relevant. Landlord shall have the right to withhold consent, if reasonable, or to grant consent, based on the following factors: (i) the business of the proposed assignee or subtenant and the proposed use of the Property; (iiil) the net worth and financial reputation of the proposed assignee or subtenant; (iii) Tenant's compliance with all of its obligations under the Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, Tenant may nonetheless sublease (but not assign), all or a portion of the Property to the proposed transferee, but only on the other terms of the proposed transfer. (b) If Tenant assigns or subleases, the following shall apply: (i) Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's Share (stated in Section 1.14) of the Profit (defined below) on such transaction as and when received by Tenant, unless Landlord gives written notice to Tenant and the assignee or subtenant that Landlord's Share shall be paid by the assignee or subtenant to Landlord directly. The "Profit" means (A) all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly rent in excess of the monthly rent payable under the Lease, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less (B) costs and expenses directly incurred Incurred by Tenant in connection with the execution and performance of such assignment or sublease for real estate broker's commissions and 0000 Xxxxxxxx Xxxxxxxxxx Chapter 7 Initials of the Society of Industrial and Office Realtors, Inc. (Single-Tenant Gross Form) costs of renovation or construction of tenant improvements Improvements required under such assignment or sublease. Tenant is entitled to recover such costs and expenses before Tenant is obligated to pay the Landlord's Share to Landlord. The Profit in the case of a sublease of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basis.

Landlord’s Consent. (a) Tenant's request for consent to any transfer described in Sections 9.1 Section 9.01 shall set forth in writing the details of the proposed transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transfer (e.g.,the , the term of and the rent and security deposit payable under any proposed assignment or sublease), and any other information Landlord deems relevant. Landlord shall have the right to withhold consent, if reasonable, or to grant consent, based on the following factors: (i) the business of the proposed assignee or subtenant and the proposed use of the Property; (ii) the net worth and financial reputation of the proposed assignee or subtenant; (iii) Tenant's compliance with all of its obligations under the Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, Tenant may nonetheless sublease (but not assign), all or a portion of the Property to the proposed transferee, but only on the other terms of the proposed transfer. (b) If Tenant assigns or subleases, the following shall apply: (i) Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's Share (stated in Section 1.141.13) of the Profit (defined below) on such transaction as and when received by Tenant, unless Landlord gives written notice to Tenant and the assignee or subtenant that Landlord's Share shall be paid by the assignee or subtenant to Landlord directly. The "Profit" means (A) all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly rent in excess of the monthly rent payable under the Lease, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less (B) costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for hr real estate broker's commissions and costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is entitled to recover such Such costs and expenses before Tenant is obligated to pay the Landlord's Share to Landlord. The Profit in the (copyright) 0000 Xxxxxxxx Xxxxxxxxxx Chapter 8 Initials of the Society of Industrial ----------- and Office Realtors, Inc. (Multi-Tenant Net Form) case of a sublease of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basis.

Landlord’s Consent. Tenant shall not, without the prior written ------------------ consent of Landlord: (i) assign, convey, mortgage or otherwise transfer this Lease or any interest hereunder, or sublease the Premises, or any part thereof, whether voluntarily or by operation of law; or (ii) permit the use of the Premises by any person other than Tenant and its employees and business invitees. Any such transfer, sublease or use described in the preceding sentence (a "Transfer") occurring without the prior written consent of Landlord shall be void and of no effect. Landlord's consent to any Transfer shall not constitute a waiver of Landlord's right to withhold its consent to any future Transfer. Landlord's consent to any Transfer or acceptance of rent from any party other than Tenant shall not release Tenant from any covenant or obligation under this Lease. Landlord may require as a condition to its consent to any assignment of this Lease that the assignee execute an instrument in which such assignee assumes the obligations of Tenant hereunder. For the purposes of this paragraph, the merger, consolidation or reorganization of a corporate Tenant, and the transfer of all or any general partnership interest in any partnership Tenant and the sale of all or substantially all of the assets of Tenant shall be considered a Transfer. Notwithstanding anything in this Section 14.A to the contrary, Landlord consent shall not be required in connection with a Transfer to an Affiliate (as defined below) provided that (a) Tenant's request for consent to any transfer described in Sections 9.1 shall set forth in writing the details of the proposed transfer, including the name, business and financial condition of the prospective transfereeAffiliate, financial details in the reasonable judgment of the proposed transfer (e.g.,the term of and the rent and security deposit payable under any proposed assignment or sublease)Landlord, and any other information Landlord deems relevant. Landlord shall have the right is such that it will be able to withhold consent, if reasonable, or to grant consent, based on the following factors: (i) the business of the proposed assignee or subtenant and the proposed use of the Property; (ii) the net worth and financial reputation of the proposed assignee or subtenant; (iii) Tenant's compliance with all of perform its obligations under the this Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, Tenant may nonetheless sublease (but not assign), all or a portion of the Property to the proposed transferee, but only on the other terms of the proposed transfer. (b) If Tenant assigns or subleases, the following shall apply: (i) Tenant shall pay proof satisfactory to Landlord as Additional Rent under of such financial condition shall have been delivered to Landlord at least ten (10) days prior to the Lease effective date of such Transfer, and (c) the Affiliate agrees directly with Landlord's Share (stated in Section 1.14) , by written instrument satisfactory to Landlord, to be bound by all of the Profit (defined below) on such transaction as and when received by Tenant, unless Landlord gives written notice to obligations of Tenant and the assignee or subtenant that Landlord's Share shall be paid by the assignee or subtenant to Landlord directlyhereunder. The term "ProfitAffiliate" means (A) shall mean any entity which succeeds to Tenant's business by merger, consolidation or other form of corporate reorganization or any entity which controls, is controlled by or is under common control with Tenant or any entity which purchases all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly rent in excess substantially all of the monthly rent payable under the Lease, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less (B) costs and expenses directly incurred by Tenant in connection with the execution and performance assets of such assignment or sublease for real estate broker's commissions and costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is entitled to recover such costs and expenses before Tenant is obligated to pay the Landlord's Share to Landlord. The Profit in the case of a sublease of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basisTenant.

Landlord’s Consent. (a) TenantXxxxxx's request for consent to any transfer described in Sections 9.1 Section 9.01 shall set forth in writing the details of the proposed transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transfer (e.g.,the , the term of and the rent and security deposit payable under any proposed assignment or sublease), and any other information Landlord deems relevant. Landlord shall have the right to withhold consent, if reasonable, or to grant consent, based on the following factors: (i) the business of the proposed assignee or subtenant and the proposed use of the Property; (ii) the net worth and financial reputation of the proposed assignee or subtenant; (iii) Tenant's compliance with all of its the obligations under the Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, Tenant may nonetheless sublease (but not no assign), all or a portion of the Property to the proposed transferee, but only on the other terms of the proposed transfer. (b) If Tenant assigns or subleases, the following shall apply: (i) Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's Share (stated in Section 1.141.13) of the Profit (defined below) on such transaction as and when received by TenantXxxxxx, unless Landlord Xxxxxxxx gives written notice to Tenant and the assignee or subtenant that LandlordXxxxxxxx's Share share shall be paid by the assignee or subtenant to Landlord directly. The "Profit" means (A) all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly rent in excess of the monthly rent payable under the Lease, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less (B) costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for real estate broker's commissions and costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is entitled to recover such costs and expenses before Tenant is obligated to pay the Landlord's Share to Landlord. The Profit in the case of a sublease of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basis.

Landlord’s Consent. (a) Tenant shall not assign, encumber, mortgage, pledge or license the Premises or this Lease or sublease all or any part of the Premises, or permit the use of the Premises by any party other than Tenant, without the prior written consent of Landlord, which shall not be unreasonably withheld, conditioned or delayed. When Tenant requests Landlord's request for consent to any transfer described in Sections 9.1 such assignment or sublease, it shall set forth notify Landlord in writing at least thirty (30) days prior to the details commencement date of the proposed transfersublease or assignment, including the name, business and financial condition of the prospective transferee, financial details name and address of the proposed transfer (e.g.,the term of assignee or subtenant and the rent nature and security deposit payable under any proposed assignment or sublease), and any other information Landlord deems relevant. Landlord shall have the right to withhold consent, if reasonable, or to grant consent, based on the following factors: (i) character of the business of the proposed assignee or subtenant and the proposed use of the Property; shall provide financial information (iiincluding financial statements) the net worth and financial reputation of the proposed assignee or subtenant; . Tenant shall also provide Landlord with a copy of the proposed sublet or assignment agreement. Landlord shall have the option (to be exercised within thirty (30) days after Landlord's receipt of Tenant's request with all required information included) to (i) grant its consent to such proposed assignment or subletting. or (ii) to deny its consent to such proposed assignment or subletting or (iii) Tenant's compliance with all terminate this Lease effective as of its obligations under the Lease; and (iv) such other factors commencement date stated in the proposed assignment or if a sublease to terminate this Lease solely as Landlord may reasonably deem relevantto the portion proposed to be subleased. If Landlord objects shall not exercise its option within the time set forth above its consent to a any proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, Tenant may nonetheless sublease (but not assign), all or a portion of the Property to the proposed transferee, but only on the other terms of the proposed transfer. (b) If Tenant assigns or subleases, the following shall apply: (i) Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's Share (stated in Section 1.14) of the Profit (defined below) on such transaction as and when received by Tenant, unless Landlord gives written notice to Tenant and the assignee or subtenant that Landlord's Share shall be paid by the assignee or subtenant to Landlord directly. The "Profit" means (A) all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly rent in excess of the monthly rent payable under the Lease, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less (B) costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for real estate broker's commissions and costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is entitled shall be deemed to recover such costs and expenses before Tenant is obligated to pay the Landlord's Share to Landlord. The Profit in the case of a sublease of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basisnot have been given.

Landlord’s Consent. (a) Tenant's request for consent to any transfer described in Sections 9.1 If Tenant shall set forth in writing the details of the proposed transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transfer (e.g.,the term of and the rent and security deposit payable under any proposed assignment assign or sublease), and any other information Landlord deems relevant. Landlord shall have the right to withhold consent, if reasonable, or to grant consent, based on the following factors: (i) the business of the proposed assignee or subtenant and the proposed use of the Property; (ii) the net worth and financial reputation of the proposed assignee or subtenant; (iii) Tenant's compliance with all of its obligations under the Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, Tenant may nonetheless sublease (but not assign), all or a any portion of the Property to Leased Premises after obtaining the proposed transferee, but only on the other terms of the proposed transfer. (b) If Tenant assigns or subleasesLandlord’s consent as provided in Section 9.01, the following shall apply: (ia) Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's Share fifty percent (stated in Section 1.1450%) of the Profit Proceeds (defined below) on such transaction (such amount being Landlord’s share) as and when received by Tenant, unless Landlord gives written shall give notice to Tenant and the assignee or subtenant that Landlord's ’s Share shall be paid by the assignee or subtenant to Landlord directly. The "Profit" means Proceeds shall mean (Aa) all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly rent in excess of the monthly rent payable under the Lease, Rent and all fees and other consideration paid for or in respect of the assignment or sublease, including fees under any collateral agreements, agreements less (Bb) the Rent and other sums payable under this Lease (in the case of a sublease of less than all of the Leased Premises, allocated to the subleased premises) and all reasonable costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for reasonable real estate broker's commissions ’s commissions, costs associated with marketing the Leased Premises for such assignment or sublease and reasonable costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is shall be entitled to recover such reasonable costs and expenses before Tenant is shall be obligated to pay the Landlord's ’s Share to Landlord. (b) Tenant shall provide Landlord a written statement certifying all amounts to be paid from any assignment or sublease of the Leased Premises within thirty (30) days after the transaction shall be signed and from time to time thereafter on Landlord’s request, and Landlord may inspect Tenant’s books and records to verify the accuracy of such statement. The Profit On written request, Tenant shall promptly furnish to Landlord copies of all the transaction documentation, all of which shall be certified by Tenant to be complete, true and accurate. Tenant shall promptly reimburse Landlord for all legal costs and expenses incurred by Landlord in the case of connection with a request for a sublease or assignment of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basisthis Lease.

Landlord’s Consent. (a) TenantXxxxxx's request for consent to any transfer described in Sections 9.1 Section 9.01 shall set forth in writing the details of the proposed transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transfer (e.g.,the , the term of and the rent and security deposit payable under any proposed assignment or sublease), and any other information Landlord deems relevant. Landlord shall have the right to withhold consent, if reasonable, or to grant consent, based on the following factors: (i) the business of the proposed assignee or subtenant and the proposed use of the Property; (ii) the net worth and financial reputation of the proposed assignee or subtenant; (iii) Tenant's compliance with all of its obligations under the Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, Tenant may nonetheless sublease (but not assign), all or a portion of the Property to the proposed transferee, but only on the other terms of the proposed transfer. (b) If Tenant assigns or subleases, the following shall apply: (i) Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's Share (stated in Section 1.14) of the Profit (defined below) on such transaction as and when received by TenantXxxxxx, unless Landlord Xxxxxxxx gives written notice to Tenant Xxxxxx and the assignee or subtenant that Landlord's Share shall be paid by the assignee or subtenant to Landlord directly. The "Profit" means (A) all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly rent in excess of the monthly rent payable under the Lease, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less (B) costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for real estate broker's commissions and costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is entitled to recover such costs and expenses before Tenant is obligated to pay the Landlord's Share to Landlord. The Profit in the case of a sublease of less than all the Property is IS the rent allocable to the subleased space as a percentage on a square footage basis.

Landlord’s Consent. (a) Tenant's request for consent to any transfer described in Sections 9.1 Section 9.01 except as it relates to Section 9.02 shall set forth in writing the details of the proposed transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transfer (e.g.,the , the term of and the rent and security deposit payable under any proposed assignment or sublease), and any other information Landlord deems relevant. Landlord shall have the right to withhold consent, if reasonable, or to grant consent, based on the following factors: (i) the business of the proposed assignee or subtenant and the proposed use of the Property; (ii) the net worth and financial reputation of the proposed assignee or subtenant; (iii) Tenant's compliance with all of its obligations under the Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, Tenant may nonetheless sublease (but not assign), all or a portion of the Property to the proposed transferee, but only on the other terms of the proposed transfer. (b) If Tenant assigns or subleases, the following shall apply: (i) Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's Share (stated in Section 1.141.13) of the Profit (defined below) on such transaction as and when received by Tenant, unless Landlord gives written notice to Tenant and the assignee or subtenant that Landlord's Share shall be paid by the assignee or subtenant to Landlord directly. The "Profit" means (A) all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly rent in excess of the monthly rent payable under the Lease, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less (B) costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for real estate broker's commissions and costs of renovation or construction of tenant improvements required under such assignment or of sublease. Tenant is entitled to recover such costs cost and expenses before Tenant is obligated to pay the Landlord's Share to Landlord. The Profit in the case of a sublease of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basis.

Landlord’s Consent. Tenant shall not, without the prior written consent of Landlord: (ai) assign, convey, mortgage or otherwise transfer this Lease or any interest hereunder, or sublease the Premises, or any part thereof, whether voluntarily or by operation of law; (ii) employ any independent manager or operator to manage or operate Tenant's request for ’s business; (iii) enter into any franchise, concession, license or similar agreement with any person or entity to operate the Premises, or any part thereof; or (iv) permit the use of the Premises by any person other than Tenant and its employees. Any such transfer, sublease or use described in the preceding sentence (a “Transfer”) occurring without the prior written consent of Landlord shall be void and of no effect. Landlord’s consent to any Transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future Transfer. Landlord’s consent to any Transfer or acceptance of rent from any party other than Tenant shall not release Tenant from any covenant or obligation under this Lease. Landlord may require as a condition to its consent to any assignment of this Lease that the assignee execute an instrument in which such assignee assumes the obligations of Tenant hereunder. For the purposes of this paragraph, the transfer described in Sections 9.1 shall set forth in writing the details (whether direct or indirect) of all or a majority of the proposed transfer, capital stock in a corporate Tenant (including the name, business and financial condition shares of the prospective transfereecapital stock of a corporate Tenant whose stock is publicly traded) shall not be considered a Transfer, financial details but a merger, consolidation or reorganization of the proposed transfer (e.g.,the term of such Tenant and the rent transfer of all or any general partnership interest in any partnership Tenant shall be considered a Transfer. So long as Tenant remains obligated for all payments and security deposit payable under any proposed assignment or sublease)performance of Tenant’s obligations pursuant to the Lease, and any other information Landlord deems relevant. Landlord Tenant shall have the right to withhold during the Term and any Option Term, without Landlord’s prior consent, if reasonableto assign this Lease to an affiliate or parent entity or to an entity which controls, is controlled by, or is under common control with Tenant. Tenant may assign this Lease to grant consenta successor to Tenant by merger, based on consolidation or the purchase of substantially all of Tenant’s assets, without the consent of Landlord, provided that all of the following factors: conditions are satisfied (i) the business of the proposed assignee or subtenant and the proposed use of the Property; a “Business Transfer”): (ii) the net worth and financial reputation of the proposed assignee or subtenant; (iii) Tenant's compliance with all of its obligations under the Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, Tenant may nonetheless sublease (but not assign), all or a portion of the Property to the proposed transferee, but only on the other terms of the proposed transfer. (b) If Tenant assigns or subleases, the following shall apply: (ia) Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's Share (stated must not be in Section 1.14) of the Profit (defined below) on such transaction as and when received by Tenant, unless Landlord gives written notice to Tenant and the assignee or subtenant that Landlord's Share shall be paid by the assignee or subtenant to Landlord directly. The "Profit" means (A) all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly rent in excess of the monthly rent payable under the Lease, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less (B) costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for real estate broker's commissions and costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is entitled to recover such costs and expenses before Tenant is obligated to pay the Landlord's Share to Landlord. The Profit in the case of a sublease of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basis.default;

Landlord’s Consent. (a) Tenant's request for consent to any transfer described in Sections 9.1 Section 9.01 shall set forth in writing the details of the proposed transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transfer (e.g.,the , the term of and the rent and security deposit payable under any proposed assignment or sublease), and any other information Landlord deems relevant. Landlord shall have the right to withhold consent, if reasonable, or to grant consent, based on the following factors: (i) the business of the proposed assignee or subtenant and the proposed use of the Property; (ii) the net worth and financial reputation of the proposed assignee or subtenant; (iii) Tenant's compliance with all of its obligations under the Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, Tenant may nonetheless sublease (but not assign), all or a portion of the Property to the proposed transferee, but only on the other terms of the proposed transfer. (b) If Tenant assigns or subleases, the following shall apply: (i) Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's Share (stated in Section 1.141.13) of the Profit (defined below) on such transaction as and when received by Tenant, unless Landlord gives written notice to Tenant and the assignee or subtenant that Landlord's Share shall be paid by the assignee or subtenant to Landlord directly. The "Profit" means (A) all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly rent in excess of the monthly rent payable under the Lease, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less (B) costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for real estate broker's commissions commissions(2) and costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is entitled 8 Initials RJS ----------- (MULTI-TENANT NET FORM) [ILLEGIBLE] ----------- to recover such costs and expenses before Tenant is obligated to pay the Landlord's Share to Landlord. The Profit in the case of a sublease of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basis.

Landlord’s Consent. (a) Tenant's request Tenaxx'x xequest for consent to any transfer described in Sections 9.1 Section 9.01 shall set forth in writing the details of the proposed transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transfer (e.g.,the , the term of and the rent and security deposit payable under any proposed assignment or sublease), and any other information Landlord deems relevant. Landlord shall have the right to withhold consent, if reasonable, or to grant consent, based on the following factors: (i) the business of the proposed assignee or subtenant and the proposed use of the Property; (ii) the net worth and financial reputation of the proposed assignee or subtenant; (iii) Tenant's compliance with all of its obligations under the Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, Tenant may nonetheless sublease (but not assign), ) all or a portion of the Property to the proposed transferee, but only on the other terms of the proposed transfer. (b) If Tenant assigns or subleases, the following shall apply: (i) Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's Share (stated in Section 1.141.13) of the Profit (defined below) on such transaction as and when received by TenantTenaxx, unless Landlord gives xxless Landxxxx xxxes written notice to Tenant and Tenaxx xxx the assignee or subtenant that Landlord's Share shall be paid by the assignee or subtenant to Landlord directly. The "Profit" means (A) all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly rent in excess of the monthly rent payable under the Lease, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less (B) costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for real estate broker's commissions and costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is entitled to recover such costs and expenses before Tenant is obligated to pay the Landlord's Share to Landlord. The Profit in the case of a sublease of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basis.