Common use of Landlord’s Consent Clause in Contracts

Landlord’s Consent. Landlord shall have thirty (30) days after Tenant's notice of assignment and/or sublease is received with the financial information reasonably requested by Landlord (the ('Section 11.3 Notice") to advise Tenant of Landlord's (i) consent to such proposed assigrunent or sublease, or (ii) withholding of consent for reasonable reasons to such proposed assignment or sublease, in which event Landlord's notice shall be accompanied by an explanation of the reason for such disapproval, or (iii) election to terminate this Lease as to all of the space proposed to be sublet or as to the entire premises in the event of an assignment , such termination to be effective as of the date of the commencement of the proposed assignment or subletting (the "Effective Date"). If Landlord shall exercise its termination right hereunder, Landlord shall have the right to enter into a lease or other occupancy agreement directly with the proposed assignee or subtenant, and Tenant shall have no right to any of the rents or other consideration payable by such proposed assignee or subtenant under such other leasel or occupancy agreement, even if such rents and other consideration exceed the rent payable under this Lease by Tenant. Landlord shall have the right to lease the Premises to any other tenant, or not lease the Premises, in its sole and absolute discretion. Landlord and Tenant specifically agree that Landlord's right to terminate this Lease under clause (iii) above is a material consideration for Landlord's agreement to enter into this Lease and such right may be exercised in Landlord's sole and absolute discretion and no test of reasonableness shall be applicable thereto.

Landlord’s Consent. 14.1.1 Tenant shall not, either involuntarily or voluntarily or by operation of law or otherwise, assign, mortgage, pledge, hypothecate, encumber or permit any lien to attach to, or transfer this Lease or any interest herein, or sublet the Premises or any part thereof, or permit the Premises to be occupied by anyone other than Tenant or Tenant’s employees (each a “Transfer” and any person or entity to whom a Transfer is made or sought to be made is referred to herein as a “Transferee”), except with the prior written consent of Landlord, which consent shall not be unreasonably withheld; provided, however, that the parties hereto agree that it shall be reasonable for Landlord to withhold its consent to any proposed Transfer for, without limitation, the following reasons: (a) an Event of Default by Tenant remains outstanding; (b) the Transferee is not willing to assume in writing all of Tenant’s obligations hereunder as are applicable to the space (the “Subject Space”) that is the subject of the proposed Transfer; (c) the Transferee has a financial condition which is reasonably unsatisfactory to Landlord or Landlord’s mortgagee; (d) the Premises will be used for purposes not permitted under this Lease or for a purpose that is prohibited by any Applicable Laws; (e) any anticipated use of the Premises by any proposed Transferee involves Hazardous Materials Activities, the proposed Transferee has been required by a prior landlord, lender or governmental authority to take remedial action in connection with Hazardous Materials contaminating a property where the contamination resulted from such party’s acts or omissions, or the proposed Transferee is or has been subject to an enforcement order issued by any governmental agency in connection with any Hazardous Materials Activities; (f) Tenant proposes to assign less than all of its interest in this Lease or to sublet the Premises in units that are unusually small or in configurations that would decrease the utility of other space in the Premises; or (g) the assignee or subtenant requires extensive alterations to the Premises. 14.1.2 Notwithstanding anything to the contrary in this Article 14, Landlord’s consent shall have thirty not be required for an assignment of all of Tenant’s interest under this Lease to a Successor (30defined below) days after or to Original Tenant's ’s corporate parent (if any) (a “Permitted Transfer”), but only on the condition that, (a) any such Permitted Transfer is not a subterfuge by Tenant to avoid its obligations under this Lease; (b) Tenant shall give Landlord written notice of assignment and/or sublease is received with any such Permitted Transfer at the financial information earliest date reasonably requested by Landlord (the ('Section 11.3 Notice") to advise Tenant of Landlord's (i) consent to such proposed assigrunent or subleasepossible, or (ii) withholding of consent for reasonable reasons to such proposed assignment or sublease, in which event Landlord's notice shall be accompanied by an explanation of the reason for such disapproval, or (iii) election to terminate this Lease as to Original Tenant (and any Successors and/or other assignees) shall remain primarily liable for all of the space proposed obligations to be sublet or as to performed by the entire premises in the event of an assignment , such termination to be effective as of the date of the commencement of the proposed assignment or subletting (the "Effective Date"). If Landlord shall exercise its termination right hereunder, Landlord shall have the right to enter into a lease or other occupancy agreement directly with the proposed assignee or subtenantTenant under this Lease, and (iv) Tenant’s Successor or corporate parent, as applicable, shall assume all accrued and prospective obligations and liabilities of Tenant shall have no right to any of the rents or other consideration payable by such proposed assignee or subtenant under such other leasel or occupancy agreement, even if such rents and other consideration exceed the rent payable under this Lease in a writing reasonably satisfactory to Landlord and there shall be no adverse effect on the creditworthiness of the Tenant under the Lease, such adverse effect to be determined by Tenant. Landlord shall have the right to lease the Premises to any other tenant, or not lease the Premises, in its sole and absolute reasonable discretion. Landlord and Tenant specifically agree A “Successor” means any entity that Landlord's right to terminate this Lease under clause acquires in a single transaction or in a series of related transactions (iiiby merger, combination, consolidation, transfer of assets or otherwise) above is a material consideration for Landlord's agreement to enter into this Lease and such right may be exercised in Landlord's sole all or substantially all of the other property and absolute discretion assets of Original Tenant (or a prior Successor), or with which, or into which Original Tenant (or a prior Successor) is merged, combined, reorganized or consolidated or which acquires Original Tenant (or a prior Successor) or to an affiliate or subsidiary of Tenant and no test which assumes by written instrument all of reasonableness shall be applicable theretoTenant’s liabilities and obligations under this Lease.

Landlord’s Consent. Landlord Tenant shall have thirty not assign its interests hereunder, sublease all or any portion of the Premises (30) days after Tenant's notice for purposes of assignment and/or sublease is received with this Lease, a license shall be deemed to be a sublease), or allow any other person to use or occupy any portion of the financial information reasonably requested by Landlord (Premises, without the ('Section 11.3 Notice") to advise Tenant prior written consent of Landlord's (i) consent to such proposed assigrunent , which shall not be unreasonably withheld, conditioned or subleasedelayed. Without limiting the generality of the foregoing, or (ii) withholding of consent for reasonable reasons to such proposed assignment or sublease, in which event Landlord's notice it shall be accompanied by an explanation reasonable for Landlord to deny consent if: (a) The financial strength of the reason for such disapproval, or (iii) election to terminate this Lease as to all of the space proposed to be sublet or as to the entire premises in the event of an assignment , such termination to be effective as of the date of the commencement of the proposed assignment or subletting (the "Effective Date"). If Landlord shall exercise its termination right hereunder, Landlord shall have the right to enter into a lease or other occupancy agreement directly with the proposed assignee or subtenant, both in terms of net worth and Tenant shall have no right to any in terms of reasonably anticipated cash flow over the rents or other consideration payable by such Lease term, is materially less than Tenant's financial strength at the time this Lease was signed. (b) The proposed assignee or subtenant under such will burden the Premises and/or Common Areas to an extent substantially disproportionate to typical tenants of the Building, whether through disproportionate demand for landlord services or utilities, disproportionate bearing weights on floor areas, disproportionate parking requirements, deterioration of floors or other leasel elements of the Building, or occupancy agreementotherwise. (c) The proposed assignee or subtenant intends to make substantial alterations to the Premises which would, even if such rents in Landlord's reasonable judgment, result in a material net decrease in the value of the Premises as improved. (d) The proposed assignee's or subtenant's use of the Premises will not, in Landlord's reasonable judgment, be compatible with the uses of the other tenants in the Building or will be appropriate for first class executive offices and biomedical laboratories. (e) The use to be made of the Premises by the proposed transferee is (i) not generally consistent with the character and nature of all other consideration exceed tenancies in the rent payable under Building, or (ii) a use which conflicts with any so-called "exclusive" then in favor of another tenant of the Building, or (iii) a use which would be prohibited by any other portion of this Lease (including, but not limited to, any rules and regulations then in effect). (f) The proposed transferee is either a governmental agency or instrumentality thereof. (g) Either the proposed transferee or any person or entity which directly or indirectly controls, is controlled by or is under common control with the proposed transferee (i) occupies space in the Building at the time of the request for consent, or (ii) is negotiating with Landlord or has negotiated with Landlord during the six (6) month period immediately preceding the date of the proposed transfer, to lease space in the Building but, in either case, only in the event Landlord has an equivalent amount of square footage available in the Building for the term set forth in the request for approval by Tenant. Landlord shall have the right to lease the Premises With respect to any other tenant, proposed assignment or not lease the Premises, in its sole and absolute discretion. Landlord and Tenant specifically agree that subleasing requiring Landlord's right consent, Tenant shall submit to terminate this Lease under clause Landlord in writing, at least 30 days prior to the effective date of the assignment or sublease, (i) a notice of application to assign or sublease, setting forth the proposed effective date, which shall be not less than 30 or more than 180 days after the delivery of such notice; (ii) the name of the proposed transferee; (iii) above is the nature of the proposed transferee's business to be carried on in the Premises; (iv) the terms of the proposed sublease or assignment; and (v) a material consideration current financial statement of the proposed transferee. Tenant shall not submit any such application to Landlord until Tenant has received a bona fide offer from the proposed transferee, and Tenant shall furnish Landlord, in addition to the foregoing, with all other information reasonably required by Landlord with respect to such transfer and transferee including, without limitation, a copy of the proposed sublease, if applicable. Any transfer (or sequence of transfers resulting, in the aggregate, in the transfer) of 50% or more of the beneficial ownership of Tenant shall constitute an assignment for Landlordpurposes of this Article, except as expressly set forth herein. Notwithstanding the foregoing, the offering of Tenant's agreement to enter into this Lease and such right may stock as part of a qualified public offering or the trading of Tenant's stock on a nationally recognized stock exchange shall not be exercised in Landlord's sole and absolute discretion and no test of reasonableness shall be applicable theretodeemed a transfer as aforesaid.

Landlord’s Consent. Landlord shall have thirty (30a) If the Transfer is not completed within one hundred twenty (120) days after Tenant's notice of assignment and/or sublease is received with the financial information reasonably requested by Landlord (the ('Section 11.3 Notice") to advise Tenant of Landlord's (i) ’s consent to such proposed assigrunent or subleasethereto, or (ii) withholding of consent for reasonable reasons to such proposed assignment or sublease, in which event Landlord's notice Tenant shall be accompanied by an explanation of the reason for such disapproval, or (iii) election to terminate this Lease as to once again comply with all of the space proposed provisions of this Section 15, including, without limitation, the obligation to give Landlord the Transfer Notice. (b) Any Sublease shall provide that it is subject and subordinate to this Lease and to any Mortgages; that Landlord may enforce the provisions of the Sublease, including collection of Rent; that the cost of any modification to the Premises, Building and/or Project arising from or as a result of the Sublease, including any modifications to convert a single tenant floor to a multi­ tenant floor, shall be the sole responsibility of Tenant (and subject to Landlord’s approval, not to be sublet unreasonably withheld, conditioned, or as to the entire premises delayed); that in the event of an assignment termination of this Lease for any reason, such termination to be effective as including, without limitation, a voluntary surrender by Tenant, or i n the event of any reentry or repossession of the date of the commencement of the proposed assignment or subletting (the "Effective Date"). If Landlord shall exercise its termination right hereunderPremises by Landlord, Landlord shall have the right to enter into a lease or other occupancy agreement directly with the proposed assignee or subtenant, and Tenant shall have no right to any of the rents or other consideration payable by such proposed assignee or subtenant under such other leasel or occupancy agreement, even if such rents and other consideration exceed the rent payable under this Lease by Tenant. Landlord shall have the right to lease the Premises to any other tenant, or not lease the Premisesmay, in its sole discretion, either terminate the Sublease or take over all of the right, title and absolute discretion. interest of Tenant, as sublessor, under such Sublease, in which case the Transferee shall attorn to Landlord, but that nevertheless Landlord and shall not (i) be liable for any previous act or omission of Tenant specifically agree that Landlord's right under such Sublease, (ii) be subject to terminate this Lease under clause any counterclaim, defense or offset previously accrued in favor of the Transferee against Tenant, (iii) above be bound by any previous modification of any Sublease made without Landlord’s written consent, or by any previous prepayment by the Transferee of more than one month’s Rent, (iv) be bound by any security or advance rental deposit made by such subtenant which is not delivered or paid over to Landlord and with respect to which such subtenant shall look solely to Tenant for refund or reimbursement, or (v) be obligated to perform any work in the subleased space or to prepare it for occupancy, and in connection with such attornment, the subtenant shall execute and deliver to Landlord any instruments Landlord may reasonably request to evidence and confirm such attornment. Each subtenant or licensee of Tenant shall be deemed, automatically upon and as a material consideration for Landlord's agreement condition of its occupying or using the Premises or any part thereof, to enter into have agreed to be bound by the terms and conditions set forth in this Section 15.3(b). The provisions of this Section 15.3(b) shall be self-operative, and no further instrument shall be required to give effect to this provision. (c) Each Transferee by assignment shall assume all obligations of Tenant under this Lease and such right may be exercised in Landlord's sole and absolute discretion and no test of reasonableness shall be applicable theretoand remain liable jointly and severally with Tenant for the payment of the Rent, and for the performance of all of the terms, covenants, conditions and agreements herein contained on Tenant’s part to be performed for the Term of this Lease. No Assignment shall be binding on Landlord unless the Transferee and Tenant shall deliver to Landlord a counterpart of the Assignment and which contains a covenant of assumption by the Transferee satisfactory in substance and form to Landlord consistent with the requirements of this Section. Failure or refusal of the Transferee to execute such instrument of assumption shall not release or discharge the Transferee from its liability as set forth above.

Landlord’s Consent. Landlord (a) If Tenant requests Landlord’s consent to an assignment of this Lease or a subletting of all or any part of the Leased Premises, Tenant shall have thirty (30) days after Tenant's notice of assignment and/or sublease is received with the financial information reasonably requested by Landlord (the ('Section 11.3 Notice") submit to advise Tenant of Landlord's : (i) consent to such the name of the proposed assigrunent assignee or sublease, or subtenant; (ii) withholding of consent for reasonable reasons to such proposed assignment or sublease, in which event Landlord's notice shall be accompanied by an explanation of the reason for such disapproval, or (iii) election to terminate this Lease as to all of the space proposed to be sublet or as to the entire premises in the event of an assignment , such termination to be effective as of the date of the commencement terms of the proposed assignment or subletting together with a conformed or photostatic copy of the proposed assignment or sublease, which information shall include the effective date of commencement of any such assignment of this Lease or sublease of all or part of the Leased Premises; (iii) the "Effective Date"). If nature of the proposed assignee or subtenant’s business and its proposed use of the Leased Premises; (iv) such information as to its financial responsibility and general reputation as Landlord may reasonably require; and (v) a summary of plans and specifications, if any, revising the floor layout of the Leased Premises. (b) Upon the receipt of all such information from Tenant, Landlord shall exercise within fifteen (15) days of its termination right hereunderreceipt of Tenant’s request to assign or sublet, notify Tenant whether Landlord consents to or rejects the proposed assignment or subletting. (c) In lieu of either consenting to or rejecting Tenant’s request, Landlord shall have the right option, to be exercised in writing within said fifteen (15) day period, to cancel and terminate this Lease if the request is to assign this Lease or to sublet all of the Leased Premises or, if the request is to sublet a portion of the Leased Premises for all of the remaining Term only, to cancel and terminate this Lease with respect to such portion. Tenant shall have ten (10) business days after Landlord exercises its option to cancel and terminate this Lease, to notify Landlord of the withdrawal of its request to assign or sublet. If Tenant so notifies Landlord, Tenant’s request to assign or sublet shall be deemed withdrawn, and this Lease shall remain in full force and effect. If Tenant does not withdraw its request to assign or sublet in accordance with this Section, the Lease shall be cancelled and terminated, and the effective applicable cancellation date shall be that date equivalent to the proposed effective commencement date referred to in Section 18.2(a)(ii) above. Landlord and Tenant agree to enter into a lease written agreement in recordable form to reflect any Lease termination or other occupancy agreement directly Lease modification required hereunder. (d) If Tenant does not withdraw its request to assign or sublet as aforesaid, and Landlord shall cancel this Lease, Tenant shall surrender possession of the Leased Premises, or the portion of the Leased Premises which is the subject of the request, as the case may be, on the date set forth in such notice in accordance with the proposed assignee or subtenant, and Tenant shall have no right provisions of this Lease relating to any surrender of the rents or other consideration Leased Premises. If this Lease shall be canceled as to a portion of the Leased Premises only, (i) the Base Rent payable by such proposed assignee or subtenant under such other leasel or occupancy agreementTenant hereunder and Tenant’s Proportionate Share of Operating Expenses shall be reduced proportionately according to the ratio that the portion of space surrendered bears to the entire Leased Premises and (ii) Landlord, even if such rents and other consideration exceed the rent payable under this Lease by at Tenant. Landlord ’s expense, shall have the right to lease make any alterations to the Leased Premises to any other tenant, or not lease the Premisesrequired, in its sole Landlord’s judgment, to make the portion of the Leased Premises surrendered a self-contained rental unit with access through corridors to the elevators and absolute discretiontoilets serving such space. Landlord At Landlord’s request, Tenant shall execute and Tenant specifically agree that deliver an agreement, in form reasonably satisfactory to Landlord's right , setting forth any modifications to terminate this Lease under clause (iii) above is a material consideration for contemplated or resulting from the operation of this Section; however, neither Landlord's ’s failure to request such agreement nor Tenant’s failure to enter into execute such agreement shall vitiate the effect of any cancellation pursuant to this Lease and such right may be exercised in Landlord's sole and absolute discretion and no test of reasonableness shall be applicable theretoSection.

Landlord’s Consent. Upon Tenant’s compliance with the provisions of Section 17.02, if Landlord shall not exercise the Recapture Right, Landlord’s consent to the proposed Transfer shall not be unreasonably withheld, conditioned or delayed, provided and upon condition that: (a) the proposed Transferee shall have thirty a financial condition reasonably acceptable to Landlord; (30b) days after Tenant's notice of assignment and/or sublease is received with the financial information reasonably requested proposed Transferee shall have a good business reputation in Landlord’s reasonable opinion; (c) the Transferee proposes to use the Premises for the Permitted Use, or such other use as permitted by Landlord (the ('Section 11.3 Notice") to advise Tenant of Landlord's Laws that (i) would not violate or conflict with any restrictions or prohibitions then affecting the Building, and (ii) in Landlord’s reasonable opinion would be appropriate for the Building; (d) the proposed Transferee is not an entity who is then a tenant in the Building or an entity with which Landlord is then negotiating or within six (6) months has negotiated for space in the Building; (e) no Event of Default shall be continuing under this Lease either at the time Landlord’s consent to such proposed assigrunent Transfer is requested or sublease, or (ii) withholding of consent for reasonable reasons to such proposed assignment or sublease, in which event Landlord's notice shall be accompanied by an explanation of on the reason for such disapproval, or (iii) election to terminate this Lease as to all of the space proposed to be sublet or as to the entire premises in the event of an assignment , such termination to be effective as of the date of the commencement Transfer; (f) the proposed Transferee shall not be entitled to diplomatic or sovereign immunity and shall be subject to the service of process in, and the jurisdiction of the courts of state in which the Property is located, and (g) the proposed Transferee shall deposit with Landlord such additional security as Landlord may reasonably request, including, without limitation, a guaranty by one or more of the principals of the proposed assignment or subletting (the "Effective Date"). If Landlord shall exercise its termination right hereunder, Landlord shall have the right to enter into a lease or other occupancy agreement directly with the proposed assignee or subtenant, and Tenant shall have no right to any of the rents or other consideration payable by such proposed assignee or subtenant under such other leasel or occupancy agreement, even if such rents and other consideration exceed the rent payable under this Lease by Tenant. Landlord shall have the right to lease the Premises to any other tenant, or not lease the Premises, in its sole and absolute discretion. Landlord and Tenant specifically agree that Landlord's right to terminate this Lease under clause (iii) above is a material consideration for Landlord's agreement to enter into this Lease and such right may be exercised in Landlord's sole and absolute discretion and no test of reasonableness shall be applicable theretoTransferee.

Landlord’s Consent. Notwithstanding any statutory provision to the contrary, it shall not be considered unreasonable for the Landlord shall to withhold its consent if, without limiting any other factors or circumstances which the Landlord may reasonably take into account: 15.2.1 the Tenant is then in default under this Lease; 15.2.2 the proposed Transfer would be or could result in violation or breach of any covenants or restrictions made or granted by the Landlord to other tenants or occupants, or prospective tenants or occupants, of the Development; 15.2.3 in the Landlord’s reasonable opinion, the reputation, type and quality of business and business history of the proposed Transferee is not satisfactory; 15.2.4 the proposed Transfer is to an existing tenant or other occupant of space in the Development and the Landlord has or will have thirty during the next six (306) days after Tenant's notice months suitable space for rent in the Building for such proposed tenant; 15.2.5 the use of assignment and/or sublease is received the Premises by the proposed Transferee, could result in excessive use of the elevators or other Building Systems, be inconsistent with the image and standards of the Development, expose the occupants of the Development to risk of harm, damage or interference with their use and enjoyment thereof or is prohibited by the Lease; 15.2.6 where the proposed Transferee does not intend to physically occupy the demises and carry on business from the Premises; or 15.2.7 where the Landlord has reasonable grounds to believe that the proposed Transferee is not sufficiently financially responsible to fulfill all of its financial information reasonably requested obligations, including, without limitation, the financial obligations of the Tenant pursuant to this Lease. Any consent by the Landlord (to a Transfer shall not constitute a waiver of the ('Section 11.3 Notice") necessity for such consent to advise Tenant of Landlord's any subsequent Transfer. Under no circumstances will (i) consent to such any occupation of all or part of the Premises by any proposed assigrunent Transferee or sublease, or Landlord’s tolerance thereof; (ii) withholding the payment of consent for reasonable reasons to such Rent or other amounts by any proposed assignment or sublease, in which event Landlord's notice shall be accompanied by an explanation of the reason for such disapproval, or Transferee; (iii) election the consent to terminate this Lease as to all any previous Transfer, constitute a waiver of any obligation of the space proposed Tenant to be sublet or as obtain consent to the entire premises in the event of an assignment any Transfer, such termination to be effective as of the date of the commencement of the proposed assignment or subletting (the "Effective Date"). If Landlord shall exercise its termination right hereunder, Landlord shall have the right to enter into a lease or other occupancy agreement directly with the proposed assignee or subtenant, and Tenant shall have no right to nor will any of the rents or other consideration payable by such foregoing be construed as constituting a consent to the proposed assignee or subtenant under such other leasel or occupancy agreementTransfer. For greater certainty, even if such rents and other consideration exceed the rent payable under provisions of this Lease by Tenant. Landlord Section 15.2 shall have not apply to a Transfer from the right Tenant to lease the Premises to any other tenant, or not lease the Premises, in its sole and absolute discretion. Landlord and Tenant specifically agree that Landlord's right to terminate this Lease under clause (iii) above is a material consideration for Landlord's agreement to enter into this Lease and such right may be exercised in Landlord's sole and absolute discretion and no test of reasonableness shall be applicable theretoan Affiliate.

Landlord’s Consent. Landlord and Tenant shall have thirty perform their respective obligations with respect to design and construction of any initial improvements to be constructed and installed in the Premises (30the “Tenant Improvements”), as provided in the Work Letter Agreement attached hereto as Exhibit B. Except for any Tenant Improvements to be constructed by Tenant as provided in the Work Letter Agreement, Tenant shall not make any alterations, improvements or changes to the Premises, including installation of any security system or telephone or data communication wiring (“Alterations”), without Landlord’s prior written consent. Notwithstanding any other provision contained herein, Tenant shall not be required to obtain Landlord’s prior consent for minor, non-structural Alterations that (a) days after Tenant's do not affect any of the Building Systems or Base Building (as defined below), (b) are not visible from the exterior of the Premises, (c) do not affect the water tight character of the Building or its roof, (d) do not require a building permit, (e) do not move any interior walls or otherwise change the layout of the Premises, and (f) cost less than Fifty Thousand Dollars ($50,000) (collectively, “Minor Changes”) so long as Tenant gives Landlord notice of assignment and/or sublease is received the proposed Minor Change at least ten days prior to commencing the Minor Change and complies with the financial information reasonably requested by Landlord (the ('Section 11.3 Notice") to advise Tenant of Landlord's (i) consent to such proposed assigrunent or sublease, or (ii) withholding of consent for reasonable reasons to such proposed assignment or sublease, in which event Landlord's notice shall be accompanied by an explanation of the reason for such disapproval, or (iii) election to terminate this Lease as to all of the space provisions of this Article 6. Landlord’s right to review and approve (or withhold approval of) Tenant’s plans, drawings, specifications, contractor(s) and other aspects of construction work proposed by Tenant is intended solely to protect Landlord, the Property and Landlord’s interests. No approval or consent by Landlord shall be deemed or construed to be sublet a representation or warranty by Landlord as to the entire premises in the event of an assignment adequacy, such termination to be effective as of the date of the commencement of the proposed assignment sufficiency, fitness or subletting (the "Effective Date"). If Landlord shall exercise its termination right hereunder, Landlord shall have the right to enter into a lease suitability thereof or compliance thereof with applicable Laws or other occupancy agreement directly with the proposed assignee or subtenant, and Tenant shall have no right to any of the rents or other consideration payable by such proposed assignee or subtenant under such other leasel or occupancy agreement, even if such rents and other consideration exceed the rent payable under this Lease by Tenant. Landlord shall have the right to lease the Premises to any other tenant, or not lease the Premises, in its sole and absolute discretion. Landlord and Tenant specifically agree that Landlord's right to terminate this Lease under clause (iii) above is a material consideration for Landlord's agreement to enter into this Lease and such right may be exercised in Landlord's sole and absolute discretion and no test of reasonableness shall be applicable theretorequirements.

Landlord’s Consent. (i) Tenant shall not make or permit to be made any alterations, additions or improvements (“Alterations”) to the Premises or any part thereof without the prior written consent of Landlord in each instance, which may be granted or withheld in Landlord’s sole discretion. (ii) Landlord will not unreasonably withhold or delay its consent to any Alterations, provided and upon the condition that all of the following conditions shall be satisfied: (A) the Alterations do not affect the outside appearance of the Building; (B) the Alterations are nonstructural and do not impair the strength of the Building or any part thereof; (C) the Alterations are to the interior of the Premises and do not affect any part of the Building outside of the Premises; (D) the Alterations do not affect the proper functioning of the Building systems or other utilities, systems and services of the Building, or materially increase the usage thereof by Tenant; (E) Landlord shall have thirty approved the final plans and specifications for the alterations, any subsequent changes thereto, and all contractors and subcontractors who will perform them; and (30F) days after Tenant's notice of assignment and/or sublease is received all costs and expenses incurred in connection with the financial information reasonably requested Alterations, including the construction and installation thereof, the preparation of the plans and specifications therefore, and the attaining of all necessary governmental approvals and permits, shall be paid by Tenant. In the event that Landlord (the ('Section 11.3 Notice") to advise Tenant of Landlord's (i) grants its consent to any Alterations hereunder, such proposed assigrunent or sublease, or (ii) withholding of consent for reasonable reasons may be conditioned upon the requirement that Tenant provide a lien completion bond in form and amount satisfactory to such proposed assignment or sublease, in which event Landlord's notice shall be accompanied by an explanation of the reason for such disapproval, or . (iii) election Not less than five (5) days prior to terminate this Lease as to all commencement of any approved Alterations, Tenant shall notify Landlord of the space proposed to be sublet or as to Alterations work commencement date so that Landlord may post notices of nonresponsibility in and around the entire premises in Premises. All approved Alterations shall comply with all Laws, the event other terms of an assignment this Lease, such termination to be effective as of and the date of the commencement of the proposed assignment or subletting (the "Effective Date"). If Landlord shall exercise its termination right hereunder, Landlord shall have the right to enter into a lease or other occupancy agreement directly with the proposed assignee or subtenantfinal plans and specifications approved by Landlord, and Tenant shall have no right fully and promptly comply with and observe any Rules and Regulations of Landlord then in force with respect to any the making of Alterations and/or imposed by Landlord in connection with its approval of the rents plans and specifications for the Alterations. Landlord’s review and approval of Tenant’s plans and specifications are solely for Landlord’s benefit. Upon completion of any approved Alterations, Tenant shall provide to Landlord “as-built” plans, copies of all construction contracts, building permits, inspection reports and all other required governmental approvals, together with proof of payment of all labor and materials. Tenant shall be responsible for any additional alterations and improvements required by applicable Laws to be made to or other consideration payable in the Premises or the Building as a result of any Alterations to the Premises made by such proposed assignee or subtenant under such other leasel or occupancy agreement, even if such rents and other consideration exceed the rent payable under this Lease by for Tenant. Landlord shall have no duty toward Tenant, nor shall Landlord be deemed to have made any representation or warranty to Tenant, with respect to the right to lease safety, adequacy, correctness, efficiency or compliance with Laws of the Premises to design of the Alterations, the plans and specifications therefore, or any other tenant, or not lease matter regarding the Premises, in its sole and absolute discretion. Landlord and Tenant specifically agree that Landlord's right to terminate this Lease under clause (iii) above is a material consideration for Landlord's agreement to enter into this Lease and such right may be exercised in Landlord's sole and absolute discretion and no test of reasonableness shall be applicable theretoAlterations.

Landlord’s Consent. Landlord shall have thirty (30a) days after Tenant's notice No consent, approval or other exercise of assignment and/or sublease is received with the financial information reasonably requested discretion (a "Consent") by Landlord (the ('Section 11.3 Notice") to advise Tenant of shall, unless this Lease specifies that such Consent is within Landlord's (i) consent to such proposed assigrunent sole discretion, be unreasonably withheld or sublease, or (ii) withholding of consent for reasonable reasons to such proposed assignment or sublease, in which event Landlord's notice shall be accompanied by an explanation of the reason for such disapproval, or (iii) election to terminate this Lease as to all of the space proposed to be sublet or as to the entire premises in the event of an assignment , such termination to be effective as of the date of the commencement of the proposed assignment or subletting (the "Effective Date")refused. If Landlord shall exercise its termination right hereunderfail to respond to any request by Tenant for any Consent, within twenty (20) days after the date of such request, and within ten (10) days after a further notice from Tenant, stating that it is a "Second Notice" and referring to this Section, such request shall be conclusively deemed to have been approved by Landlord. In any refusal to grant Consent, Landlord shall specify in reasonable detail the reasons for its refusal. Any dispute between the parties as to whether Landlord should have granted a Consent shall be resolved by ADR in the right to enter into a lease or other occupancy agreement directly with the proposed assignee or subtenant, and Tenant shall have no right manner described in Article 18. (b) With respect to any provision of the rents or other consideration payable by such proposed assignee or subtenant under such other leasel or occupancy agreement, even if such rents and other consideration exceed the rent payable under this Lease by Tenant. which provides, in effect, that Landlord shall have not unreasonably withhold, delay or refuse its consent, Tenant, in no event shall be entitled to make, nor shall Tenant make, any offset against rent otherwise due nor shall Tenant withhold any rent otherwise due pursuant to the right terms of this Lease based upon any claim or assertion by Tenant that Landlord has unreasonably withheld, refused or delayed any consent or approval; but, unless Landlord's unreasonable withholding, refusal or delay is arbitrary, capricious or in bad faith (in which event Tenant's rights and remedies against Landlord shall not be so limited), Tenant's sole remedy shall be an action or proceeding to lease the Premises to enforce any other tenantsuch provision, or not lease the Premisesfor specific performance, in its sole and absolute discretion. Landlord and Tenant specifically agree that Landlord's right to terminate this Lease under clause (iii) above is a material consideration for Landlord's agreement to enter into this Lease and such right may be exercised in Landlord's sole and absolute discretion and no test of reasonableness shall be applicable theretoinjunction or declaratory judgment.

Landlord’s Consent. Landlord shall have thirty (30) days after not withhold its consent to any Transfer of the Subject Space to Transferee on the terms specified in Tenant's notice of assignment and/or sublease is received with ’s notice, provided that the financial information reasonably requested by Landlord (the ('Section 11.3 Notice") to advise Tenant of Landlord's following conditions are satisfied: (i) consent to such proposed assigrunent Transferee is of a character or sublease, or reputation which is consistent with the quality of the Premises; (ii) withholding of consent Transferee intends to use the Subject Space for reasonable reasons to such proposed assignment or subleasepurposes which are permitted under this Lease, in which event Landlord's notice shall be accompanied by an explanation of the reason for such disapproval, or (iii) election to terminate this Lease as to all the Subject Space is not less than the entire area of the space proposed to be sublet or as to the entire premises in the event of an assignment Premises; provided, such termination to be effective as of the date of the commencement of the proposed assignment or subletting (the "Effective Date"). If however, that Landlord shall exercise its termination right hereunder, Landlord shall have the right to enter into a lease or other occupancy agreement directly with the proposed assignee or subtenant, and Tenant shall have no right to any of the rents or other consideration payable by such proposed assignee or subtenant under such other leasel or occupancy agreement, even if such rents and other consideration exceed the rent payable under this Lease by Tenant. Landlord shall have the right to lease the Premises to any other tenant, or not lease the Premises, may in its sole and absolute discretion. discretion permit a Transfer of less than all of the Premises subject to such conditions Landlord deems applicable (including, without limitation, the condition that the Subject Space be regular in shape with appropriate means of ingress and Tenant specifically agree that Landlord's right to terminate this Lease under clause egress suitable for normal renting purposes), (iiiiv) above Transferee is not a material consideration for Landlord's agreement to enter into this Lease and such right may be exercised governmental agency or instrumentality or an occupant of the Premises, (v) Transferee has in Landlord's sole ’s judgment the financial ability to perform the obligations to be assumed in connection with the Transfer, (vi) Tenant is not in default hereunder either at the time Tenant requests consent to the Transfer or on the effective date of the Transfer, and absolute discretion (vii) Tenant and no test Transferee execute documentation concerning the Transfer which is reasonably acceptable to Landlord (including, without limitation, a sublease or assignment, and a Landlord’s consent on Landlord’s form), all of reasonableness which shall be applicable theretodelivered to Landlord prior to the Transfer. Subject to the satisfaction of the foregoing conditions, Landlord’s consent to any Transfer shall not be unreasonably withheld.

Landlord’s Consent. Landlord shall have thirty (30) days after Tenant's notice of assignment and/or sublease is received with the financial information reasonably requested by Landlord (the ('Section 11.3 Notice") be entitled to advise Tenant of Landlord's (i) consider any reasonable factor in determining whether or not to consent to such a proposed assigrunent assignment or sublease, or (ii) withholding of . Without limiting any other circumstances in which it may reasonable for Landlord to withhold its consent for reasonable reasons to such a proposed assignment or sublease, in which event Landlord's notice Xxxxxx acknowledges and agrees that it shall be accompanied by an explanation reasonable for Landlord to withhold its consent to any proposed assignment or sublease if any of the reason for such disapproval, or following conditions shall not be satisfied: (iiia) election to terminate this Lease as to all The financial condition of the space proposed assignee or sublessee shall be equal to be sublet or as to the entire premises in the event of an assignment , such termination to be effective greater than Tenant's financial condition as of the date hereof and shall satisfy Landlord's then-current credit standards for tenants of the commencement of the proposed assignment Building or subletting (the "Effective Date"). If Landlord shall exercise its termination right hereunderProject, Landlord shall have the right to enter into a lease or other occupancy agreement directly with and the proposed assignee or subtenant, and Tenant sublessee shall otherwise have no right the financial capacity to any perform all obligations under this Lease to be performed by Tenant; (b) The proposed use of the rents or other consideration payable Premises by such the proposed assignee or subtenant under such other leasel sublessee shall (i) comply with the provisions of Article 6 hereof, (ii) be consistent with the general character of businesses carried on by tenants of a first-class office building, (iii) not increase the likelihood of damage or occupancy agreement, even if such rents and other consideration exceed the rent payable under this Lease by Tenant. Landlord shall have the right destruction to lease the Premises to any other tenant, or not lease the Premises, the Building, or the Project, (iv) not increase the density or occupancy of the Premises, (v) not be likely to cause an increase in its sole and absolute discretion. the insurance premiums for insurance policies carried by Landlord and Tenant specifically agree that with respect to the Building or Project, or (vi) not otherwise adversely impact the Premises, the Building, the Project or Landlord's right interest therein; or (c) Any mortgagee or beneficiary under a deed of trust whose consent to terminate this Lease under clause (iii) above the assignment or sublease is a material consideration for Landlord's agreement to enter into this Lease and such right may be exercised in Landlord's sole and absolute discretion and no test of reasonableness required shall be applicable consent thereto.

Landlord’s Consent. Landlord Tenant’s request for Landlord’s consent to any Transfer shall have be made at least thirty (30) days after prior to the effective date of the proposed Transfer, describe the details of the proposed Transfer, including the name, business and financial condition of the prospective Transferee, and the financial terms of the proposed Transfer (e.g., payments in consideration of the proposed Transfer, term, rent and security deposit); Tenant shall also provide any other information Landlord reasonably deems relevant, including without limitation the proposed form of Transfer documentation. Landlord shall not unreasonably withhold, condition or delay (more than ten (10) business days following receipt of Tenant's ’s request for consent with all information required herein) its consent to any assignment or subletting of the Premises, provided that Tenant is not then in default under this Lease (following the giving of notice of assignment and/or sublease is received with such default, where applicable) but it shall not be deemed unreasonable for Landlord to deny consent for the financial information reasonably requested by Landlord (the ('Section 11.3 Notice") to advise Tenant of Landlord's following reasons, among others: (i) consent to such the business of the proposed assigrunent or sublease, or Transferee and the proposed use of the Premises are inconsistent with the Permitted Uses; (ii) withholding Landlord’s reasonable dissatisfaction with the net worth and financial condition of consent for reasonable reasons the proposed Transferee as it relates to such Transferee’s proposed assignment or subleaseobligations if such Transfer, together with other transfers then in which event Landlord's notice shall be accompanied by an explanation effect, is for more than forty percent (40%) of the reason for such disapproval, or Premises; (iii) election Tenant’s failure to terminate this Lease as to be in compliance with all of its obligations under this Lease, (iv) the space Transferee’s proposed particular use of the Premises is reasonably incompatible with a first class mixed use office and laboratory building, taking into account the existing tenant and use mix at the Project, due to be sublet Landlord’s reasonable dissatisfaction with the Transferee’s business reputation (meaning objective, reported facts, such as a current or as recent criminal conviction or indictment, that would lead a disinterested third person to have reasonable, serious concerns about the moral or ethical integrity of the Transferee’s business standards), or an occupancy that will result in a use of the Building that is open to the entire premises general public, (v) the Transferee is either a municipal, national or foreign governmental agency or instrumentality thereof, (vi) the Transferee has filed a petition for insolvency or for appointment of a receiver, trustee or assignee or for adjudication, reorganization or arrangement under any bankruptcy act, or if any similar petition has been filed against such Transferee, within the previous 30 months, (vii) the Transfer in question would result in a violation of any Legal Requirement, including without limitation any Legal Requirement governing contracts or agreements with so-called “prohibited persons” under the laws, rules and regulations promulgated by the Office of Foreign Asset Control in the event of an assignment , such termination to be effective as United States Department of the date Treasury or any Legal Requirement under the Employee Retirement Income Security Act of the commencement of the proposed assignment or subletting (the "Effective Date"). If Landlord shall exercise its termination right hereunder1974, Landlord shall have the right to enter into a lease or other occupancy agreement directly with the proposed assignee or subtenant, and Tenant shall have no right to any of the rents or other consideration payable by such proposed assignee or subtenant under such other leasel or occupancy agreement, even if such rents and other consideration exceed the rent payable under this Lease by Tenant. Landlord shall have the right to lease the Premises to any other tenant, or not lease the Premises, in its sole and absolute discretion. Landlord and Tenant specifically agree that Landlord's right to terminate this Lease under clause (iii) above is a material consideration for Landlord's agreement to enter into this Lease and such right may be exercised in Landlord's sole and absolute discretion and no test of reasonableness shall be applicable theretoas amended.

Landlord’s Consent. (i) Tenant shall not make or permit to be made any alterations, additions or improvements ("Alterations") to the Premises or any part thereof without the prior written consent of Land lord in each instance, which may be granted or withheld in Landlord’s sole discretion. (ii) Landlord will not unreasonably withhold or delay its consent to any Alterations, provided and upon the condition that all of the following conditions shall be satisfied: (A) the Alterations do not affect the outside appearance of the Building; (B) the Alterations are nonstructural and do not impair the strength of the Building or any part thereof; (C) the Alterations are to the interior of the Premises and do not affect any part of the Building outside of the Premises; (D) the Alterations do not affect the proper functioning of the Building systems or other utilities, systems and services of the Building, or materially increase the usage thereof by Tenant; (E) Landlord shall have thirty approved the final plans and specifications for the alterations, any subsequent changes thereto, and all contractors and subcontractors who will perform them; and (30F) days after Tenant's notice of assignment and/or sublease is received all costs and expenses incurred in connection with the financial information reasonably requested Alterations, including the construction and installation thereof, the preparation of the plans and specifications therefore, and the attaining of all necessary governmental approvals and permits, shall be paid by Tenant. In the event that Landlord (the ('Section 11.3 Notice") to advise Tenant of Landlord's (i) grants its consent to any Alterations hereunder, such proposed assigrunent or sublease, or (ii) withholding of consent for reasonable reasons may be conditioned upon the requirement that Tenant provide a lien completion bond in form and amount satisfactory to such proposed assignment or sublease, in which event Landlord's notice shall be accompanied by an explanation of the reason for such disapproval, or . (iii) election Not less than five (5) days prior to terminate this Lease as to all commencement of any approved Alterations, Tenant shall notify Landlord of the space proposed to be sublet or as to Alterations work commencement date so that Landlord may post notices of nonresponsibility in and around the entire premises in Premises. All approved Alterations shall comply with all Laws, the event other terms of an assignment this Lease, such termination to be effective as of and the date of the commencement of the proposed assignment or subletting (the "Effective Date"). If Landlord shall exercise its termination right hereunder, Landlord shall have the right to enter into a lease or other occupancy agreement directly with the proposed assignee or subtenantfinal plans and specifications approved by Landlord, and Tenant shall have no right fully and promptly comply with and observe any Rules and Regulations of Landlord then in force with respect to any the making of Alterations and/or imposed by Landlord in connection with its approval of the rents plans and specifications for the Alterations. Xxxxxxxx's review and approval of Xxxxxx's plans and specifications are solely for Landlord's benefit. Upon completion of any approved Alterations, Tenant shall provide to Landlord “as-built” plans, copies of all constru ction contracts, building permits, inspection reports and all other required governmental approvals, together with proof of payment of all labor and materials. Tenant shall be responsible for any additional alterations and improvements required by applicable Laws to be made to or other consideration payable in the Premises or the Building as a result of any Alterations to the Premises made by such proposed assignee or subtenant under such other leasel or occupancy agreement, even if such rents and other consideration exceed the rent payable under this Lease by for Tenant. Landlord shall have no duty toward Tenant, nor shall Landlord be deemed to have made any representation or warranty to Tenant, with respect to the right to lease safety, adequacy, correctness, efficiency or compliance with Laws of the Premises to design of the Alterations, the plans and specifications therefore, or any other tenant, or not lease matter regarding the Premises, in its sole and absolute discretion. Landlord and Tenant specifically agree that Landlord's right to terminate this Lease under clause (iii) above is a material consideration for Landlord's agreement to enter into this Lease and such right may be exercised in Landlord's sole and absolute discretion and no test of reasonableness shall be applicable theretoAlterations.

Landlord’s Consent. Landlord shall have thirty not unreasonably withhold its consent to any proposed Transfer of the Subject Space to the Transferee on the terms specified in the Transfer Notice. Without limitation as to other reasonable grounds for withholding consent, the parties hereby agree that it shall be reasonable under this Lease and under any applicable law for Landlord to withhold consent to any proposed Transfer where one or more of the following apply: (301) days after transferee is of a character or reputation or engaged in a business which is not consistent with the quality of the Building or the Project; (ii) transferee is not a party of reasonable financial worth and/or financial stability in light of the responsibilities to be undertaken in connection with the transfer on the date consent is requested; (iii) transferee intends to use the applicable portion(s) of the Premises for purposes which, are not permitted under this Lease; (iv) transferee is either a governmental agency or instrumentality thereof; or (v) the proposed transfer would cause a violation of another lease for space in the Project, or would give an occupant of the Project a right to cancel its lease. Notwithstanding anything to the contrary in this Lease, if Tenant or any proposed transferee claims that Landlord has unreasonably withheld or delayed its consent under Section 14.2 or otherwise has breached or acted unreasonably under this Article 14, their sole remedies shall be a declaratory judgment and an injunction for the relief sought without any monetary damages, and Tenant hereby waives all other remedies, including, without limitation, any right at law or equity to terminate this Lease, on its own behalf and, to the extent permitted under all Applicable Laws, on behalf of the proposed Transferee. Tenant shall indemnify, defend and hold harmless Landlord from any and all liability, losses, claims, damages, costs, expenses, causes of action and proceedings involving any third party or parties (including without limitation Tenant's notice of assignment and/or sublease is received with the financial information reasonably requested proposed subtenant or assignee) who claim they were damaged by Landlord (the ('Section 11.3 Notice") to advise Tenant Landlord's wrongful withholding or conditioning of Landlord's (i) consent to such proposed assigrunent or sublease, or (ii) withholding of consent for reasonable reasons to such proposed assignment or sublease, in which event Landlord's notice shall be accompanied by an explanation of the reason for such disapproval, or (iii) election to terminate this Lease as to all of the space proposed to be sublet or as to the entire premises in the event of an assignment , such termination to be effective as of the date of the commencement of the proposed assignment or subletting (the "Effective Date"). If Landlord shall exercise its termination right hereunder, Landlord shall have the right to enter into a lease or other occupancy agreement directly with the proposed assignee or subtenant, and Tenant shall have no right to any of the rents or other consideration payable by such proposed assignee or subtenant under such other leasel or occupancy agreement, even if such rents and other consideration exceed the rent payable under this Lease by Tenant. Landlord shall have the right to lease the Premises to any other tenant, or not lease the Premises, in its sole and absolute discretion. Landlord and Tenant specifically agree that Landlord's right to terminate this Lease under clause (iii) above is a material consideration for Landlord's agreement to enter into this Lease and such right may be exercised in Landlord's sole and absolute discretion and no test of reasonableness shall be applicable thereto.consent,

Landlord’s Consent. Provided that there is then no outstanding Event of Default, Tenant may sublease the Premises or assign its rights and obligations under this Lease to a person or entity that is not an Affiliate with the prior written consent of Landlord; such consent shall not be unreasonably withheld, unless a Facility Mortgagee has approval rights in its loan documents over such assignment rights and the Facility Mortgagee retains the right to exercise its sole discretion, in which case the standard for Landlord shall have thirty (30) days after Tenant's notice of assignment and/or sublease is received with the financial information reasonably requested by Landlord (the ('Section 11.3 Noticealso be ") at its sole discretion". If Tenant wishes to advise Tenant of assign this Lease and Landlord's consent is required hereunder, Tenant shall deliver to Landlord (i) consent to a true and complete copy of the proposed instrument of assignment containing all of the terms and conditions of such proposed assigrunent or subleaseassortment, or (ii) withholding information as to the identity and experience of consent for reasonable reasons to the assignee as Landlord may reasonably require, (iii) such financial information concerning the proposed assignee as Landlord may reasonably require, and (iv) a written agreement, in form reasonably approved by Landlord, between such proposed assignee and Landlord in which such proposed assignee agrees with Landlord to perform and observe all of the terms, covenants and conditions of this Lease from and after the date of such assignment, all of which Landlord may consider in determining whether to grant its consent. Landlord agrees to notify Tenant within fifteen (15) days following delivery of the foregoing information, as to whether or not Landlord shall grant its consent. If Landlord fails to notify Tenant in writing within said 15 day period, Landlord shall be deemed to have consented to said assignment or sublease, in which event Landlord's notice shall be accompanied by an explanation of the reason for such disapproval, or (iii) election to terminate this Lease as to all of the space proposed to be sublet or as to the entire premises in the event of an assignment , such termination to be effective as of the date of the commencement of the proposed assignment or subletting (the "Effective Date"). If Landlord shall exercise its termination right hereunderconsents to an assignment, Landlord shall have the right then prior to enter into a lease or other such assignee taking occupancy agreement directly with the proposed assignee or subtenant, and Tenant shall have no right to any of the rents or other consideration payable by such proposed assignee or subtenant under such other leasel or occupancy agreement, even if such rents and other consideration exceed the rent payable under this Lease by Tenant. Landlord shall have the right to lease the Premises to any other tenant, or not lease the Premises, Tenant shall deliver to Landlord an original of the fully-executed instrument of assignment and of the agreement described in its sole and absolute discretion. Landlord and Tenant specifically agree that Landlord's right to terminate this Lease under clause (iiiiv) above is a material consideration for Landlord's agreement to enter into of the preceding paragraph of this Lease and such right may be exercised in Landlord's sole and absolute discretion and no test of reasonableness shall be applicable theretoSection.

Landlord’s Consent. Landlord shall have thirty not unreasonably withhold or delay its consent to any proposed Transfer of the Subject Space to the Transferee on the terms specified in the Transfer Notice. Landlord shall, by notice to Tenant delivered not less than forty-five (3045) days after Tenant's Landlord receives a Transfer Notice, accept or decline the proposed Transfer. If Landlord declines the proposed Transfer, such notice shall include a statement of assignment and/or sublease the reasons therefor. Without limitation as to other reasonable grounds for withholding consent, the parties hereby agree that it shall be reasonable under this Lease and under any applicable law for Landlord to withhold consent to any proposed Transfer where one or more of the following apply: 14.2.1 The Transferee is received of a character or reputation or engaged in a business which is not consistent with the quality of the Building or the Project, or would be a significantly less prestigious occupant of the Building than Tenant; 14.2.2 The Transferee intends to use the Subject Space for purposes which are not permitted under this Lease; 14.2.3 The Transferee is either a governmental agency or instrumentality thereof; 14.2.4 The Transferee is not a party of reasonable financial information reasonably requested worth and/or financial stability in light of the responsibilities to be undertaken in connection with the Transfer on the date consent is requested; 14.2.5 The proposed Transfer would cause a violation of another lease for space in the Project, or would give an occupant of the Project a right to cancel its lease; 14.2.6 The terms of the proposed Transfer will allow the Transferee to exercise a right of renewal, right of expansion, right of first offer, or other similar right held by Landlord Tenant (or will allow the ('Section 11.3 Notice") Transferee to advise occupy space leased by Tenant of Landlord's pursuant to any such right); 14.2.7 Either the proposed Transferee, or any person or entity which directly or indirectly, controls, is controlled by, or is under common control with, the proposed Transferee, (i) consent to such proposed assigrunent or subleaseoccupies space in the Project at the time of the request for consent, or (ii) withholding is negotiating with Landlord, or has negotiated with Landlord during the twelve (12) month period immediately preceding the date Landlord receives the Transfer Notice, to lease space in the Project; or 14.2.8 The Transferee does not intend to occupy the entire Premises and conduct its business therefrom for a substantial portion of the term of the Transfer. If Landlord consents to any Transfer pursuant to the terms of this Section 14.2 (and does not exercise any recapture rights Landlord may have under Section 14.4 of this Lease), Tenant may within six (6) months after Landlord’s consent, but not later than the expiration of said six-month period, enter into such Transfer of the Premises or portion thereof, upon substantially the same terms and conditions as are set forth in the Transfer Notice furnished by Tenant to Landlord pursuant to Section 14.1 of this Lease, provided that if there are any changes in the terms and conditions from those specified in the Transfer Notice (i) such that Landlord would initially have been entitled to refuse its consent for reasonable reasons to such proposed assignment or sublease, in which event Landlord's notice shall be accompanied by an explanation of the reason for such disapprovalTransfer under this Section 14.2, or (iiiii) election which would cause the proposed Transfer to be materially more favorable to the Transferee than the terms set forth in Tenant’s original Transfer Notice, Tenant shall again submit the Transfer to Landlord for its approval and other action under this Article 14 (including Landlord’s right of recapture, if any, under Section 14.4 of this Lease). Notwithstanding anything to the contrary in this Lease, if Tenant or any proposed Transferee claims that Landlord has unreasonably withheld or delayed its consent under Section 14.2 or otherwise has breached or acted unreasonably under this Article 14, their sole remedies shall be a suit for contract damages (other than damages for injury to, or interference with, Tenant’s business including, without limitation, loss of profits, however occurring) or declaratory judgment and an injunction for the relief sought, and Tenant hereby waives all other remedies, including, without limitation, any right at law or equity to terminate this Lease as to all of the space proposed to be sublet or as Lease, on its own behalf and, to the entire premises in the event of an assignment extent permitted under all applicable laws, such termination to be effective as of the date of the commencement on behalf of the proposed assignment or subletting (the "Effective Date"). If Landlord shall exercise its termination right hereunder, Landlord shall have the right to enter into a lease or other occupancy agreement directly with the proposed assignee or subtenant, and Tenant shall have no right to any of the rents or other consideration payable by such proposed assignee or subtenant under such other leasel or occupancy agreement, even if such rents and other consideration exceed the rent payable under this Lease by Tenant. Landlord shall have the right to lease the Premises to any other tenant, or not lease the Premises, in its sole and absolute discretion. Landlord and Tenant specifically agree that Landlord's right to terminate this Lease under clause (iii) above is a material consideration for Landlord's agreement to enter into this Lease and such right may be exercised in Landlord's sole and absolute discretion and no test of reasonableness shall be applicable theretoTransferee.

Landlord’s Consent. (a) If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall have include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after Tenant's notice the date of assignment and/or sublease is received with delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred, (iii) all of the terms of the proposed Transfer and the consideration therefor, including the name and address of the proposed Transferee, and an executed copy of all documentation effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental or related to such Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial information reasonably requested by responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Premises. (b) Within fifteen (15) days of after receipt of a Transfer Notice, Landlord (the ('Section 11.3 Notice") to advise shall notify Tenant of Landlord's its intent to either grant or withhold its consent to the proposed Transfer, said consent not to be unreasonably withheld, conditioned or delayed, provided and upon condition that: (i) consent to such proposed assigrunent or sublease, or There shall not be an Event of Default that remains uncured; (ii) withholding of consent for In Landlord’s reasonable reasons to such judgment the proposed assignment or sublease, Transferee is engaged in a business which event Landlord's notice shall be accompanied by an explanation is in keeping with the then standards of the reason for such disapproval, or Building and Property and the proposed use is limited to the Permitted Use; (iii) election to terminate this Lease as to all The proposed Transferee is a reputable entity and has sufficient financial worth and stability in light of the space proposed responsibilities to be sublet undertaken, based on evidence provided by Tenant (and others) to Landlord, as determined by Landlord in its reasonable discretion; (iv) Neither (A) the proposed Transferee nor (B) any person or as to entity which, directly or indirectly, controls, is controlled by, or is under common control with, the entire premises in proposed Transferee, is then an occupant of any part of the event of an assignment Property, such termination to be effective and Landlord determines that it will not as of the date of the proposed commencement of the Transfer have adequate available space to meet the Transferee’s needs; (v) The proposed assignment Transferee is not a person or subletting entity with whom Landlord is then, or during the preceding six (6) months has been, actively negotiating to lease space at the "Effective Date"). If Property; (vi) The proposed Transfer shall be in form reasonably satisfactory to Landlord and shall exercise its termination right hereundercomply with the applicable provisions of this Article 6; (vii) Tenant shall not have publicly advertised or publicized in any way the availability of the Premises at rental rate less than the base rent and additional rent at which Landlord is then offering to lease other space located in the Building without prior notice to and approval by Landlord, Landlord which approval shall have not be unreasonably withheld, conditioned or delayed; (viii) With respect to a proposed sublease, the right proposed sublease involves, in Landlord’s reasonable judgment, a portion of the Premises which is independently leasable space; (ix) The holder of any Superior Mortgage and/or Superior Lease, as applicable, consents to enter into a such Transfer (to the extent such consent is required pursuant to the applicable lease or other occupancy agreement directly with financing documents, as the case may be); and (x) Neither the identity nor business of the proposed assignee Transferee would cause Landlord to be in violation of any covenant or subtenant, and Tenant shall have no right to any of restriction contained in another lease at the rents or other consideration payable by such proposed assignee or subtenant under such other leasel or occupancy agreement, even if such rents and other consideration exceed the rent payable under this Lease by Tenant. Landlord shall have the right to lease the Premises to any other tenant, or not lease the Premises, in its sole and absolute discretion. Landlord and Tenant specifically agree that Landlord's right to terminate this Lease under clause (iii) above is a material consideration for Landlord's agreement to enter into this Lease and such right may be exercised in Landlord's sole and absolute discretion and no test of reasonableness shall be applicable theretoProperty.

Landlord’s Consent. Tenant shall not voluntarily, involuntarily or by operation of law assign, transfer, mortgage, sublet, hypothecate or otherwise transfer or encumber (individually or collectively, “Transfer”) all or any part of Tenant’s interest in this Lease or in the Premises, without first obtaining Landlord’s express written consent, which consent shall not be unreasonably withheld or delayed. No consent to any Transfer shall constitute a waiver of the provisions of this Section. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary, or by operation of law, of any partner, or the dissolution of the partnership, shall be deemed a Transfer requiring Landlord’s consent. If Tenant consists of more than one person or entity, a purported assignment, voluntary, involuntary, or by operation of law, from one person to the other shall be deemed a Transfer requiring Landlord’s consent. If Tenant is a corporation, any dissolution, merger, consolidation, or other reorganization of Tenant, or the sale or other transfer of any of the capital stock of Tenant or the value of the assets of Tenant, shall not be deemed a Transfer requiring Landlord’s consent. Landlord and Tenant agree (by way of example and without limitation) that it shall have thirty (30) days after Tenant's notice be reasonable for Landlord to withhold its consent to a Transfer if any of assignment and/or sublease is received with the financial information reasonably requested by Landlord (the ('Section 11.3 Notice") to advise Tenant of Landlord's following situations exist or may exist: (i) consent to such the proposed assigrunent Transferee’s (as defined below) use of the Premises conflicts with the “use of Premises” as set forth in Section 1.13 or, regardless of any conflict, is of a type or sublease, nature that would have a negative effect on the reputation or value of the Building; (ii) withholding of consent for in Landlord’s reasonable reasons business judgment, the proposed Transferee lacks sufficient business reputation or experience to such proposed assignment or sublease, in which event Landlord's notice shall be accompanied by an explanation operate a successful business of the reason for such disapproval, or type and quality permitted under this Lease; (iii) election Tenant is in default pursuant to terminate this Lease as to all Lease; (iv) in Landlord’s reasonable business judgment, the present net worth of the space proposed to be sublet or as to Transferee is less than the entire premises in the event greater of an assignment , such termination to be effective Tenant’s net worth as of the date of this Lease or Tenant’s net worth at the commencement date of Tenant’s request for consent; (v) the proposed Transferee has been involved in bona fide negotiations with Landlord for space in the Building within the preceding six (6) months; (vi) the rent for the sublease or assignment is less than the fair market value for comparable space at the time of such sublease or assignment, as determined by Landlord; (vii) the sublease or assignment will result in more than two (2) occupants per floor within the Premises, including Tenant and all subtenants; (viii) the Premises are not regular in shape with appropriate means of ingress and egress and suitable for normal renting purposes; and/or (ix) the proposed subtenant or assignee is either a government (or subdivision or agency thereof) or an occupant of the proposed assignment Building. Any attempted or subletting purported Transfer without Landlord’s prior written consent shall be void and of no force or effect, and shall not confer any estate or benefit on anyone. A consent to one (the "Effective Date"). If 1) Transfer by Landlord shall exercise its termination right hereunder, Landlord shall have the right not be deemed to enter into be a lease or other occupancy agreement directly with the proposed assignee or subtenant, and Tenant shall have no right consent to any of the rents or other consideration payable by such proposed assignee or subtenant under such other leasel or occupancy agreement, even if such rents and other consideration exceed the rent payable under this Lease by Tenant. Landlord shall have the right to lease the Premises subsequent Transfer to any other tenant, or not lease the Premises, in its sole and absolute discretion. Landlord and Tenant specifically agree that Landlord's right to terminate this Lease under clause (iii) above is a material consideration for Landlord's agreement to enter into this Lease and such right may be exercised in Landlord's sole and absolute discretion and no test of reasonableness shall be applicable theretoparty.

Landlord’s Consent. As described above, except in connection with a Transfer of Business Assignment (which Landlord shall have thirty (30) days after Tenantreasonably consider), Landlord may grant or withhold its consent to any requested assignment or sublease requested by Tenant in its exclusive, arbitrary and unfettered discretion, without the need or necessity of giving Tenant any reason therefor. If Landlord, upon receiving Xxxxxx's notice of assignment and/or sublease is received with the financial information reasonably requested by Landlord (the ('Section 11.3 Notice") to advise Tenant of Landlord's (i) consent to such proposed assigrunent or sublease, or (ii) withholding of consent for reasonable reasons to such proposed assignment or sublease, in which event Landlord's notice shall be accompanied by an explanation of the reason for such disapproval, or (iii) election to terminate this Lease as to all of the space proposed to be sublet or as to the entire premises in the event of an assignment , such termination to be effective as of the date of the commencement of the proposed assignment or subletting (the "Effective Date"). If Landlord with respect to any such space, shall not exercise its termination right hereunderto terminate as aforesaid, Landlord shall have the right will not unreasonably withhold its consent to enter into a lease or other occupancy agreement directly with the proposed assignee or subtenant, and Tenant shall have no right to any Xxxxxx's assignment of the rents or other consideration payable by such proposed assignee or subtenant under such other leasel or occupancy agreement, even if such rents and other consideration exceed the rent payable under this Lease or subletting the space covered by Tenantits notice. Landlord shall not be deemed to have unreasonably withheld its consent to a sublease of all or part of the right Leased Premises or an assignment of this Lease if its consent is withheld because: (a) Tenant is then subject to lease a notice of Default from Landlord hereunder; (b) any notice of termination of this Lease or termination of Tenant's possession shall have been given under Article 17 hereof; (c) the portion of the Leased Premises which Tenant proposes to sublease, including the means of ingress to and egress from and the proposed use thereof, and the remaining portion of the Leased Premises will violate or in any other tenantway conflict with any city, state or federal law, ordinance or regulation, including, without limitation, any applicable building code or zoning ordinances, or may require any retrofitting or substantial alteration or modification of the Leased Premises for purposes of compliance with any law, statute or regulation, including, but not lease limited to, the Occupational Safety and Health Act, the Americans with Disabilities Act or Environmental Laws requirements; (d) the proposed use of the Leased Premises by the subtenant or assignee does not conform with the Permitted Use or in any way amounts to a Prohibited Use; (e) in the reasonable judgment of Landlord, the proposed subtenant or assignee is of a character or is engaged in a business which would be deleterious to the reputation of the Leased Premises; or (f) the subtenant or assignee is not, in the reasonable judgment of Landlord, sufficiently financially responsible to perform its sole obligations under the proposed sublease or assignment, such financial responsibility shall, at a minimum, require the subtenant or assignee to have a financial status and absolute discretion. Landlord capability at least equal to the financial status and financial capability of the Tenant specifically agree that Landlord's right to terminate this Lease under clause (iii) above is a material consideration for Landlord's agreement to enter into this Lease and such right may be exercised in Landlord's sole and absolute discretion and no test as of reasonableness the Commencement Date, or the effective date of the proposed sublease or assignment, whichever standard shall be applicable theretogreater and of more benefit to Landlord; provided, however, that the foregoing are merely examples of reasons for which Landlord will withhold its consent and shall not be deemed exclusive of any permitted reasons for withholding consent, whether similar to or dissimilar from the foregoing examples.

Landlord’s Consent. Landlord shall have not unreasonably withhold its ------------------- consent to any proposed Transfer of the Subject Space to the Transferee on the terms specified in the Transfer Notice. Landlord shall grant or deny its -60- XXXXXXX XXXXXX CENTER VENTURE, LLC [20th Century Industries; 6303 Owensmouth] consent to any proposed assignment of Tenant's interest in this Lease or any sublease of substantially all of the Premises for substantially all of the remainder of the Lease Term (collectively, an "ASSIGNMENT") within thirty (30) days after Tenant's notice of assignment and/or sublease is received with the financial information reasonably requested by Landlord (the ('Section 11.3 Notice") to advise Tenant of Landlord's receipt of the Transfer Notice, and Landlord shall grant or deny its consent to any other Transfer within fifteen (15) days after Landlord's receipt of the Transfer Notice. If Landlord fails to grant or deny its consent within such time periods, Landlord shall be deemed to have given its consent to such Transfer. Without limitation as to other reasonable grounds for withholding consent, the parties hereby agree that it shall be reasonable under this Lease and under any applicable law for Landlord to withhold consent to any proposed Transfer where one or more of the following apply: 11.2.1 The Transferee is of a character or reputation or engaged in a business which is not consistent with the quality of the Building or the Project, or would be a significantly less prestigious occupant of the Building than Tenant; 11.2.2 The Transferee intends to use the Subject Space for purposes which are not permitted under this Lease; 11.2.3 The Transferee is either a governmental agency or instrumentality thereof (i) which is that of a foreign country, (ii) which is of a character or reputation, is engaged in a business, or is of, or is associated with, a political orientation or faction, which is materially inconsistent with the quality of the Project, or which would otherwise reasonably offend a landlord of a Comparable Building if such Transferee occupied space in such landlord's building, (iii) which is capable of exercising the power of eminent domain or condemnation, or (iv) which would significantly increase the human traffic in the Premises or Building; 11.2.4 The Transfer will result in more than a reasonable and safe number of occupants per floor within the Subject Space; 11.2.5 If the Transfer is an Assignment, or if upon the completion of the proposed Transfer more than one hundred twenty-five thousand (125,000) rentable square feet of the Premises will be subject to Transfers or not otherwise occupied by Tenant or an Affiliate of Tenant, and the Transferee is not a party of reasonable financial worth and/or financial stability in light of the responsibilities involved under the portion of the Lease subject to the assignment or sublease on the date consent is requested; or 11.2.6 The proposed Transfer would cause a violation of another lease for space in the Building, which violation relates to an exclusive retail, stock brokerage or banking use. If Landlord consents to any Transfer pursuant to the terms of this SECTION 11.2 Tenant may, within six (6) months after Landlord's consent but not ------------- later than the expiration of said six-month period, enter into such Transfer of the Premises or portion thereof, upon substantially the same terms and conditions as are set forth in the Transfer Notice furnished by Tenant to Landlord pursuant to SECTION 11.1 of this Lease; provided that if there are any ------------ changes in the terms and conditions from those specified in the Transfer Notice such that Landlord would initially have been entitled to refuse its consent to such Transfer under this SECTION 11.2, Tenant shall again submit the Transfer to ------------ Landlord for its approval and other action under this ARTICLE 11. ----------- -62- TISHMAN WARNER CENTER VENTURE, LLC [20th Century Industries; 6303 Owensmouth] Notwithstanding any contrary provision of this Lease, if Tenant or any proposed assigrunent Transferee claims that Landlord has unreasonably withheld or subleasedelayed its consent to a proposed Transfer or otherwise has breached its obligations under this ARTICLE 11, or (ii) withholding Tenant's and such Transferee's only remedies shall be to seek a ----------- declaratory judgment and/or injunctive relief by arbitration pursuant to SECTION ------- 19.41.3, and Tenant, on behalf of consent for reasonable reasons itself and, to the extent permitted by law, ------- such proposed assignment Transferee, waives all other remedies against Landlord, including without limitation, the right to seek monetary damages or sublease, in which event Landlord's notice shall be accompanied by an explanation of the reason for such disapproval, or (iii) election to terminate this Lease as to all of the space proposed to be sublet or as to the entire premises in the event of an assignment , such termination to be effective as of the date of the commencement of the proposed assignment or subletting (the "Effective Date"). If Landlord shall exercise its termination right hereunder, Landlord shall have the right to enter into a lease or other occupancy agreement directly with the proposed assignee or subtenant, and Tenant shall have no right to any of the rents or other consideration payable by such proposed assignee or subtenant under such other leasel or occupancy agreement, even if such rents and other consideration exceed the rent payable under this Lease by Tenant. Landlord shall have the right to lease the Premises to any other tenant, or not lease the Premises, in its sole and absolute discretion. Landlord and Tenant specifically agree that Landlord's right to terminate this Lease under clause (iii) above is a material consideration for Landlord's agreement to enter into this Lease and such right may be exercised in Landlord's sole and absolute discretion and no test of reasonableness shall be applicable theretoLease.

Landlord’s Consent. Landlord shall have thirty (30) days after Tenant's notice of assignment and/or sublease is received with the financial information reasonably requested by Landlord (the ('Section 11.3 Notice") to advise Tenant of Landlord's (i) consent to such proposed assigrunent or sublease, or (ii) withholding of consent for reasonable reasons to such proposed assignment or sublease, in which event Landlord's notice shall be accompanied by an explanation of the reason for such disapproval, or (iii) election to terminate this Lease as to all of the space proposed to be sublet or as to the entire premises in the event of an assignment , such termination to be effective as of the date of the commencement of the proposed assignment or subletting (the "Effective Date"). If Landlord shall exercise its termination right hereunderUpon receiving a Transfer Request, Landlord shall have the right to enter do any of the following: (a) Landlord may consent to the proposed Transfer, subject to any reasonable conditions upon such Transfer, which conditions may include, without limitation: (i) that the proposed transferee expressly assume all obligations of Tenant under this Lease without, however, Landlord releasing Tenant therefrom; (ii) that in the event this Lease is terminated prior to the expiration of any sublease, at the election of Landlord, such termination shall operate to terminate all existing subleases entered into a lease by Tenant without further notice from Landlord; and (iii) that the sublease or other occupancy transfer agreement directly contain: (A) an indemnification clause and waiver of claims provision in favor of Landlord identical to those contained in Section 8.4 and Section 8.5 of this Lease; (B) a clause requiring the proposed transferee to name Landlord and their Agents as additional insureds under all liability and other insurance policies; and (C) a clause requiring the proposed transferee to acknowledge Landlord’s right to demand increased insurance coverage to normal amounts consistent with the proposed assignee transferee’s business activities on the Premises. (b) Landlord may deny its consent to the proposed Transfer on any reasonable ground. Reasonable grounds shall include, without limitation, an one or subtenantmore of the following: (i) that the proposed transferee’s financial condition is or may become insufficient to support all of the financial and other obligations of this Lease; (ii) that the use to which the Premises will be put by the proposed transferee is inconsistent with the terms of this Lease or otherwise will significantly and adversely affect any interest of Landlord; (iii) that the nature of the proposed transferee’s intended or likely use of the Premises would involve an increased risk of the use, and Tenant shall have no right to release or mishandling of Hazardous Materials or otherwise increase the risk of fire or other casualty; (iv) that the business reputation or character of the proposed transferee or any of its affiliates is not acceptable to Landlord or is not in keeping with the rents character of the surrounding neighborhood and businesses; (v) that the proposed transferee is not likely to conduct on the property a business of a quality substantially equal to that conducted by Tenant; or (vi) that Landlord has not received assurances acceptable to Landlord in its sole discretion that all past due amounts owing from Tenant to Landlord (if any) will be paid and all other defaults on the part of Tenant (if any) will be cured prior to the effectiveness of the proposed Transfer. (c) Fifty percent (50%) of all sums paid or payable to Tenant by the transferee in excess of the then-existing Rent payable by Tenant attributable to the portion of the Premises being transferred, including without limitation, any rent and all other sums or other consideration payable received by such proposed assignee or subtenant under such other leasel or occupancy agreementTenant as a result of the Transfer in whatever form (less expenses for verifiable, even if such rents reasonable and customary brokerage commissions, tenant improvements, lease concessions, value of Tenant’ trade fixtures conveyed and other consideration exceed expenses actually paid or obligations incurred by Tenant in connection with the rent payable under Transfer and/or expenses of operation the Premises paid or incurred by Tenant) shall be paid by Tenant to Landlord immediately upon receipt thereof by Tenant as Additional Charges hereunder. Notwithstanding the foregoing, in the event this Lease by is assigned in connection with a sale of Tenant. Landlord shall have ’s business, including the right to lease sale of Tenant’s trade fixtures at the Premises and Tenant’s goodwill, and the assignee will continue to any other tenant, or not lease operate the same business that Tenant operated at the Premises, in its sole and absolute discretion. then Tenant shall not be required to pay any sums to Landlord and Tenant specifically agree that Landlord's right pursuant to terminate this Lease under clause (iii) above is a material consideration for Landlord's agreement to enter into this Lease and such right may be exercised in Landlord's sole and absolute discretion and no test of reasonableness shall be applicable theretoSection 12.2(c).

Landlord’s Consent. If Tenant shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall have include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after Tenant's notice the date of assignment and/or sublease is received with delivery of the financial information reasonably requested by Landlord (the ('Section 11.3 Transfer Notice") to advise Tenant of Landlord's (i) consent to such proposed assigrunent or sublease, or (ii) withholding of consent for reasonable reasons to such proposed assignment or sublease, in which event Landlord's notice shall be accompanied by an explanation a description of the reason for such disapprovalportion of the Premises to be transferred (the “Subject Space”), or (iii) election to terminate this Lease as to all of the space proposed to be sublet or as to the entire premises in the event of an assignment , such termination to be effective as of the date of the commencement name and address of the proposed Transferee and a copy of all existing or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and (v) such other information as Landlord may reasonably require. Landlord shall not unreasonably withhold its consent to any proposed Transfer of the Subject Space. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under Section 21.1 of this Lease. Landlord shall respond to Tenant’s request for consent to an assignment or subletting within thirty (30) days following Landlord’s receipt of same. Landlord’s failure to respond within such thirty (30) day period and following a second notice (which notice shall have a heading in at least 12-point type, bold and all caps “FAILURE TO RESPOND SHALL RESULT IN A DEEMED CONSENT BY LANDLORD TO A REQUEST FOR ASSIGNMENT OR SUBLETTING”) and Landlord’s failure to respond within five (5) business days after receipt of such second notice, shall be deemed Landlord’s consent to Tenant’s request for assignment or subletting. Notwithstanding the "Effective Date"). If Landlord shall exercise its termination right hereunderforegoing, Landlord shall have agrees to use its best efforts to respond to Tenant’s request to consent to a proposed Transfer sooner than the right to enter into afore-mentioned 30-day time period including, without limitation, requesting a lease or other occupancy agreement directly with the proposed assignee or subtenant, and Tenant shall have no right to any special meeting of the rents or other consideration payable by such proposed assignee or subtenant under such other leasel or occupancy agreement, even if such rents and other consideration exceed the rent payable under this Lease by Tenant. Landlord shall have the right to lease the Premises to any other tenant, or not lease the Premises, in its sole and absolute discretion. Landlord and Tenant specifically agree that Landlord's right to terminate this Lease under clause (iii) above is a material consideration for Landlord's agreement to enter into this Lease and such right may be exercised in Landlord's sole and absolute discretion and no test of reasonableness shall be applicable thereto’s governing board.

Landlord’s Consent. (a) Tenant shall not assign, transfer, mortgage or otherwise encumber this Lease or sublet or rent (or permit a third party to occupy or use) the Premises, or any part thereof, nor shall any assignment or transfer of this Lease or the right of occupancy hereunder be effected by operation of law or otherwise, without the prior written consent of Landlord. Landlord agrees not to unreasonably with hold or delay its consent with respect to an assignment or subletting for general business office use (but the foregoing shall have thirty not be construed as waiving Landlord's recapture right if and to the extent then available under and subject to the provisions of SECTION 10.4 below). Subject to the provisions of SECTION 10.6 below, a transfer at any one time or from time to time of fifty percent (3050%) or more of an interest in Tenant (whether stock, partnership interest or other form of ownership or control) by any person(s) or entity(ties) having an interest in ownership or control of Tenant shall be deemed to be an assignment of this Lease. Within fifteen (15) days after following Landlord's receipt of Tenant's notice of assignment and/or sublease is received with the financial information reasonably requested by Landlord (the ('Section 11.3 Notice") to advise Tenant of request for Landlord's consent to a proposed assignment, sublease, or other encumbrance, together with all information required to be delivered by Tenant pursuant to the provisions of SECTION 10.2 hereof, Landlord shall: (i) consent to such proposed assigrunent or sublease, or transaction; (ii) withholding refuse such consent; or (iii) if and only to the extent then available under and pursuant to the provisions of consent for reasonable reasons SECTION 10.4 below, elect to such proposed assignment fully or subleasepartially terminate this Lease in accordance with and subject to the provisions of SECTION 10.4 below. Any assignment, in which event sublease or other encumbrance without Landlord's notice written consent shall be accompanied voidable by Landlord and, at Landlord's election, constitute an explanation Event of Default hereunder. In the event Landlord refuses such consent, Landlord shall notify Tenant of the reason for such disapprovalrefusal. Without limiting the other instances in which Landlord may withhold its consent, Landlord and Tenant acknowledge that Landlord may withhold its consent if the proposed assignee or sublessee is a person or entity of unsavory character or reputation, or which is engaged in a business which is inconsistent with the quality of the Project; however, Landlord agrees to use reasonable business judgment in making such determinations. (b) Notwithstanding that the prior express written permission of Landlord to any of the aforesaid transactions may have been obtained, the following shall apply: (i) In the event of an assignment, contemporaneously with the granting of Landlord's aforesaid consent, Tenant shall cause the assignee to expressly assume in writing and agree to perform all of the covenants, duties, and obligations of Tenant hereunder and such assignee shall be jointly and severally liable therefore along with Tenant. (ii) All terms and provisions of the Lease shall continue to apply after any such transaction. (iii) election In any case where Landlord consents to terminate this Lease as to an assignment, transfer, encumbrance or subletting, the undersigned Tenant and any Guarantor shall nevertheless remain directly and primarily liable for the performance of all of the space proposed covenants, duties, and obligations of Tenant hereunder (including, without limitation, the obligation to pay all Rent and other sums herein provided to be sublet paid), and Landlord shall be permitted to enforce the provisions of this instrument against the undersigned Tenant, any Guarantor and/or any assignee without demand upon or proceeding in any way against any other person. Neither the consent by Landlord to any assignment, transfer, encumbrance or subletting nor the collection or acceptance by Landlord of rent from any assignee, subtenant or occupant shall be construed as a waiver or release of the initial Tenant or any Guarantor from the terms and conditions of this Lease or relieve Tenant or any subtenant, assignee or other party from obtaining the consent in writing of Landlord to any further assignment, transfer, encumbrance or subletting. (iv) Tenant hereby assigns to Landlord the entire premises rent and other sums due from any subtenant, assignee or other occupant of the Premises and hereby authorizes and directs each such subtenant, assignee or other occupant to pay such rent or other sums directly to Landlord; provided however, that until the occurrence of an Event of Default, Tenant shall have the license to continue collecting such rent and other sums. Notwithstanding the foregoing, in the event that the rent due and payable by a sublessee under any such permitted sublease (or a combination of the rent payable under such sublease plus any bonus or other consideration therefor or incident thereto) exceeds the hereinabove provided Rent payable under this Lease, or if with respect to a permitted assignment, permitted license, or other transfer by Tenant permitted by Landlord, the consideration payable to Tenant by the assignee, licensee, or other transferee exceeds the Rent payable under this Lease, then Tenant shall be bound and obligated to pay Landlord fifty percent (50%) of the Net Profits received by Tenant. The term "Net Profits" as used herein shall mean such portion of the Rent payable by such assignee or subtenant in excess of the Rent payable by Tenant under this Lease (or pro rata portion thereof in the event of an assignment a subletting) for the corresponding period, after deducting from such termination to be effective as of excess Rent the date of the commencement of the proposed assignment or subletting (the "Effective Date"). If Landlord shall exercise its termination right hereunder, Landlord shall have the right to enter into a lease or other occupancy agreement directly with the proposed assignee or subtenant, and Tenant shall have no right to any of the rents or other consideration payable by such proposed assignee or subtenant under such other leasel or occupancy agreement, even if such rents and other consideration exceed the rent payable under this Lease by Tenant. Landlord shall have the right to lease the Premises to any other tenant, or not lease the Premises, in its sole and absolute discretion. Landlord and Tenant specifically agree that Landlord's right to terminate this Lease under clause (iii) above is a material consideration for Landlord's agreement to enter into this Lease and such right may be exercised in Landlord's sole and absolute discretion and no test of reasonableness shall be applicable thereto.following:

Landlord’s Consent. Landlord’s and Tenant’s agreement with regard to Tenant’s right to transfer all or part of its interest in the Premises is as expressly set forth in this Paragraph 13. Tenant agrees that, except as otherwise expressly set forth in this Paragraph 13, neither this Lease nor all or any part of the leasehold interest created hereby shall, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, be assigned, mortgaged, pledged, encumbered or otherwise transferred by Tenant or Tenant’s legal representatives or successors in interest (collectively, an “assignment”) and neither the Premises nor any part thereof shall be sublet or be used or occupied for any purpose by anyone other than Tenant (collectively, a “sublease”), in each case without Landlord’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Except as otherwise expressly set forth in this Paragraph 13, any assignment or subletting without Landlord’s prior written consent shall, at Landlord’s option, be void and shall constitute an Event of Default entitling Landlord shall have thirty (30) days after Tenant's notice of assignment and/or sublease is received with the financial information to exercise all remedies available to Landlord under this Lease and at law. The parties hereto agree and acknowledge that, among other circumstances for which Landlord may reasonably requested by Landlord (the ('Section 11.3 Notice") to advise Tenant of Landlord's (i) withhold its consent to such proposed assigrunent or sublease, or (ii) withholding of consent for reasonable reasons to such proposed an assignment or sublease, in which event Landlord's notice it shall be accompanied by an explanation reasonable for Landlord to withhold its consent where: (i) Landlord reasonably disapproves of the reason for such disapprovalproposed assignee’s or subtenant’s reputation or creditworthiness (taking into consideration Tenant’s ongoing liability hereunder); (ii) Landlord reasonably determines that the character of the business that would be conducted by the proposed assignee or subtenant at the Premises, or the manner of conducting such business, would be inconsistent with the character of the Building as a first-class office building; (iii) election to terminate the assignment or subletting would involve a change in use from that expressly permitted under this Lease as to all of the space proposed to be sublet Lease; or as to the entire premises in the event of an assignment , such termination to be effective (iv) as of the date Tenant requests Landlord’s consent or as of the commencement of the proposed assignment date Landlord responds thereto, a breach or subletting (the "Effective Date"). If Landlord shall exercise its termination right hereunder, Landlord shall have the right to enter into a lease or other occupancy agreement directly with the proposed assignee or subtenant, and default by Tenant shall have no right to any of the rents or other consideration payable by such proposed assignee or subtenant under such other leasel or occupancy agreement, even if such rents and other consideration exceed the rent payable under this Lease by Tenant. Landlord shall have occurred and be continuing. Landlord’s foregoing rights and options shall continue throughout the right to lease entire term of this Lease. For purposes of this Paragraph 13, the Premises following events shall be deemed an assignment or sublease, as appropriate: (i) the issuance of equity interests (whether stock, partnership interests or otherwise) in Tenant or assignee, or any entity controlling any of them, to any other tenantperson or group of related persons, in a single transaction or a series of related or unrelated transactions, such that, following such issuance, such person or group shall have Control (as defined below) of Tenant or assignee; (ii) a transfer of Control of Tenant or assignee, or not lease the Premisesany entity controlling any of them, in its sole and absolute discretion. Landlord and Tenant specifically agree a single transaction or a series of related or unrelated transactions (including, without limitation, by consolidation, merger, acquisition or reorganization), except that Landlord's right to terminate this Lease under clause (iii) above is a material consideration for Landlord's agreement to enter into this Lease and such right may be exercised in Landlord's sole and absolute discretion and no test the transfer of reasonableness shall be applicable thereto.1005628.07/SF 375170-00002/11-24-16/mrm/mrm -30-

Landlord’s Consent. Landlord (a) Tenant shall have thirty not make or permit to be made any alterations, additions or improvements (30) days after Tenant's notice of assignment and/or sublease is received with the financial information reasonably requested by Landlord (the ('Section 11.3 Noticesingularly and collectively "Alterations") to advise Tenant or of the Building or the Premises or any part thereof without the prior written consent of Landlord in each instance. However, Landlord's (i) consent to such proposed assigrunent or sublease, or (ii) withholding of consent shall not be required for reasonable reasons to such proposed assignment or sublease, in which event Landlord's notice shall be accompanied by an explanation minor decorations of the reason for Premises such disapprovalas wall coverings and wall hangings, built-in cabinetry and movable partitions, installation of furnishings or non-structural Alterations which do not require a building permit and the total hard costs of which are valued at less than Ten Thousand Dollars (iii) election to terminate this Lease as to all of the space proposed to be sublet or as to the entire premises in the event of an assignment $10,000.00)(collectively, such termination to be effective as of the date of the commencement of the proposed assignment or subletting (the "Effective DateExempt Alterations"). If the value of any Exempt Alterations is greater than Two Thousand Five Hundred Dollars ($2,500,00), Tenant shall give Landlord prior written notice of the Exempt Alteration, which notice shall exercise include a copy of the plans for such Exempt Alteration. (b) Landlord will not unreasonably withhold or delay its termination right hereunderconsent to any Alterations provided that all of the following conditions shall be satisfied: (i) the Alterations do not affect the outside appearance of the Building; (ii) the Alterations are nonstructural and do not impair the strength of the Building or any part thereof; (iii) the Alterations are to the interior of the Premises and do not affect any part of the Building outside of the Premises; (iv) the Alterations do not affect the proper functioning of the heating, ventilating and air conditioning ("HVAC"), mechanical, electrical, sanitary or other utilities, systems and services of the Building, or increase the usage thereof by Tenant; (v) Landlord shall have approved the right final plans and specifications for the Alterations and all contractors who will perform the alterations; (vi) Tenant pays to enter into a lease or other occupancy agreement directly Landlord out-of-pocket costs and expenses up to $1,000.00, actually incurred by Landlord in reviewing Tenant's plans and specifications and inspecting the Alterations to determine whether they are performed in accordance with the proposed assignee approved plans and specifications and in compliance with laws, including, without limitation, the fees of any architect or subtenantengineer employed by Landlord for such purpose; and (vii) before proceeding with any Alteration which will cost more than $10,000 (exclusive of Section 10.2), Tenant obtains and Tenant shall have no right delivers financial assurances to any Landlord. For the purpose of this Section 10.1(b) the term "financial assurances" means, either: (A) a performance bond and a labor and materials payment bond for the benefit of the rents Landlord, issued by a corporate surety licensed to do business in Oregon each in an amount equal to one hundred twenty-five percent (125%) of the estimated cost of the Alterations and in form satisfactory to Landlord; or other consideration payable by such proposed assignee or subtenant under (B) such other leasel or occupancy agreement, even if such rents and other consideration exceed the rent payable under this Lease by Tenant. Landlord shall have the right to lease the Premises to any other tenant, or not lease the Premises, in its sole and absolute discretion. Landlord and Tenant specifically agree that Landlord's right to terminate this Lease under clause (iii) above is a material consideration for Landlord's agreement to enter into this Lease and such right may be exercised in Landlord's sole and absolute discretion and no test of reasonableness security as shall be applicable thereto.reasonably satisfactory to Landlord or (C) Tenant's selection of a contractor from a list of

Landlord’s Consent. Landlord hereby consents to the foregoing assignment and assumption, upon the following terms and conditions to each of which Assignor and Assignee expressly agree: (a) such consent is given without prejudice to Landlord's rights under the Lease, as amended hereby; (b) neither the assignment or Landlord's consent shall have thirty be deemed to be the consent to or authorization for any further assignment or subletting or parting with or sharing possession or occupancy of all or any part of the Lease or the Premises; (30c) days after Tenant's notice except as expressly provided in this Agreement, nothing contained herein shall be construed as modifying, waiving, impairing or affecting any of assignment and/or sublease is received with the financial information reasonably requested by Landlord (provisions, covenants, and conditions in the ('Section 11.3 Notice") to advise Tenant Lease or any of Landlord's rights or remedies under the Lease or waiving any breach of the Assignor in the due keeping, performance or observance thereof; (d) Assignor shall remain fully liable for the payment of all rent and for the performance of all of the obligations of the Tenant under the Lease from and after the Effective Date through the scheduled expiration of the Term of the Original Lease, but in no event shall Assignor's liability exceed its liability under the Original Lease, as amended by the First Amendment, if this Agreement were not entered into; and (e) contemporaneous with the execution of this Agreement, (i) consent Assignor shall pay to such proposed assigrunent or subleaseLandlord the amount of $6,500.00 (the "Assignor Fee"), or which amount may be deducted from the cash security deposit held by Landlord under the Original Lease, currently in the amount of Forty-Three Thousand Nine Hundred One and 67/100 Dollars ($43,901.67) (the "Existing Security Deposit") and (ii) withholding Landlord shall return the remaining balance of consent for reasonable reasons the Existing Security Deposit (after such deduction) to such proposed assignment Tenant upon the May 31, 2008 expiration or subleaseearlier termination of the Original Lease, in which event Landlord's notice shall be accompanied by an explanation of the reason for such disapproval, or (iii) election to terminate this Lease as to all of the space proposed to be sublet or as to the entire premises in the event of an assignment , such termination to be effective as of the date of the commencement of the proposed assignment or subletting (the "Effective Date"). If Landlord shall exercise its termination right hereunder, Landlord shall have the right to enter into a lease or other occupancy agreement directly accordance with the proposed assignee or subtenant, and Tenant shall have no right to any of the rents or other consideration payable by such proposed assignee or subtenant under such other leasel or occupancy agreement, even if such rents and other consideration exceed the rent payable under this Lease by Tenant. Landlord shall have the right to lease the Premises to any other tenant, or not lease the Premises, in its sole and absolute discretion. Landlord and Tenant specifically agree that Landlord's right to terminate this Lease under clause (iii) above is a material consideration for Landlord's agreement to enter into this Lease and such right may be exercised in Landlord's sole and absolute discretion and no test of reasonableness shall be applicable theretoprovisions therein.

Landlord’s Consent. Landlord shall have thirty (30) days after If Landlord, upon receiving Tenant's notice of assignment and/or sublease is received with the financial information reasonably requested by respect to any such space, does not exercise its right to terminate as aforesaid, Landlord (the ('Section 11.3 Notice") to advise Tenant of Landlord's (i) will not unreasonably withhold, condition or delay its consent to such proposed assigrunent or sublease, or (ii) withholding Tenant's assignment of consent for reasonable reasons to such proposed assignment or sublease, in which event Landlord's notice shall be accompanied by an explanation of the reason for such disapproval, or (iii) election to terminate this Lease as 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 space proposed to be sublet Premises or as to the entire premises in the event of an assignment , such termination to be effective as of the date this Lease if its consent is withheld because: (a) Tenant is then in breach or violation of the commencement of the proposed assignment or subletting (the "Effective Date"). If Landlord shall exercise its termination right hereunder, Landlord shall have the right to enter into a lease or other occupancy agreement directly with the proposed assignee or subtenant, and Tenant shall have no right to any of the rents or other consideration payable by such proposed assignee or subtenant under such other leasel or occupancy agreement, even if such rents and other consideration exceed the rent payable under terms hereunder; (b) any notice of termination of this Lease by or termination of Tenant. Landlord shall have 's possession was given under Article 17; (c) the right to lease portion of the Premises which Tenant proposes to any other tenantsublease, including the means of ingress thereto and egress therefrom and the proposed use thereof, or not lease the remaining portion of the Premises, or both, will violate any applicable law, ordinance or regulation, including, without limitation, any applicable building code or zoning ordinances; (d) the proposed use of the Premises by the subtenant or assignee does not conform with the use permitted by Article 5; (e) in the reasonable judgment of Landlord, the proposed subtenant or assignee is of a character or is engaged in a business which would be deleterious to the reputation of the Building, or the subtenant or assignee is not sufficiently financially responsible to perform its sole and absolute discretion. obligations under the proposed sublease or assignment; (f) the proposed subtenant or assignee is a government or a government agency; or (g) the proposed subtenant or assignee is an occupant of the Building or an entity to whom Landlord and Tenant specifically agree that or Landlord's right to terminate this Lease under clause agent have been marketing space in the Building within the last six (iii6) above is a material consideration for Landlord's agreement to enter into this Lease and such right may be exercised in Landlord's sole and absolute discretion and no test of reasonableness shall be applicable theretomonths.

Landlord’s Consent. Landlord shall have thirty not unreasonably withhold its consent to any proposed Transfer of the Subject Space to the Transferee on the terms specified in the Transfer Notice. The parties hereby agree that it shall be reasonable under this Lease and under any applicable law for Landlord to withhold consent to any proposed Transfer where one or more of the following apply: (30a) days after Tenant's notice The Transferee is of assignment and/or sublease a character or reputation or engaged in a business which is received not consistent with the quality of the Building; (b) The Transferee intends to use the Subject Space for purposes which are not permitted hereunder; (c) The Transferee is either a governmental agency or instrumentality thereof; (d) The Transfer will result in more than a reasonable and safe number of occupants per floor; (e) The Transferee is not a party of reasonable financial information reasonably requested worth and/or financial stability in light of the responsibilities involved under the Lease on the date consent is requested; (f) The proposed Transfer would cause Landlord to be in violation of another lease or agreement to which Landlord is a party, or would give an occupant of the Project a right to cancel its lease; (g) The terms of the proposed Transfer will allow the Transferee to exercise any right of renewal, right of expansion, right of first offer, or any other similar right held by Tenant (or will allow the Transferee to occupy space leased by Tenant pursuant to any such right); or (h) With respect to a Transfer proposed to be entered into during the first year of the Term of this Lease, the rent proposed to be paid by the Transferee is less than the Rent payable by Tenant under this Lease. If Landlord consents to any Transfer pursuant to the terms of this Section 13.2, Tenant may within six (the ('Section 11.3 Notice"6) to advise Tenant of months after Landlord's consent, but not later than the expiration of said six-month period, enter into such Transfer of the Premises or portion thereof, upon substantially the same terms and conditions as are set forth in the Transfer Notice furnished by Tenant to Landlord pursuant to Section 13.1 of this Lease, provided that if there are any changes in the terms and conditions for those specified in the Transfer Notice such that (i) Landlord would initially have been entitled to refuse its consent to such proposed assigrunent or subleaseTransfer under this Section 13.2, or (ii) withholding of consent for reasonable reasons to such which would cause the proposed assignment or sublease, in which event Landlord's notice shall be accompanied by an explanation of the reason for such disapproval, or (iii) election to terminate this Lease as to all of the space proposed Transfer to be sublet or as more favorable to the entire premises Transferee than the terms set forth in the event of an assignment Tenant's original Transfer Notice, such termination to be effective as of the date of the commencement of the proposed assignment or subletting (the "Effective Date"). If Landlord shall exercise its termination right hereunder, Landlord shall have the right to enter into a lease or other occupancy agreement directly with the proposed assignee or subtenant, and Tenant shall have no right again submit the Transfer to any of the rents or other consideration payable by such proposed assignee or subtenant under such other leasel or occupancy agreement, even if such rents Landlord for its approval and other consideration exceed the rent payable action under this Lease by Tenant. Landlord shall have the right to lease the Premises to any other tenant, or not lease the Premises, in its sole and absolute discretion. Landlord and Tenant specifically agree that Landlord's right to terminate this Lease under clause (iii) above is a material consideration for Landlord's agreement to enter into this Lease and such right may be exercised in Landlord's sole and absolute discretion and no test of reasonableness shall be applicable theretoArticle 13.

Landlord’s Consent. 10.4.1 Landlord shall have thirty (30) days after Tenant's notice of assignment and/or sublease ’s Transfer Notice is received received, together with the financial information required pursuant to Section 10.5 above and such other information as may reasonably be requested by Landlord (the ('Section 11.3 Notice") Landlord, to advise Tenant of Landlord's ’s (i) termination of this Lease as provided in Section 10.4.2 below, (ii) consent to such proposed assigrunent or sublease, Transfer or (iiiii) withholding of consent for reasonable reasons to such proposed assignment or sublease, in which event Landlord's notice shall be accompanied by an explanation of the reason for such disapproval, or (iii) election Transfer. 10.4.2 If Tenant proposes to terminate assign this Lease as to or sublet all or substantially all of the space proposed to be sublet or as to the entire premises in the event of an assignment , such termination to be effective as of the date of the commencement of the proposed assignment or subletting (the "Effective Date"). If Landlord shall exercise its termination right hereunderPremises, Landlord shall have the right to enter into a lease or other occupancy agreement directly with the proposed assignee or subtenant, and Tenant shall have no right to any of the rents or other consideration payable by such proposed assignee or subtenant under such other leasel or occupancy agreement, even if such rents and other consideration exceed the rent payable under this Lease by Tenant. Landlord shall have the right to lease the Premises to any other tenant, or not lease the Premisesright, in its sole and absolute discretion, to terminate this Lease. If Landlord elects to terminate this Lease, this Lease shall terminate as of the effective date of the proposed Transfer as set forth in Tenant’s notice, and Landlord shall have the right (but no obligation) to enter into a direct lease with the proposed Transferee. 10.4.3 Tenant acknowledges that if Landlord consents to a Transfer, Landlord’s consent shall be based upon the criteria listed in Sections 10.4.3 (a) through (d) below, and subject to Landlord’s right to unilaterally disapprove of any proposed Transfer, based on the existence of any condition contained herein. If Landlord provides its consent within the time period specified, Tenant shall be free to complete the Transfer to the Transferee contained in Tenant’s notice, subject to the following conditions: (a) The Transfer shall be on the same terms as were set forth in the notice given to Landlord; (b) The Transfer shall be documented in a written format that is reasonably acceptable to Landlord, which form shall specifically include the Transferee’s acknowledgement and acceptance of Tenant’s obligations contained in this Lease, insofar as applicable; (c) The Transfer shall not be valid, nor shall the Transferee take possession of the Premises, or subleased portion thereof, until an executed duplicate original of such Transfer has been delivered to Landlord; and (d) The Transferee shall have no further right to assign this Lease and/or sublease the Premises. 10.4.4 If Landlord consents to a proposed sublease: (a) each subtenant shall agree that if Landlord gives such subtenant notice that Tenant is in default under this Lease, such subtenant shall thereafter make all sublease or other payments directly to Landlord's , which sublease payments will be received by Landlord without any liability to honor the sublease (except to credit such payments against sums due under the Lease) and, (b) each subtenant shall agree that, upon Landlord’s request, it will attorn to Landlord or its successors and assigns should the Lease be terminated for any reason, voluntarily, or otherwise, except that in no event shall Landlord or its successors or assigns be obligated to accept such attornment. 10.4.5 If Tenant contends that Landlord has acted unreasonably in withholding its consent to a proposed Transfer, Tenant’s sole remedy shall be an action for declaratory relief and in no event shall Landlord be liable for monetary damages nor shall Tenant have the right to terminate this Lease under clause (iii) above is as a material consideration for result of Landlord's agreement ’s withholding of consent to enter into this Lease and such right may be exercised in Landlord's sole and absolute discretion and no test of reasonableness shall be applicable theretoa proposed Transfer.

Landlord’s Consent. (a) Except as hereinafter specifically provided in Section 6.2, Tenant shall not, without first obtaining on each occasion the written consent of the Landlord, which consent Landlord shall have thirty (30) days after Tenant's notice of assignment and/or sublease is received with the financial information reasonably requested by Landlord (the ('Section 11.3 Notice") to advise Tenant of may withhold in Landlord's ’s sole and absolute discretion: (i) consent assign this Lease in whole or in part; (ii) sublet the whole or any part of the Premises, (iii) license any person or entity to use or occupy all or any part of the Premises, (iv) grant any person or entity the use, benefit, enjoyment or right to occupy the whole or any part of the Premises, including without limitation any such proposed assigrunent or subleasearrangement pursuant to a “management contract,” so- called, or (iiv) withholding transfer the whole or any part of the Tenant’s interest hereunder, whether by absolute transfer or transfer by way of security. Notwithstanding the foregoing, Landlord shall not unreasonably withhold or delayed, or unreasonably conditioned, Landlord’s consent for reasonable reasons to such proposed assignment or sublease, in which event Landlord's notice any sublease of less than fifty percent (50%) of the rentable square footage of the Premises. No consent by the Landlord pursuant to this Article VI shall be accompanied by an explanation deemed a waiver of the reason for such disapprovalobligation to obtain Landlord’s consent on any subsequent occasion; no waiver of the restrictions herein, or (iii) election to terminate this Lease as to any portion thereof, shall constitute a waiver or consent in any other instance; and the Tenant shall remain at all times responsible for the performance of all of the space proposed to be sublet terms, condition, covenants or as to the entire premises agreements contained in the event of an assignment , such termination to be effective as of the date of the commencement of the proposed this Lease. Except for any assignment or subletting (pursuant to the "Effective Date")provisions of Section 6.2, the prohibitions against assigning or subletting shall be construed to include a prohibition against any assignment or subletting by operation of law. If In the event the Tenant shall seek Landlord’s consent pursuant to this Article VI, Tenant shall furnish Landlord shall exercise its termination right hereunder, Landlord shall have the right to enter into a lease or other occupancy agreement directly with such information regarding the proposed assignee or subtenantsublessee as the Landlord may reasonably request, including, without limitation, information regarding the financial viability and Tenant shall have no right to any business experience of the rents or other consideration payable by such proposed assignee or subtenant under such other leasel or occupancy agreement, even if such rents and other consideration exceed the rent payable under this Lease by Tenant. Landlord shall have the right to lease the Premises to any other tenant, or not lease the Premises, in its sole and absolute discretion. Landlord and Tenant specifically agree that Landlord's right to terminate this Lease under clause (iii) above is a material consideration for Landlord's agreement to enter into this Lease and such right may be exercised in Landlord's sole and absolute discretion and no test of reasonableness shall be applicable theretosublessee.

Landlord’s Consent. Landlord (a) Tenant shall have thirty not assign, transfer, mortgage or otherwise encumber this Lease or sublet or rent (30or permit a third party to occupy or use) the Premises, or any part thereof, nor shall any assignment or transfer of this Lease or the right of occupancy hereunder be effected by operation of law or otherwise, without the prior written consent of Landlord, such consent not to be unreasonably withheld. A transfer at any one time or from time to time of a majority interest in Tenant (whether stock, partnership interest or other form of ownership or control) shall be deemed to be an assignment of this Lease, unless at the time of such transfer Tenant is an entity whose outstanding stock is listed on a recognized security exchange. Within 30 days after following Landlord's receipt of Tenant's notice of assignment and/or sublease is received with the financial information reasonably requested by Landlord (the ('Section 11.3 Notice") to advise Tenant of request for Landlord's consent to a proposed assignment, sublease, or other encumbrance, together with all information required to be delivered by Tenant pursuant to the provisions of this Section 9.1, Landlord shall: (i) consent to such proposed assigrunent or sublease, or transaction; (ii) withholding of consent for reasonable reasons to refuse such proposed assignment or sublease, in which event Landlord's notice shall be accompanied by an explanation of the reason for such disapproval, consent; or (iii) election elect to terminate this Lease in the event of an assignment, or in the case of a sublease, terminate this Lease as to all the portion of the space Premises proposed to be sublet in accordance with the provisions of Section 9.2. Any assignment, sublease or other encumbrance without Landlord's written consent shall be voidable by Landlord and, at Landlord's election, constitute an Event of Default hereunder. Without limiting other instances in which Landlord may reasonably withhold consent to an assignment or sublease, Landlord and Tenant acknowledge that Landlord may withhold consent (a) if an Event of Default exists under this Lease or if an Event of Default would exist but for the pendency of any cure periods provided under Section 21.1; or (b) if the proposed assignee or sublessee is: a governmental entity; a person or entity with whom Landlord has negotiated for space in the Project during the prior 6 months; a present tenant in the Project; a person or entity whose tenancy in the Project would violate any exclusivity arrangement which Landlord has with any other tenant; a person or entity of a character or reputation or engaged in a business which is not consistent with the quality of the Project; or not a party of reasonable financial worth and/or financial stability in light of the responsibilities involved under this Lease on the date consent is requested. If Tenant requests Landlord's consent to a specific assignment or subletting, Tenant will submit in writing to Landlord: (1) the name and address of the proposed assignee or subtenant; (2) a counterpart of the proposed agreement of assignment or sublease; (3) reasonably satisfactory information as to the entire premises in the event of an assignment , such termination to be effective as nature and character of the date business of the commencement of the proposed assignment or subletting (the "Effective Date"). If Landlord shall exercise its termination right hereunder, Landlord shall have the right to enter into a lease or other occupancy agreement directly with the proposed assignee or subtenant, and as to the nature of its proposed use of the space; (4) banking, financial or other credit information reasonably sufficient to enable Landlord to determine the financial responsibility and character of the proposed assignee or subtenant; (5) executed estoppel certificates from Tenant shall have no right containing such information as provided in Article XXIII; and (6) any other information reasonably requested by Landlord. (b) Notwithstanding that the prior express written permission of Landlord to any of the rents aforesaid transactions may have been obtained, the following shall apply: (i) In the event of an assignment, contemporaneously with the granting of Landlord's aforesaid consent, Tenant shall cause the assignee to expressly assume in writing and agree to perform all of the covenants, duties, and obligations of Tenant hereunder and such assignee shall be jointly and severally liable therefore along with Tenant. (ii) All terms and provisions of the Lease shall continue to apply after any such transaction. (iii) In any case where Landlord consents to an assignment, transfer, encumbrance or subletting, the undersigned Tenant and any guarantor shall nevertheless remain directly and primarily liable for the performance of all of the covenants, duties, and obligations of Tenant hereunder (including, without limitation, the obligation to pay all Rent and other sums herein provided to be paid), and Landlord shall be permitted to enforce the provisions of this instrument against the undersigned Tenant, any guarantor and/or any assignee without demand upon or proceeding in any way against any other person. Neither the consent by Landlord to any assignment, transfer, encumbrance or subletting nor the collection or acceptance by Landlord of rent from any assignee, subtenant or occupant shall be construed as a waiver or release of the initial Tenant or any guarantor from the terms and conditions of this Lease or relieve Tenant or any subtenant, assignee or other consideration party from obtaining the consent in writing of Landlord to any further assignment, transfer, encumbrance or subletting. (iv) Tenant hereby assigns to Landlord the rent and other sums due from any subtenant, assignee or other occupant of the Premises and hereby authorizes and directs each such subtenant, assignee or other occupant to pay such rent or other sums directly to Landlord; provided however, that until the occurrence of an Event of Default, Tenant shall have the license to continue collecting such rent and other sums. Notwithstanding the foregoing, in the event that the rent due and payable by a sublessee under any such proposed assignee permitted sublease (or subtenant under such other leasel or occupancy agreement, even if such rents and other consideration exceed a combination of the rent payable under such sublease plus any bonus or other consideration therefor or incident thereto) exceeds the hereinabove provided Rent payable under this Lease by Tenant. Landlord shall have the right to lease the Premises to any other tenantLease, or not lease if with respect to a permitted assignment, permitted license, or other transfer by Tenant permitted by Landlord, the Premisesconsideration payable to Tenant by the assignee, in its sole and absolute discretion. Landlord and licensee, or other transferee exceeds the Rent payable under this Lease, then Tenant specifically agree that Landlord's right to terminate this Lease under clause (iii) above is a material consideration for Landlord's agreement to enter into this Lease and such right may be exercised in Landlord's sole and absolute discretion and no test of reasonableness shall be applicable theretobound and obligated to pay Landlord such excess rent and other excess consideration in accordance with Section 9.3 within 10 days following receipt thereof by Tenant from such sublessee, assignee, licensee, or other transferee, as the case may be. (v) Tenant shall pay Landlord a fee in the amount of $2,500.00 to reimburse Landlord for all its expenses under this Article IX, including, without limitation, reasonable attorneys’ fees.

Landlord’s Consent. Landlord (a) Tenant shall have thirty not assign, transfer, mortgage or otherwise encumber this Lease or sublet or rent (30or permit a third party to occupy or use) days after Tenant's notice the Premises, or any part thereof, nor shall any assignment or transfer of assignment and/or sublease is received with this Lease or the financial information reasonably requested right of occupancy hereunder be effected by Landlord (operation of law or otherwise, without the ('Section 11.3 Notice") to advise Tenant prior written consent of Landlord, such consent not to be unreasonably withheld. Within 30 days following Xxxxxxxx's receipt of Xxxxxx's request for Landlord's consent to a proposed assignment, sublease, or other encumbrance, together with all information required to be delivered by Tenant pursuant to the provisions of this Section 10.1, Landlord shall: (i) consent to such proposed assigrunent or sublease, or transaction; (ii) withholding of consent for reasonable reasons to refuse such proposed assignment or sublease, in which event Landlord's notice shall be accompanied by an explanation of the reason for such disapproval, consent; or (iii) election elect to terminate this Lease in the event of an assignment, or in the case of a sublease, terminate this Lease as to all the portion of the space Premises proposed to be sublet in accordance with the provisions of Section 10.2. Any assignment, sublease or other encumbrance without Landlord's written consent shall be voidable by Landlord and, at Landlord's election, constitute an Event of Default hereunder. Without limiting other instances in which Landlord may reasonably withhold consent to an assignment or sublease, Landlord and Tenant acknowledge that Landlord may withhold consent (a) if an Event of Default exists under this Lease or if an Event of Default would exist but for the pendency of any cure periods provided under Section 20.1; or (b) if the proposed assignee or sublessee is: a governmental entity; a person or entity with whom Landlord has negotiated for space in the Project during the prior six months; a present tenant in the Project; a person or entity whose tenancy in the Project would not be a Permitted Use or would violate any exclusivity arrangement which Xxxxxxxx has with any other tenant; a person or entity of a character or reputation or engaged in a business which is not consistent with the quality of the Project; or not a party of reasonable financial worth and/or financial stability in light of the responsibilities involved under this Lease on the date consent is requested. If Tenant requests Xxxxxxxx's consent to a specific assignment or subletting, Tenant will submit in writing to Landlord: (1) the name and address of the proposed assignee or subtenant; (2) a counterpart of the proposed agreement of assignment or sublease; (3) reasonably satisfactory information as to the entire premises in the event of an assignment , such termination to be effective as nature and character of the date business of the commencement of the proposed assignment or subletting (the "Effective Date"). If Landlord shall exercise its termination right hereunder, Landlord shall have the right to enter into a lease or other occupancy agreement directly with the proposed assignee or subtenant, and as to the nature of its proposed use of the space; (4) banking, financial or other credit information reasonably sufficient to enable Landlord to determine the financial responsibility and character of the proposed assignee or subtenant; (5) executed estoppel certificates from Tenant shall have no right containing such information as provided in Section 24.4; and (6) any other information reasonably requested by Xxxxxxxx. (b) Notwithstanding that the prior express written permission of Landlord to any of the rents aforesaid transactions may have been obtained, the following shall apply: (i) In the event of an assignment, contemporaneously with the granting of Landlord's aforesaid consent, Tenant shall cause the assignee to expressly assume in writing and agree to perform all of the covenants, duties, and obligations of Tenant hereunder and such assignee shall be jointly and severally liable therefor along with Xxxxxx. (ii) All terms and provisions of this Lease shall continue to apply after any such transaction. (iii) In any case where Landlord consents to an assignment, transfer, encumbrance or subletting, the undersigned Tenant and any Guarantor shall nevertheless remain directly and primarily liable for the performance of all of the covenants, duties, and obligations of Tenant hereunder (including, without limitation, the obligation to pay all Rent and other sums herein provided to be paid), and Landlord shall be permitted to enforce the provisions of this instrument against the undersigned Tenant, any Guarantor and/or any assignee without demand upon or proceeding in any way against any other person. Neither the consent by Xxxxxxxx to any assignment, transfer, encumbrance or subletting nor the collection or acceptance by Landlord of rent from any assignee, subtenant or occupant shall be construed as a waiver or release of the initial Tenant or any Guarantor from the terms and conditions of this Lease or relieve Tenant or any subtenant, assignee or other consideration party from obtaining the consent in writing of Landlord to any further assignment, transfer, encumbrance or subletting. (iv) Tenant hereby assigns to Landlord the rent and other sums due from any subtenant, assignee or other occupant of the Premises and hereby authorizes and directs each such subtenant, assignee or other occupant to pay such rent or other sums directly to Landlord; provided however, that until the occurrence of an Event of Default, Tenant shall have the license to continue collecting such rent and other sums. Notwithstanding the foregoing, in the event that the rent due and payable by a sublessee under any such proposed assignee permitted sublease (or subtenant under such other leasel or occupancy agreement, even if such rents and other consideration exceed a combination of the rent payable under such sublease plus any bonus or other consideration therefor or incident thereto) exceeds the hereinabove provided Rent payable under this Lease Lease, or if with respect to a permitted assignment, permitted license, or other transfer by Tenant. Landlord Tenant permitted by Landlord, the consideration payable to Tenant by the assignee, licensee, or other transferee exceeds the Rent payable under this Lease, then Tenant shall have be bound and obligated to pay Landlord, in accordance with Section 10.3, the right to lease the Premises to Net Profits (as defined in Section 10.3) and any other tenantexcess consideration within 10 days following receipt thereof by Tenant from such sublessee, assignee, licensee, or not lease other transferee, as the Premisescase may be. (v) Tenant shall pay Landlord a fee in the amount of $1,000.00 to reimburse Landlord for all its expenses under this Article X, including, without limitation, reasonable attorneys’ fees, in its sole and absolute discretion. connection with any request for Xxxxxxxx's consent to a sublease, assignment or deemed assignment, whether or not Landlord and Tenant specifically agree that Landlord's right consents to terminate this Lease under clause (iii) above is a material consideration for Landlord's agreement to enter into this Lease and such right may be exercised in Landlord's sole and absolute discretion and no test of reasonableness shall be applicable theretorequest.

Landlord’s Consent. Landlord Without the express written consent of Landlord, Tenant shall not directly or indirectly, voluntarily or by operation of law, sell, assign, encumber, pledge, or otherwise transfer or hypothecate all of its interest in or rights with respect to the Premises (collectively, "Assignment"), or permit all or any portion of the Premises to be occupied by anyone other than Tenant or sublet all or any portion of the Premises or transfer a portion of its interest in or rights with respect to the Premises (collectively, "Sublease"). Notwithstanding anything in this Section 19 to the contrary, Tenant (but not any of its permitted successors or assigns) shall have thirty (30) days after Tenant's notice of assignment and/or sublease is received with the financial information reasonably requested by Landlord (the ('Section 11.3 Notice") to advise Tenant of right, without obtaining Landlord's consent, to enter into (i) consent an Assignment or Sublease of all or a portion of the Premises with an Affiliate of Tenant, on the condition that Tenant delivers to such proposed assigrunent Landlord fifteen (15) days prior written notice containing the name of the Affiliate and the manner in which it is affiliated with Tenant, the most recent audited financial statements of the Affiliate, and the commencement and termination dates of the Sublease or subleaseAssignment, or (ii) withholding an Assignment of consent for reasonable reasons to such proposed assignment or sublease, in which event Landlord's notice shall be accompanied by an explanation of the reason for such disapproval, or (iii) election to terminate this Lease as to all of the space proposed Premises with an entity resulting directly from a merger or consolidation with Tenant or an entity purchasing or succeeding to be sublet or as to the entire premises in the event of an assignment , such termination to be effective as substantially all of the date assets of Tenant on the commencement condition that (1) Tenant delivers to Landlord fifteen (15) days prior written notice containing the name of the proposed assignment assignee, the commencement and termination dates of the Assignment, together with the most recent financial statement or subletting other equivalent financial information reasonably available to Tenant concerning the proposed assignee, and (2) the net worth and creditworthiness of the proposed assignee is at least comparable to that of Tenant (a "Effective DateMerged Entity"). If Landlord For purposes of this Section 19, the term "Affiliate" shall exercise mean a corporation or entity which controls, is controlled by, or is under common control with Tenant including an entity that acquires the assets of Tenant, so long as such entity has a net worth equivalent or greater than Tenant's, as reasonably determined by Landlord, based on its termination right hereunder, Landlord shall have the right to enter into a lease or other occupancy agreement directly with the proposed assignee or subtenant, and Tenant shall have no right to any review of the rents reasonably available financial statements of the such corporation or other consideration payable by such proposed assignee or subtenant under such other leasel or occupancy agreement, even if such rents and other consideration exceed the rent payable under this Lease by Tenant. Landlord shall have the right to lease the Premises to any other tenant, or not lease the Premises, in its sole and absolute discretion. Landlord and Tenant specifically agree that Landlord's right to terminate this Lease under clause (iii) above is a material consideration for Landlord's agreement to enter into this Lease and such right may be exercised in Landlord's sole and absolute discretion and no test of reasonableness shall be applicable theretoentity.

Landlord’s Consent. Landlord Following the initial construction of improvements pursuant to Article 7 above, Tenant shall have be responsible for all redecorating, remodeling, alterations, improvements and painting of the Premises during the Term, subject to the restrictions in this Section 8.5. Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, “Alterations”) without the prior written consent of Landlord, which consent shall be requested by Tenant not less than thirty (30) days after Tenant's notice prior to the planned commencement of assignment and/or sublease is received with the financial information reasonably requested such Alterations and which consent shall not be unreasonably withheld by Landlord; provided, however, Landlord (the ('Section 11.3 Notice") to advise Tenant of Landlord's (i) may withhold its consent to such proposed assigrunent any Alterations that would adversely affect (a) the Building’s structure or subleasestructural elements or the Building’s mechanical or utility systems, or (iib) withholding of consent for reasonable reasons to such proposed assignment or sublease, in which event Landlord's notice shall be accompanied by an explanation the exterior appearance of the reason for such disapproval, or (iii) election to terminate this Lease as to all of the space proposed to be sublet or as to the entire premises in the event of an assignment , such termination to be effective as of the date of the commencement of the proposed assignment or subletting (the "Effective Date")Building. If Landlord shall exercise its termination right hereunderFurther, Landlord shall have the right may condition its consent to enter into any Alterations on Tenant’s obtaining a lease letter of credit, bond or other occupancy agreement directly with the proposed assignee or subtenant, and Tenant shall have no right form of security satisfactory to any of the rents or other consideration payable by such proposed assignee or subtenant under such other leasel or occupancy agreement, even if such rents and other consideration exceed the rent payable under this Lease by Tenant. Landlord shall have the right to lease the Premises to any other tenant, or not lease the PremisesLandlord, in its sole discretion, to ensure Tenant’s compliance with its obligations hereunder. Tenant shall not paint or install lighting or decorations, signs, window or door lettering, or advertising media of any type visible from the exterior of the Premises without the prior written consent of Landlord, which consent may be withheld in Landlord’s sole and absolute discretion. Landlord All Alterations shall be constructed, maintained, and used by Tenant, at its risk and expense, in accordance with all applicable Laws. Landlord’s consent to or approval of any Alterations (or the plans therefor) shall not constitute a representation or warranty by Landlord, nor Landlord’s acceptance, that the same comply with sound architectural and/or engineering practices or with all applicable Laws, and Tenant specifically agree that Landlord's right to terminate this Lease under clause (iii) above is a material consideration for Landlord's agreement to enter into this Lease and such right may be exercised in Landlord's sole and absolute discretion and no test of reasonableness shall be applicable theretosolely responsible for ensuring all such compliance. Tenant may, however, make non-structural Alterations to the interior of the Premises (excluding the roof), as long as they are not visible from the outside, do not involve puncturing, relocating or removing the roof or any existing walls, they do not affect the Building’s structure or structural elements or the Building’s mechanical or utility systems, they do not require a building permit, and the cost thereof does not exceed $25,000.

Landlord’s Consent. Landlord Tenant shall have thirty not voluntarily, involuntarily or by operation of law assign, mortgage, pledge or encumber (30collectively "assignment") days after Tenant's this Lease, in whole or in part, or sublet the whole or any part of the premises, or permit the use or occupancy of the whole or any part of the premises by others, including, without limitation, the operation of all or any part of the premises by a licensee or concessionaire, without first obtaining in each and every instance the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, however, Tenant may assign this Lease to its parent corporation or another subsidiary of its parent corporation without consent, but upon providing written notice of such assignment and/or sublease is received with the financial information reasonably requested to Landlord. Any consent by Landlord (to an assignment or subletting or use or occupancy by others shall be held to apply only to the ('Section 11.3 Notice") specific transaction thereby authorized and shall not constitute a waiver of the necessity for such consent to advise any subsequent assignment or subletting or use or occupancy by others. If this Lease or any interest herein be assigned or if the premises or any part thereof be sublet or used or occupied by anyone other than Tenant of with Landlord's (i) consent prior written consent, Tenant shall pay to Landlord monthly the excess of the consideration received or to be received during such proposed assigrunent or month for such assignment, sublease, or occupancy (iiwhether or not denoted as rent) withholding of consent over the rent reserved for reasonable reasons such month in this Lease applicable to such proposed assignment or sublease, in which event Landlord's notice shall be accompanied by an explanation portion of the reason for such disapprovalpremises so assigned, sublet or (iii) election to terminate occupied. If this Lease as to all or any interest of Tenant herein be assigned or if the whole or any part of the space proposed to premises be sublet or as to used or occupied by others, after having obtained Landlord's prior written consent thereto, Tenant shall nevertheless remain fully liable for the entire premises in the event full performance of an assignment , such termination all obligations under this Lease to be effective as of the date of the commencement of the proposed assignment or subletting (the "Effective Date"). If Landlord shall exercise its termination right hereunder, Landlord shall have the right to enter into a lease or other occupancy agreement directly with the proposed assignee or subtenant, performed by Tenant and Tenant shall have no right not be released therefrom in any manner. Whether or not Landlord consents to any of the rents or other consideration payable by such proposed assignee or subtenant under such other leasel or occupancy agreement, even if such rents and other consideration exceed the rent payable under this Lease by Tenant. Landlord shall have the right to lease the Premises to any other tenant, or not lease the Premises, in its sole and absolute discretion. Landlord and Tenant specifically agree that Landlord's right to terminate this Lease under clause (iii) above is a material consideration for Landlord's agreement to enter into this Lease and such right may be exercised in Landlord's sole and absolute discretion and no test of reasonableness shall be applicable thereto.proposed

Landlord’s Consent. Landlord (a) Tenant shall have thirty not assign, transfer, mortgage or otherwise encumber this Lease or sublet or rent (30or permit a third party to occupy or use) the Premises, or any part thereof, nor shall any assignment or transfer of this Lease or the right of occupancy hereunder be effected by operation of law or otherwise, without the prior written consent of Landlord, such consent not to be unreasonably withheld, conditioned or delayed. Subject to the terms of Section 10.4 and Section 10.5 below, a transfer at any one time or from time to time of a majority interest in Tenant (whether stock, partnership interest or other form of ownership or control) shall be deemed to be an assignment of this Lease, unless at the time of such transfer Tenant is an entity whose outstanding stock is listed on a recognized security exchange. Within 30 days after following Landlord's receipt of Tenant's notice of assignment and/or sublease is received with the financial information reasonably requested by Landlord (the ('Section 11.3 Notice") to advise Tenant of request for Landlord's consent to a proposed assignment, sublease, or other encumbrance, together with all information required to be delivered by Tenant pursuant to the provisions of this Section 10.1, Landlord shall: (i) consent to such proposed assigrunent or sublease, or transaction; (ii) withholding refuse such consent with a statement of the reasons of refusal; or (iii) elect to terminate this Lease in the event of an assignment, or in the case of a Significant Sublease (as defined in Section 10.2), terminate this Lease as to the portion of the Premises proposed to be sublet in accordance with the provisions of Section 10.2. Any assignment, sublease or other encumbrance without Landlord's written consent for reasonable reasons shall be voidable by Landlord and, at Landlord's election, constitute an Event of Default hereunder. If within the 30-day period set forth above, Landlord fails to such timely deliver to Tenant notice of Landlord’s consent, refusal or election to terminate with respect to a proposed assignment or sublease, then Tenant may send a second (2nd) notice (“2nd Notice of Proposed Transfer”) to Landlord, which notice must contain the following inscription, in which event bold faced lettering: “SECOND NOTICE DELIVERED PURSUANT TO SECTION 10.1 OF LEASE - - FAILURE TO TIMELY RESPOND WITHIN FIVE (5) BUSINESS DAYS SHALL RESULT IN DEEMED CONSENT TO ASSIGNMENT OR SUBLEASE.” If Landlord fails to deliver notice of Landlord's notice shall be accompanied by an explanation of the reason for such disapproval’s consent, refusal or (iii) election to terminate with respect to a proposed transfer described in Tenant’s 2nd Notice of Proposed Transfer within five (5) business days after receipt of such 2nd Notice of Proposed Transfer, Landlord shall be deemed to have consented to the proposed transfer described in the 2nd Notice of Proposed Transfer. Without limiting other instances in which Landlord may reasonably withhold consent to an assignment or sublease, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold consent (a) if an Event of Default exists under this Lease as or if an Event of Default would exist but for the pendency of any cure periods provided under Section 20.1 (unless such Event of Default requires notice under Section 20.1 and Landlord has not delivered such notice to all Tenant); or (b) if the proposed assignee or sublessee is: a governmental entity; a person or entity with whom Landlord has negotiated for space in the Project during the prior six months and for whom Landlord has space available in the Project to meet such person or entity’s needs; a present tenant in the Project for whom Landlord has space available in the Project to meet such person or entity’s needs; a person or entity whose tenancy in the Project would not be a Permitted Use or would violate any exclusivity arrangement which Landlord has with any other tenant; a person or entity of a character or reputation or engaged in a business which is not consistent with the quality of the space Project; or not a party of reasonable financial worth and/or financial stability in light of the responsibilities involved under this Lease with respect to a proposed assignment (or under the sublease with respect to be sublet a proposed sublease) on the date consent is requested. If Tenant requests Landlord's consent to a specific assignment or subletting, Tenant will submit in writing to Landlord: (1) the name and address of the proposed assignee or subtenant; (2) a counterpart of the proposed agreement of assignment or sublease; (3) reasonably satisfactory information as to the entire premises in the event of an assignment , such termination to be effective as nature and character of the date business of the commencement of the proposed assignment or subletting (the "Effective Date"). If Landlord shall exercise its termination right hereunder, Landlord shall have the right to enter into a lease or other occupancy agreement directly with the proposed assignee or subtenant, and as to the nature of its proposed use of the space; (4) banking, financial or other credit information reasonably sufficient to enable Landlord to determine the financial responsibility and character of the proposed assignee or subtenant; (5) executed estoppel certificates from Tenant containing such information as provided in Section 24.4; and (6) any other information reasonably requested by Landlord. Notwithstanding anything to the contrary contained herein, if Tenant claims that Landlord has unreasonably withheld or delayed its consent under this Section 10.1, Tenant’s sole remedies shall have no be a declaratory judgment and an injunction for the relief sought and Tenant hereby waives all other remedies, including, without limitation, any right at law or equity to obtain damages or terminate this Lease, whether under California Civil Code Section 1995.310 or otherwise. (b) Notwithstanding that the prior express written permission of Landlord to any of the rents aforesaid transactions may have been obtained, the following shall apply: (i) In the event of an assignment, contemporaneously with the granting of Landlord's aforesaid consent, Tenant shall cause the assignee to expressly assume in writing and agree to perform all of the covenants, duties, and obligations of Tenant hereunder from and after the date of such assignment and such assignee shall be jointly and severally liable therefor along with Tenant. (ii) All terms and provisions of this Lease shall continue to apply after any such transaction. (iii) In any case where Landlord consents to an assignment, transfer, encumbrance or subletting, the undersigned Tenant and any Guarantor shall nevertheless remain directly and primarily liable for the performance of all of the covenants, duties, and obligations of Tenant hereunder (including, without limitation, the obligation to pay all Rent and other sums herein provided to be paid), and Landlord shall be permitted to enforce the provisions of this instrument against the undersigned Tenant, any Guarantor and/or any assignee without demand upon or proceeding in any way against any other person. Neither the consent by Landlord to any assignment, transfer, encumbrance or subletting nor the collection or acceptance by Landlord of rent from any assignee, subtenant or occupant shall be construed as a waiver or release of the initial Tenant or any Guarantor from the terms and conditions of this Lease or relieve Tenant or any subtenant, assignee or other consideration party from obtaining the consent in writing of Landlord to any further assignment, transfer, encumbrance or subletting. (iv) Tenant hereby assigns to Landlord the rent and other sums due from any subtenant, assignee or other occupant of the Premises and hereby authorizes and directs each such subtenant, assignee or other occupant to pay such rent or other sums directly to Landlord; provided however, that until the occurrence of an Event of Default, Tenant shall have the license to continue collecting such rent and other sums. Notwithstanding the foregoing, in the event that the rent due and payable by a sublessee under any such proposed assignee permitted sublease (or subtenant under such other leasel or occupancy agreement, even if such rents and other consideration exceed a combination of the rent payable under such sublease plus any bonus or other consideration therefor or incident thereto) exceeds the hereinabove provided Rent payable under this Lease by Tenant. Landlord shall have the right to lease the Premises to any other tenantLease, or not lease if with respect to a permitted assignment, permitted license, or other transfer by Tenant permitted by Landlord, the Premisesconsideration payable to Tenant by the assignee, licensee, or other transferee with respect to the assignment or sublease, as applicable exceeds the Rent payable under this Lease, then Tenant shall be bound and obligated to pay Landlord, in accordance with Section 10.3, 50% of the Net Profits (as defined in Section 10.3) within 30 days following receipt thereof by Tenant from such sublessee, assignee, licensee, or other transferee, as the case may be. (v) Tenant shall reimburse Landlord for its sole reasonable, third party attorneys’ fees incurred under this Article X, in connection with any review of, and absolute discretion. Landlord’s consent to, any sublease, assignment or deemed assignment made under this Article X, regardless of whether Landlord’s consent is required under this Article X and whether Landlord and Tenant specifically agree that Landlord's right consents to terminate this Lease under clause (iii) above is a material consideration for Landlord's agreement to enter into this Lease and such right may be exercised in Landlord's sole and absolute discretion and no test of reasonableness shall be applicable theretorequest.

Landlord’s Consent. Tenant shall not make any alterations, additions, modifications or improvements to the Premises without the prior written consent of Landlord, which consent will not be unreasonably withheld, provided that such alterations, additions, modifications or improvements are not structural or involve building systems. If Tenant desires to make any such alterations, etc., plans for same shall first be submitted to and approved by Landlord, and same shall be done by Tenant, at its own expense, and Tenant agrees that all such work shall be done in a good and workmanlike manner (Landlord having the right to approve all contractors), that the structural integrity of the building shall have thirty not be impaired, that no liens shall attach to the Premises by reason therefor, and that Tenant will secure all necessary permits pertaining to the aforementioned alterations, etc. Tenant has no authority or power, express or implied, to create or cause to be created or to consent to any lien, charge or encumbrance of any kind against the Premises, the Building, or the Property. Tenant shall pay before delinquency all costs for work done or caused to be done by Tenant in the Premises which could result in any lien or encumbrance on Landlord's interest in the Building or any part thereof, shall keep the title to the building and every part thereof free and clear of any lien or encumbrance with respect to such work and shall indemnify and hold harmless Landlord against any claim, loss, cost, demand or legal or other expense, whether in respect of any lien or otherwise, arising out of the supply of material, services or labor for such work. Notwithstanding the foregoing, provided Tenant is not in default, Tenant shall not be responsible for the removal of any lien arising solely as a result of Landlord's failure to pay any amounts required to be paid by Landlord pursuant to Section 7.1. Tenant shall immediately notify Landlord of any such lien, claim of lien or other action of which it has knowledge and which affects the title to the building or any part thereof and shall cause the same to be removed within ten (3010) days, failing which Landlord may take such action as Landlord deems necessary to remove the same and the cost thereof (including reasonable attorneys' fees) shall be immediately due and payable by Tenant to Landlord. All alterations, additions, improvements and fixtures (other than Tenant's Personal Property, provided the same are installed at no cost or expense to Landlord) which may be made or installed by either party upon the Premises shall be and remain the property of Landlord and shall remain upon and be surrendered with the Premises, unless Landlord requests their removal, in which event Tenant shall remove the same and restore the Premises to its original condition, taking into account normal wear and tear, at Tenant's sole cost and expense and Tenant-shall pay the entire cost of such removal to Landlord upon Tenant's receipt of Landlord's written demand therefor. If Tenant fails to remove such property and restore the Premises as aforesaid, Landlord may do so and Tenant shall pay the entire cost thereof to Landlord within ten (10) days after Tenant's notice of assignment and/or sublease is received with the financial information reasonably requested by Landlord (the ('Section 11.3 Notice") to advise Tenant receipt of Landlord's (i) consent to such proposed assigrunent or sublease, or (ii) withholding of consent for reasonable reasons to such proposed assignment or sublease, in which event Landlord's notice shall be accompanied by an explanation of the reason for such disapproval, or (iii) election to terminate this Lease as to all of the space proposed to be sublet or as to the entire premises in the event of an assignment , such termination to be effective as of the date of the commencement of the proposed assignment or subletting (the "Effective Date"). If Landlord shall exercise its termination right hereunder, Landlord shall have the right to enter into a lease or other occupancy agreement directly with the proposed assignee or subtenant, and Tenant shall have no right to any of the rents or other consideration payable by such proposed assignee or subtenant under such other leasel or occupancy agreement, even if such rents and other consideration exceed the rent payable under this Lease by Tenant. Landlord shall have the right to lease the Premises to any other tenant, or not lease the Premises, in its sole and absolute discretion. Landlord and Tenant specifically agree that Landlord's right to terminate this Lease under clause (iii) above is a material consideration for Landlord's agreement to enter into this Lease and such right may be exercised in Landlord's sole and absolute discretion and no test of reasonableness shall be applicable theretowritten demand therefore.

Landlord’s Consent. Landlord’s and Tenant’s agreement with regard to Tenant’s right to transfer all or part of its interest in the Premises is as expressly set forth in this Paragraph 13. Tenant agrees that, except upon Landlord’s prior written consent, which consent shall not (subject to Landlord’s rights under Paragraph 13.d. below) be unreasonably withheld, neither this Lease nor all or any part of the leasehold interest created hereby shall, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, be assigned, mortgaged, pledged, encumbered or otherwise transferred by Tenant or Tenant’s legal representatives or successors in interest (collectively, an “assignment”) and neither the Premises nor any part thereof shall be sublet or be used or occupied for any purpose by anyone other than Tenant (collectively, a “sublease”). Any assignment or subletting without Landlord’s prior written consent shall, at Landlord’s option, be void and shall constitute an Event of Default entitling Landlord shall have thirty (30) days after Tenant's notice of assignment and/or sublease is received with the financial information to terminate this Lease and to exercise all other remedies available to Landlord under this Lease and at law. The parties hereto agree and acknowledge that, among other circumstances for which Landlord may reasonably requested by Landlord (the ('Section 11.3 Notice") to advise Tenant of Landlord's (i) withhold its consent to such proposed assigrunent or sublease, or (ii) withholding of consent for reasonable reasons to such proposed an assignment or sublease, in which event Landlord's notice it shall be accompanied by reasonable for Landlord to withhold its consent where: (i) the assignment or subletting would increase the operating costs for the Building or the burden on the Building services, or generate additional foot traffic, elevator usage or security concerns in the Building, or create an explanation increased probability of the reason comfort and/or safety of Landlord and other tenants in the Building being compromised or reduced, (ii) the space will be used for such disapprovala school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant’s permitted use is retail sales), a personnel or employment agency, an office or facility of any governmental or quasi-governmental agency or authority, a place of public assembly (including without limitation a meeting center, theater or public forum), any use by or affiliation with a foreign government (including without limitation an embassy or consulate or similar office), or a facility for the provision of social, welfare or clinical health services or sleeping accommodations (whether temporary, daytime or overnight); (iii) election to terminate this Lease as to all of the space proposed to be sublet or as to the entire premises in the event of an assignment , such termination to be effective as of the date of the commencement of the proposed assignment assignee or subletting subtenant (the "Effective Date"). If Landlord shall exercise its termination right hereunderor any person which directly or indirectly controls, Landlord shall have the right to enter into a lease is controlled by, or other occupancy agreement directly is under common control with the proposed assignee or subtenant, and Tenant shall have no right to any ) is a current tenant of the rents Building or other consideration payable has negotiated with Landlord within the preceding one hundred eighty (180) days (or is currently negotiating with Landlord) to lease space in the Project; (iv) Landlord disapproves of the proposed assignee’s or subtenant’s reputation or creditworthiness; (v) Landlord determines in its reasonable discretion that the character of the business that would be conducted by such the proposed assignee or subtenant at the Premises, or the manner of conducting such business, would be inconsistent with the character of the Building as a first-class office building; (vi) the proposed assignee or subtenant is an entity or related to an entity with whom Landlord or any affiliate of Landlord has had adverse dealings within the last sixty (60) months; (vii) the assignment or subletting may conflict with any exclusive uses granted to other tenants of the Project, or with the terms of any easement, covenant, condition or restriction, or other agreement affecting the Project; (viii) the assignment or subletting would involve a change in use from that expressly permitted under such other leasel or occupancy agreement, even if such rents and other consideration exceed this Lease; (ix) Landlord determines in its reasonable discretion that the rent payable proposed assignee may be unable to perform all of Tenant’s obligations under this Lease or the proposed subtenant may be unable to perform all of its obligations under the proposed sublease or (x) as of the date Tenant requests Landlord’s consent or as of the date Landlord responds thereto, a breach or default by Tenant. Landlord shall have the right to lease the Premises to any other tenant, or not lease the Premises, in its sole and absolute discretion. Landlord and Tenant specifically agree that Landlord's right to terminate under this Lease under clause (iii) above is a material consideration for shall’ have occurred and be continuing. Landlord's agreement to enter into ’s foregoing rights and options shall continue throughout the entire term of this Lease and such right may be exercised in Landlord's sole and absolute discretion and no test of reasonableness shall be applicable theretoLease.

Landlord’s Consent. 14.1.1 Tenant shall not, either involuntarily or voluntarily or by operation of law or otherwise, assign, mortgage, pledge, hypothecate, encumber or permit any lien to attach to, or transfer this Lease or any interest herein, or sublet the Premises or any part thereof, or permit the Premises to be occupied by anyone other than Tenant or Tenant's employees (each a "TRANSFER" and any person or entity to whom a Transfer is made or sought to be made is referred to herein as a "TRANSFEREE"), except with the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed; provided, however, that the parties hereto agree that it shall be reasonable for Landlord to withhold its consent for, without limitation, the following reasons: (a) Tenant is in default of this Lease; (b) the Transferee is not willing to assume in writing all of Tenant's obligations hereunder as are applicable to the space (the "SUBJECT SPACE") that is the subject of the proposed Transfer; (c) the Transferee has a financial condition which is reasonably unsatisfactory to Landlord or Landlord's mortgagee; (d) the Premises will be used for purposes different than the Agreed Use or for a purpose that is prohibited by any Applicable Laws; (e) the proposed Transferee has been required by a prior landlord, lender or governmental authority to take remedial action in connection with Hazardous Materials contaminating a property where the contamination resulted from such party's acts or omissions, or the proposed Transferee is or has been subject to an enforcement order issued by any governmental agency in connection with any violation of Environmental Laws or release of Hazardous Materials into the environment; or (f) the assignee or subtenant requires extensive alterations to the Premises. 14.1.2 Notwithstanding anything to the contrary in this Article 14, Landlord's consent shall have not be required for (a) an assignment of all of Tenant's interest under this Lease to a Successor (defined below) or to Original Tenant's corporate parent or (b) a sublease by Tenant of all or any portion of the Premises to an Affiliate of Tenant (a "PERMITTED TRANSFER"), but only on the condition that, (i) any such Permitted Transfer is not a subterfuge by Tenant to avoid its obligations under this Lease; (ii) Tenant shall give Landlord at least thirty (30) days after Tenant's prior notice of assignment and/or sublease is received with the financial information reasonably requested by Landlord (the ('Section 11.3 Notice") to advise Tenant of Landlord's (i) consent to any such proposed assigrunent or subleasePermitted Transfer, or (ii) withholding of consent for reasonable reasons to such proposed assignment or sublease, in which event Landlord's notice shall be accompanied by an explanation of the reason for such disapproval, or (iii) election to terminate this Lease as to Original Tenant (and any Successors and/or other assignees) shall remain primarily liable for all of the space proposed obligations to be sublet or as to performed by the entire premises Tenant under this Lease, and (iv) in the event of an assignment of this Lease to a Successor or Tenant's corporate parent, such termination to be effective Successor or corporate parent, as applicable, shall assume all accrued and prospective obligations and liabilities of the date of the commencement of the proposed assignment or subletting (the "Effective Date"). If Landlord shall exercise its termination right hereunder, Landlord shall have the right to enter into a lease or other occupancy agreement directly with the proposed assignee or subtenant, and Tenant shall have no right to any of the rents or other consideration payable by such proposed assignee or subtenant under such other leasel or occupancy agreement, even if such rents and other consideration exceed the rent payable under this Lease by Tenant. Landlord shall have the right in a writing reasonably satisfactory to lease the Premises to any other tenant, or not lease the Premises, in its sole and absolute discretion. Landlord and there shall be no adverse effect on the creditworthiness of the Tenant specifically agree under the Lease. A "SUCCESSOR" means any entity that Landlord's right to terminate this Lease under clause acquires in a single transaction or in a series of related transactions (iiiby merger, combination, consolidation, transfer of assets or otherwise) above is a material consideration for Landlord's agreement to enter into this Lease and all or substantially all of the other property and assets of Original Tenant (or a prior Successor), or with which, or into which Original Tenant (or a prior Successor) is merged, combined, reorganized or consolidated or which acquires Original Tenant (or a prior Successor) and which assumes by written instrument all of Tenant's liabilities and obligations under this Lease. An "AFFILIATE" means, , as to any designated person or entity, any other person or entity which controls, is controlled by or is under common control with, such right may be exercised designated person or entity (and, as used in Landlord's sole this Paragraph 14.1.2, "control" means the possession, direct or indirect, of the power to direct or cause the direction of the management and absolute discretion and no test policies of reasonableness shall be applicable theretoa person or entity, or ownership of any sort, whether through the ownership of voting securities, by contract or otherwise).

Landlord’s Consent. Landlord shall have thirty (30) days after Tenant's notice not unreasonably withhold its consent to any proposed Transfer of assignment and/or sublease the Subject Space to the Transferee on the terms specified in the Transfer Notice. The parties hereby agree that it shall be reasonable under this Lease and under any applicable law for Landlord to withhold consent to any proposed Transfer where one or more of the following apply, without limitation as to other reasonable grounds for withholding consent: 14.2.1 The Transferee is received of a character or reputation or engaged in a business which is not consistent with the quality of the Building; 14.2.2 The Transferee intends to use the Subject Space for purposes which are not permitted under this Lease; 14.2.3 The Transferee is either a governmental agency or instrumentality thereof; 14.2.4 The Transfer will result in more than a reasonable and safe number of occupants per floor within the Subject Space; 14.2.5 The Transferee is not a party of reasonable financial information reasonably requested worth and/or financial stability in light of the responsibilities involved under the Transfer on the date consent is requested; 14.2.6 The proposed Transfer would cause Landlord to be in violation of another lease or agreement to which Landlord is a party, or would give an occupant of the Building a right to cancel its lease; 14.2.7 The terms of the proposed Transfer will allow the Transferee to exercise a right of renewal, right of expansion, right of first offer, or other similar right held by Landlord (Tenant; 14.2.8 Either the ('Section 11.3 Notice") to advise Tenant of Landlord's proposed Transferee, or any person or entity which directly or indirectly, controls, is controlled by, or is under common control with, the proposed Transferee, (i) consent to such proposed assigrunent or subleaseoccupies space in the Building at the time of the request for consent, or (ii) withholding of consent for reasonable reasons is negotiating with Landlord to lease space in the Building at such proposed assignment or sublease, in which event Landlord's notice shall be accompanied by an explanation of the reason for such disapprovaltime, or (iii) election to terminate this has negotiated with Landlord during the twelve (12)-month period immediately preceding the Transfer Notice; or 14.2.9 The Transfer occurs during the period from the Lease as to all of the space proposed to be sublet or as to the entire premises in the event of an assignment , such termination to be effective as of Commencement Date until the date of the commencement at least ninety-five percent (95%) of the proposed assignment or subletting (rentable square feet of the "Effective Date"). If Landlord shall exercise its termination right hereunder, Landlord shall have the right to enter into a lease or other occupancy agreement directly with the proposed assignee or subtenantBuilding is leased, and the rent charged by Tenant shall have no right to any such Transferee during the term of such Transfer, calculated using a present value analysis, is less than ninety-five percent (95%) of the rents or other consideration payable rent being quoted by Landlord, at the time of such proposed assignee or subtenant under such other leasel or occupancy agreementTransfer, even if such rents and other consideration exceed for comparable space in the rent payable under this Lease by Tenant. Landlord shall have the right to lease the Premises to any other tenantBuilding for a comparable term, or not lease the Premises, in its sole and absolute discretion. Landlord and Tenant specifically agree that Landlord's right to terminate this Lease under clause (iii) above is calculated using a material consideration for Landlord's agreement to enter into this Lease and such right may be exercised in Landlord's sole and absolute discretion and no test of reasonableness shall be applicable theretopresent value system.

Landlord’s Consent. Landlord’s and Tenant’s agreement with regard to Tenant’s right to transfer all or part of its interest in the Premises is as expressly set forth in this Paragraph 13. Tenant agrees that, except upon Landlord’s prior written consent, which consent shall not (subject to Landlord’s rights under Paragraph 13.d. below) be unreasonably withheld, conditioned or delayed, neither this Lease nor all or any part of the leasehold interest created hereby shall, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, be assigned, mortgaged, pledged, encumbered or otherwise transferred by Tenant or Tenant’s legal representatives or successors in interest (collectively, an “assignment”) and neither the Premises nor any part thereof shall be sublet or be used or occupied for any purpose by anyone other than Tenant (collectively, a “sublease”). Any assignment or subletting without Landlord’s prior written consent shall, at Landlord’s option, be void and shall constitute an Event of Default entitling Landlord shall have thirty (30) days after Tenant's notice of assignment and/or sublease is received with the financial information to terminate this Lease and to exercise all other remedies available to Landlord under this Lease and at law. The parties hereto agree and acknowledge that, among other circumstances for which Landlord may reasonably requested by Landlord (the ('Section 11.3 Notice") to advise Tenant of Landlord's (i) withhold its consent to such proposed assigrunent or sublease, or (ii) withholding of consent for reasonable reasons to such proposed an assignment or sublease, in which event Landlord's notice it shall be accompanied by an explanation of reasonable for Landlord to withhold its consent where: (i) the reason for such disapprovalproposed assignee or subtenant (or any person which directly or indirectly controls, is controlled by, or (iii) election to terminate this Lease as to all of the space proposed to be sublet or as to the entire premises in the event of an assignment , such termination to be effective as of the date of the commencement of the proposed assignment or subletting (the "Effective Date"). If Landlord shall exercise its termination right hereunder, Landlord shall have the right to enter into a lease or other occupancy agreement directly is under common control with the proposed assignee or subtenant, and Tenant shall have no right to any ) is a current tenant of the rents Building or other consideration payable has negotiated with Landlord within the preceding one hundred eighty (180) days (or is currently negotiating with Landlord) to lease space in the Real Property; (ii) Landlord disapproves of the proposed assignee’s or subtenant’s reputation or creditworthiness; (iii) Landlord determines that the character of the business that would be conducted by such the proposed assignee or subtenant at the Premises, or the manner of conducting such business, would be inconsistent with the character of the Building as a first-class office building; (iv) the proposed assignee or subtenant is an entity or related to an entity with whom Landlord or any affiliate of Landlord has had adverse dealings; (v) the assignment or subletting would involve a change in use from that expressly permitted under such Paragraph 8.a. above or any other leasel or occupancy agreement, even if such rents and other consideration exceed provisions of this Lease; (vi) Landlord determines that the rent payable proposed assignee may be unable to perform all of Tenant’s obligations under this Lease or the proposed subtenant may be unable to perform all of its obligations under the proposed sublease or (vii) as of the date Tenant requests Landlord’s consent or as of the date Landlord responds thereto, a breach or default by Tenant. Landlord Tenant under this Lease shall have occurred and be continuing. Landlord’s foregoing rights and options shall continue throughout the right to lease entire term of this Lease. For purposes of this Paragraph 13, the Premises following events shall be deemed an assignment or sublease, as appropriate: (i) the issuance of equity interests (whether stock, partnership interests or otherwise) in Tenant or any subtenant or assignee, or any entity controlling any of them, to any other tenantperson or group of related persons, in a single transaction or a series of related or unrelated transactions, such that, following such issuance, such person or group shall have Control (as defined below) of Tenant or any subtenant or assignee; (ii) a transfer of Control of Tenant or any subtenant or assignee, or not lease the Premisesany entity controlling any of them, in its sole and absolute discretion. Landlord and Tenant specifically agree a single transaction or a series of related or unrelated transactions (including, without limitation, by consolidation, merger, acquisition or reorganization), except that Landlord's right to terminate this Lease under clause (iii) above is a material consideration for Landlord's agreement to enter into this Lease and such right may be exercised in Landlord's sole and absolute discretion and no test of reasonableness shall be applicable thereto.the transfer of

Landlord’s Consent. Landlord shall have thirty (30) not unreasonably withhold, condition or delay its consent to any proposed Transfer of the Subject Space to the Transferee on the terms specified in the Transfer Notice, and Landlord shall grant or withhold its consent by written notice to Tenant delivered within 30 days after following the date Landlord receives the Transfer Notice. If Landlord fails to grant or deny its consent within the foregoing 30 day period, and shall failure to grant or deny its consent continues for an additional five business days following receipt of a second notice requesting Landlord's approval or denial of such proposed Transfer from Tenant, then Landlord's notice consent shall be deemed granted. Without limitation as to other reasonable grounds for withholding consent, it shall be reasonable under this Lease and under any applicable law for Landlord to withhold consent to any proposed Transfer where one or more of assignment and/or sublease the following apply: 14.2.1 The Transferee is received of a character or reputation or engaged in a business which is not consistent with the quality of the Building or the Project; 14.2.2 The Transferee intends to use the Subject Space for purposes which are not permitted under this Lease; 14.2.3 The Transferee is either a governmental agency or instrumentality thereof or a non-profit organization; provided, however, that Tenant shall be entitled to assign, sublet or otherwise transfer to a governmental agency or instrumentality thereof to the extent Landlord has leased or has permitted the lease of space to a comparable (in terms of security, foot traffic, prestige, eminent domain and function oriented issues) governmental agency or instrumentality thereof in comparably located space of comparable size; 14.2.4 The Transferee is not a party of reasonable financial information reasonably requested by Landlord (worth and/or financial stability in light of the ('Section 11.3 Notice") responsibilities to advise Tenant be undertaken in connection with the Transfer on the date consent is requested; 14.2.5 The proposed Transfer would cause a violation of Landlord's another lease for space in the Project, or would give an occupant of the Project a right to cancel its lease; or 14.2.6 Either the proposed Transferee, or any person or entity which directly or indirectly, controls, is controlled by, or is under common control with, the proposed Transferee, (i) consent to such proposed assigrunent or subleaseoccupies space in the Project at the time of the request for consent, or (ii) withholding is negotiating with Landlord or has negotiated with Landlord 1064686.11 28 during the 180-day period immediately preceding the date Landlord receives the Transfer Notice, to lease space in the Project; provided, however, that it shall not be deemed reasonable for Landlord to withhold it consent to pursuant to this Section 14.2.6 if Landlord cannot meet such potential Transferee's space needs. If Landlord consents to any Transfer pursuant to the terms of this Section 14.2 (and does not exercise any recapture rights Landlord may have under Section 14.4 of this Lease), Tenant may within six (6) months after Landlord's consent, but not later than the expiration of said six-month period, enter into such Transfer of the Premises or portion thereof, upon substantially the same terms and conditions as are set forth in the Transfer Notice furnished by Tenant to Landlord pursuant to Section 14.1 of this Lease, provided that if there are any changes in the terms and conditions from those specified in the Transfer Notice such that Landlord would initially have been entitled to refuse its consent for reasonable reasons to such proposed assignment or subleaseTransfer under this Section 14.2, in which event Tenant shall again submit the Transfer to Landlord for its approval and other action under this Article 14 (including Landlord's notice right of recapture, if any, under Section 14.4 of this Lease). Notwithstanding anything to the contrary in this Lease, if Tenant or any proposed Transferee claims that Landlord has unreasonably withheld or delayed its consent under Section 14.2 or otherwise has breached or acted unreasonably under this Article 14, their sole remedies shall be accompanied by an explanation of the reason a suit for such disapprovalcontract damages (other than damages for injury to, or (iiiinterference with, Tenant's business including, without limitation, loss of profits, however occurring) election or declaratory judgment and an injunction for the relief sought, and Tenant hereby waives all other remedies, including, without limitation, any right at law or equity to terminate this Lease as to all of the space proposed to be sublet or as Lease, on its own behalf and, to the entire premises in the event of an assignment extent permitted under all Applicable Laws, such termination to be effective as of the date of the commencement on behalf of the proposed assignment or subletting (the "Effective Date"). If Landlord shall exercise its termination right hereunder, Landlord shall have the right to enter into a lease or other occupancy agreement directly with the proposed assignee or subtenant, and Tenant shall have no right to any of the rents or other consideration payable by such proposed assignee or subtenant under such other leasel or occupancy agreement, even if such rents and other consideration exceed the rent payable under this Lease by Tenant. Landlord shall have the right to lease the Premises to any other tenant, or not lease the Premises, in its sole and absolute discretion. Landlord and Tenant specifically agree that Landlord's right to terminate this Lease under clause (iii) above is a material consideration for Landlord's agreement to enter into this Lease and such right may be exercised in Landlord's sole and absolute discretion and no test of reasonableness shall be applicable theretoTransferee.

Landlord’s Consent. Landlord shall have thirty (30) days after Landlord's and Tenant's notice agreement with regard to Tenant's right to transfer all or part of assignment and/or sublease its interest in the Premises is received with as expressly set forth in this Paragraph 13. Tenant agrees that, except as otherwise expressly set forth in this Paragraph 13, neither this Lease nor all or any part of the financial information reasonably requested leasehold interest created hereby shall, directly or indirectly, voluntarily or involuntarily, by Landlord operation of law or otherwise, be assigned, mortgaged, pledged, encumbered or otherwise transferred by Tenant or Tenant's legal representatives or successors in interest (collectively, an “assignment”) and neither the Premises nor any part thereof shall be sublet or be used or occupied for any purpose by anyone other than Tenant ('Section 11.3 Notice") to advise Tenant of collectively, a “sublease”), in each case without Landlord's (i) prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Except as otherwise expressly set forth in this Paragraph 13, any assignment or subletting without Landlord's prior written consent shall, at Landlord's option, be void and shall constitute an Event of Default entitling Landlord to exercise all remedies available to Landlord under this Lease and at law. The parties hereto agree and acknowledge that, among other circumstances for which Landlord may reasonably withhold its consent to such proposed assigrunent or sublease, or (ii) withholding of consent for reasonable reasons to such proposed an assignment or sublease, in which event Landlord's notice it shall be accompanied by an explanation reasonable for Landlord to withhold its consent where: (i) Landlord reasonably disapproves of the reason for such disapprovalproposed assignee's or subtenant's reputation or creditworthiness (taking into consideration Tenant's ongoing liability hereunder); (ii) Landlord reasonably determines that the character of the business that would be conducted by the proposed assignee or subtenant at the Premises, or the manner of conducting such business, would be inconsistent with the character of the Building as a first-class office building; (iii) election to terminate the assignment or subletting would involve a change in use from that expressly permitted under this Lease as to all of the space proposed to be sublet Lease; or as to the entire premises in the event of an assignment , such termination to be effective (iv) as of the date Tenant requests Landlord's consent or as of the commencement of the proposed assignment date Landlord responds thereto, a breach or subletting (the "Effective Date"). If Landlord shall exercise its termination right hereunder, Landlord shall have the right to enter into a lease or other occupancy agreement directly with the proposed assignee or subtenant, and default by Tenant shall have no right to any of the rents or other consideration payable by such proposed assignee or subtenant under such other leasel or occupancy agreement, even if such rents and other consideration exceed the rent payable under this Lease by Tenant. Landlord shall have occurred and be continuing. Landlord's foregoing rights and options shall continue throughout the right to lease entire term of this Lease. For purposes of this Paragraph 13, the Premises following events shall be deemed an assignment or sublease, as appropriate: (i) the issuance of equity interests (whether stock, partnership interests or otherwise) in Tenant or assignee, or any entity controlling any of them, to any other tenantperson or group of related persons, in a single transaction or a series of related or unrelated transactions, such that, following such issuance, such person or group shall have Control (as defined below) of Tenant or assignee; (ii) a transfer of Control of Tenant or assignee, or not lease the Premisesany entity controlling any of them, in its sole and absolute discretion. Landlord and Tenant specifically agree a single transaction or a series of related or unrelated transactions (including, without limitation, by consolidation, merger, acquisition or reorganization), except that Landlord's right to terminate this Lease under clause (iii) above is a material consideration for Landlord's agreement to enter into this Lease and such right may be exercised in Landlord's sole and absolute discretion and no test the transfer of reasonableness shall be applicable thereto.1005628.07/SF 375170-00002/11-24-16/mrm/mrm -30-

Landlord’s Consent. The consent of Landlord required hereunder shall have thirty (30) days after Tenant's notice of assignment and/or sublease is received with the financial information reasonably requested by not be unreasonably withheld; provided, however, that Landlord (the ('Section 11.3 Notice") and Tenant agree that it shall not be commercially unreasonable for Landlord to advise Tenant of Landlord's withhold its consent to any proposed Transfer for any commercially-reasonable reason including, but not limited to: (i) consent to such A difference between the contemplated use of the Premises by the proposed assigrunent or subleasetransferee, assignee, or sublessee, concessionaire or licensee following the proposed Transfer (hereinafter referred to as the "Transferee") with the "Use of Premises" clause contained in Section 1.1(l) hereof; (ii) withholding of consent for reasonable reasons to such proposed assignment or sublease, in which event Landlord's notice shall be accompanied by an explanation The financial worth and/or financial stability of the reason for such disapproval, or (iii) election to terminate this Lease as to all Transferee is less than that of the space proposed to be sublet or as to the entire premises in the event of an assignment , such termination to be effective as of the date of Tenant hereunder at the commencement of the proposed assignment Lease Term or subletting (at the "Effective Date"). If Landlord shall exercise its termination right hereunder, Landlord shall have the right to enter into a lease or other occupancy agreement directly with the proposed assignee or subtenant, and Tenant shall have no right to any time of the rents or other consideration payable by such proposed assignee or subtenant under such other leasel or occupancy agreement, even if such rents and other consideration exceed the rent payable under this Lease by Tenant. Landlord shall have the right to lease the Premises to any other tenantTransfer, or not lease the Premisesreasonably suitable to Landlord, in its sole and absolute discretion. Landlord and Tenant specifically agree that Landlord's right sole discretion, so as to terminate this insure the ability of the Transferee to perform Tenant's obligations under the Lease under clause for the full Lease Term; (iii) above is a material consideration for A Transferee whose reputation or proposed use of the Premises would in the exercise of Landlord's reasonable discretion, have an adverse effect upon the reputation of the Development and/or the other business located therein; (iv) The Transfer would result in a breach of any covenant of, or affecting Landlord concerning, radius, location, use or exclusivity in any other lease, financing agreement, or other agreement relating to enter into this Lease and such right may be exercised the Development; (v) The proposed Transfer would, in Landlord's sole and absolute discretion exclusive discretion, require an amendment to any material term of the Lease; (vi) The Transfer is prohibited without the consent of Mortgagees under their respective Mortgagees, and no test one or more Mortgagees fail or refuse to provide consent; (vii) The proposed Transfer likely would result in a decrease in the amount of reasonableness shall be applicable theretoaverage Percentage Rent payable from that payable by Tenant for the immediately preceding three (3) year period (or, if the Transfer is proposed within the first three Lease Years, from the Rent Commencement Date; (viii) The proposed Transfer, if consented to, would occur either (a) prior to completion of Tenant's Work in accordance with this Lease, or (b) prior to the expiration of Tenant's operating covenant under Section 15.1; or (ix) The Transferee proposes to or is likely to operate the Premises under a different trade name than the trade name in Section 1.1(m), and such trade name does not share at least a similar name recognition and reputation for quality as the trade name specified in Section 1.1(m).

Landlord’s Consent. 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; provided, however, that Tenant shall have the right, without the consent of Landlord, to sublet the Premises or any portion thereof to, or to permit occupancy of any portion of the Premises by, any Affiliate (as hereinafter defined). The term Affiliate shall mean any corporation or other entity controlled by, under common control with or which controls Tenant or in which Tenant, directly or indirectly, has a twenty-five percent (25%) or greater voting or ownership interest. The foregoing sentence shall not, however, prohibit the assignment of this Lease, without Landlord's consent, to any corporation that acquires substantially all of the assets of Tenant, any corporation into which Tenant is merged and any corporation resulting from a consolidation of Tenant with another corporation. When Tenant requests Landlord's consent to such assignment or sublease, it shall notify Landlord in writing of (i) the name and address of the proposed assignee or subtenant; (ii) the nature and character of the business of the proposed assignee or subtenant; (iii) financial information including financial statements of the proposed assignee or subtenant; and (iv) a copy of the proposed sublet or assignment agreement. Tenant shall thereafter immediately provide to Landlord any and all other information and documents reasonably requested by Landlord in order to assist Landlord with its consideration of Tenant's request hereunder. Landlord shall have the option (to be exercised within thirty (30) days after from the submission of Tenant's notice request and receipt of assignment and/or sublease is received with the financial all other information reasonably requested by Landlord (the ('Section 11.3 Notice"hereunder) to advise Tenant of Landlord's (i) consent to such proposed assigrunent or sublease, or (ii) withholding of consent for reasonable reasons to such proposed assignment or sublease, in which event Landlord's notice shall be accompanied by an explanation of the reason for such disapproval, or (iii) election to terminate cancel this Lease as to all it affects the portion of the space proposed Premises to be sublet subleased or as to the entire premises in the event of an assignment , such termination to be effective assigned as of the commencement date of the commencement of stated in the proposed assignment sublease or subletting (the "Effective Date")assignment. If Landlord shall not exercise its termination right hereunderoption within the time set forth above, Landlord shall have the right to enter into a lease or other occupancy agreement directly with the proposed assignee or subtenant, and Tenant shall have no right Landlord's consent to any of the rents proposed assignment or other consideration payable by such proposed assignee sublease shall not be unreasonably withheld, conditioned or subtenant under such other leasel or occupancy agreement, even if such rents and other consideration exceed the rent payable under this Lease by Tenant. Landlord shall have the right to lease the Premises to any other tenant, or not lease the Premises, in its sole and absolute discretion. Landlord and Tenant specifically agree that Landlord's right to terminate this Lease under clause (iii) above is a material consideration for Landlord's agreement to enter into this Lease and such right may be exercised in Landlord's sole and absolute discretion and no test of reasonableness shall be applicable theretodelayed.

Landlord’s Consent. Landlord shall have thirty (30) days after Landlord's and Tenant's notice agreement with regard to Tenant's right to transfer all or part of assignment and/or sublease its interest in the Premises is received with as expressly set forth in this Paragraph 13. Tenant agrees that, except upon Landlord's prior written consent, which consent shall not (subject to Landlord's rights under Paragraph 13.d. below) be unreasonably withheld, neither this Lease nor all or any part of the financial information reasonably requested leasehold interest created hereby shall, directly or indirectly, voluntarily or involuntarily, by Landlord operation of law or otherwise, be assigned, mortgaged, pledged, encumbered or otherwise transferred by Tenant or Tenant's legal representatives or successors in interest (the ('Section 11.3 Noticecollectively an "assignment") to advise and neither the Premises nor any part thereof shall be sublet or be used or occupied for any purpose by anyone other than Tenant of (collectively, a "sublease"). Except where Landlord's (i) consent is expressly not required hereunder, any assignment or subletting without Landlord's prior written consent shall, at Landlord's option, be void and shall constitute an Event of Default entitling Landlord to exercise all remedies available to Landlord under this Lease and at law. The parties hereto agree and acknowledge that, among other circumstances for which Landlord may reasonably withhold its consent to such proposed assigrunent or sublease, or (ii) withholding of consent for reasonable reasons to such proposed an assignment or sublease, in which event Landlord's notice it shall be accompanied by reasonable for Landlord to withhold its consent where: (i) the assignment or subletting would increase the operating costs for the Building or the burden on the Building services, or generate additional foot traffic, elevator usage or security concerns in the Building, or create an explanation increased probability of the reason comfort and/or safety of Landlord and other tenants in the Building being compromised or reduced, (ii) the space will be used for such disapprovala school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency (other than executive offices of the same not having substantial dealings with the public), an office or facility of any governmental or quasi-governmental agency or authority having any on-premises dealings with the general public, a place of public assembly (including without limitation a meeting center, theater or public forum), any use by or affiliation with a foreign government (including without limitation an embassy or consulate or similar office), or a facility for the provision of social, welfare or clinical health services or sleeping accommodations (whether temporary, daytime or overnight); (iii) election to terminate this Lease as to all the proposed assignee or subtenant is a current tenant of the Building, or is a prospective tenant of the Building with whom Landlord has entered into a letter of intent (or similar document) or exchanged an offer and counteroffer, and Landlord has or will have available space proposed to be sublet or as in the Building that is comparable to the entire premises in Premises or the event portion thereof subject to such subletting, as applicable, or that otherwise meets such tenant's or prospective tenant's needs; (iv) Landlord reasonably disapproves of an assignment , such termination to be effective as of the date of the commencement of the proposed assignment or subletting (the "Effective Date"). If Landlord shall exercise its termination right hereunder, Landlord shall have the right to enter into a lease or other occupancy agreement directly with the proposed assignee or subtenant, and Tenant shall have no right to any 's reputation or creditworthiness; (v) Landlord reasonably determines that the character of the rents or other consideration payable business that would be conducted by such the proposed assignee or subtenant at the Premises, or the manner of conducting such business, would be inconsistent with the character of the Building as a first-class office building; (vi) the assignment or subletting may conflict with any exclusive uses granted to other tenants of the Real Property, or with the terms of any easement, covenant, condition or restriction, or other agreement affecting the Real Property; (vii) the assignment or subletting would involve a change in use from that expressly permitted under such other leasel this Lease; or occupancy agreement, even if such rents and other consideration exceed (viii) Landlord reasonably determines that there is a material risk that the rent payable proposed assignee may be unable to perform all of Tenant's obligations under this Lease by Tenantor the proposed subtenant may be unable to perform all of its obligations under the proposed sublease. Landlord shall have the right to lease the Premises to any other tenant, or not lease the Premises, in its sole and absolute discretion. Landlord and Tenant specifically agree that Landlord's right to terminate foregoing rights and options shall continue throughout the entire term of this Lease under clause (iii) above is a material consideration for Landlord's agreement to enter into this Lease and such right may be exercised in Landlord's sole and absolute discretion and no test of reasonableness shall be applicable theretoLease.

Landlord’s Consent. Xxxxxxxx’s and Tenant’s agreement with regard to Tenant’s right to transfer all or part of its interest in the Premises is as expressly set forth in this Paragraph 13. Xxxxxx agrees that, except upon Xxxxxxxx’s prior written consent, which consent shall not (subject to Landlord’s rights under Paragraph 13.d. below) be unreasonably withheld, conditioned or delayed, or as otherwise provided in Paragraph 13.h. below, neither this Lease nor all or any part of the leasehold interest created hereby shall, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, be assigned, mortgaged, pledged, encumbered or otherwise transferred by Tenant or Tenant’s legal representatives or successors in interest (collectively, an “assignment”) and neither the Premises nor any part thereof shall be sublet or be used or occupied for any purpose by anyone other than Tenant (collectively, a “sublease”). Except for a transfer to an Affiliate pursuant to Paragraph 13.h. below, any assignment or subletting without Landlord’s prior written consent shall, at Landlord’s option, be void and shall constitute an Event of Default entitling Landlord shall have thirty (30) days after Tenant's notice of assignment and/or sublease is received with the financial information to terminate this Lease and to exercise all other remedies available to Landlord under this Lease and at law. The parties hereto agree and acknowledge that, among other circumstances for which Landlord may reasonably requested by Landlord (the ('Section 11.3 Notice") to advise Tenant of Landlord's (i) withhold its consent to such proposed assigrunent or sublease, or (ii) withholding of consent for reasonable reasons to such proposed an assignment or sublease, in which event Landlord's notice it shall be accompanied by reasonable for Landlord to withhold its consent where: (i) the assignment or subletting would materially increase the operating costs for the Building or the burden on the Building services, elevator usage or security concerns in the Building, or create an explanation increased probability of the reason comfort and/or safety of Landlord and other tenants in the Building being compromised or reduced, (ii) the space will be used for such disapprovala school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant’s permitted use is retail sales), a personnel or employment agency, an office or facility of any governmental or quasi-governmental agency or authority, a place of public assembly (including without limitation a meeting center, theater or public forum), any use by or affiliation with a foreign government (including without limitation an embassy or consulate or similar office), or a facility for the provision of social, welfare or clinical health services or sleeping accommodations (whether temporary, daytime or overnight) or for a co-working operation; (iii) election to terminate this Lease as to all of the space proposed to be sublet or as to the entire premises in the event of an assignment , such termination to be effective as of the date of the commencement of the proposed assignment assignee or subletting subtenant (the "Effective Date"). If Landlord shall exercise its termination right hereunderor any person which directly or indirectly controls, Landlord shall have the right to enter into a lease is controlled by, or other occupancy agreement directly is under common control with the proposed assignee or subtenant, and Tenant shall have no right to any ) is a current tenant of the rents Building or other consideration payable by such proposed assignee has negotiated with Landlord within the preceding one hundred 4885-9329-8068.6391320.00007/5-29-24/arb/bwt (22) eighty (180) days (or subtenant under such other leasel or occupancy agreement, even if such rents and other consideration exceed the rent payable under this Lease by Tenant. Landlord shall have the right is currently negotiating with Landlord) to lease space in the Premises Real Property; however, Landlord must have reasonably equivalent space available for lease in the Building within reasonable proximity to any other tenant, the projected commencement date of the proposed sublease or not lease the Premises, assignment in its sole and absolute discretion. Landlord and Tenant specifically agree that Landlord's right order to terminate this Lease withhold consent under clause (iii) above of this subparagraph; (iv) Landlord reasonably disapproves of the proposed assignee’s or subtenant’s reputation or creditworthiness; (v) Landlord reasonably determines that the character of the business that would be conducted by the proposed assignee or subtenant at the Premises, or the manner of conducting such business, would be inconsistent with the character of the Building as a first-class office building; (vi) the proposed assignee or subtenant is an entity or related to an entity with whom Landlord or any affiliate of Landlord has had adverse dealings; (vii) the assignment or subletting may conflict with any exclusive uses granted to other tenants of the Real Property, or with the terms of any easement, covenant, condition or restriction, or other agreement affecting the Real Property; (viii) the assignment or subletting would involve a material consideration for Landlord's agreement change in use from that expressly permitted under this Lease; (ix) Landlord determines that the proposed assignee may be unable to enter into perform all of Tenant’s obligations under this Lease and such right or the proposed subtenant may be exercised in unable to perform all of its obligations under the proposed sublease or (x) as of the date Tenant requests Xxxxxxxx’s consent or as of the date Landlord responds thereto, a breach or default by Tenant under this Lease shall have occurred and be continuing beyond applicable notice and cure periods. Landlord's sole ’s foregoing rights and absolute discretion and no test options shall continue throughout the entire term of reasonableness shall be applicable theretothis Lease.

Landlord’s Consent. Tenant's request for Landlord's consent to any Transfer shall describe the details of the proposed Transfer, including the name, business and financial condition of the prospective Transferee, and the financial terms of the proposed Transfer (e.g., term, rent and security deposit). Landlord shall have thirty (30) days after Tenant's notice of assignment and/or sublease is received with the financial information reasonably requested by Landlord (the ('Section 11.3 Notice") not unreasonably withhold, delay or condition its consent to advise Tenant of a Transfer which requires Landlord's prior approval, but Landlord may, in addition to other factors, consider: (i) consent to such whether the business of the proposed assigrunent or sublease, or Transferee and the proposed use of the Leased Premises is consistent with the Permitted Use; and (ii) withholding of consent for reasonable reasons to such proposed assignment or sublease, in which event Landlord's notice shall be accompanied by an explanation whether the net worth and financial condition of the reason for such disapproval, or (iii) election to terminate this Lease as to all of the space proposed to be sublet or as to the entire premises assignee in the event of an a proposed assignment , is sufficient in Landlord's reasonable opinion for such termination assignee to be effective as able to satisfy its obligations under this Lease. In the case of a proposed assignment (regardless of whether Landlord's consent is required), the assignee shall agree in writing to comply with all of Tenant's obligations under this Lease. Provided Tenant has supplied Landlord with all relevant information required by Landlord to evaluate the Transferee, Landlord's consent shall be given or withheld (and if withheld with reasons therefor) within fifteen (15) business days after a request from Tenant for approval of a Transfer requiring such approval. Landlord's consent is not required for (a) Transfers to any Affiliate; (b) any assignment of this Lease to any successor to substantially all of Tenant's business and assets, including any transfer of Tenant's interest in this Lease by merger, consolidation, operation of law, acquisition of a controlling interest in Tenant or of a substantial part of its assets, liquidation or otherwise; (c) any sublease of all or any portion of the date Surplus Space, provided that (1) Tenant gives Landlord prior written notice of the commencement Transfer, together with a copy of the proposed assignment or subletting (form of Transfer document and evidence that the "Effective Date"). If Landlord shall exercise its termination right hereunder, Landlord shall have the right to enter into a lease or other occupancy agreement directly with the proposed assignee or subtenant, and Tenant shall have no right to any of the rents or other consideration payable by such proposed assignee or subtenant under such other leasel or occupancy agreement, even if such rents and other consideration exceed the rent payable under this Lease by Tenant. Landlord shall have the right to lease the Premises to any other tenant, or not lease the Premises, in its sole and absolute discretion. Landlord and Tenant specifically agree Transfer is one that Landlord's right to terminate this Lease qualifies under clause (iiia), (b) or (c) above is and with respect to a material consideration for Landlord's agreement clause (a) or (b) Transfer satisfies clause (i) above or, with respect to enter into this Lease and such right may be exercised in Landlord's sole and absolute discretion and no test of reasonableness shall be applicable thereto.a clause (b) Transfer under which Tenant ceases to exist as a

Landlord’s Consent. Without otherwise limiting the criteria upon which Landlord may withhold its consent, Landlord shall have thirty be entitled to consider all reasonable criteria including, but not limited to, the following: (301) days after Tenant's notice whether or not the proposed subtenant or assignee is engaged in a business which, and the use of assignment and/or sublease the Premises will be in an manner which, is received in keeping with the financial information reasonably requested then character and nature of all other tenancies in the Building, (2) whether the use to be made of the Premises by Landlord (the ('Section 11.3 Noticeproposed subtenant or assignee will conflict with any so-called ") to advise Tenant exclusive" use then in favor of Landlord's (i) consent to any other tenant of the Building, and whether such proposed assigrunent or subleaseuse would be prohibited by any other portion of this Lease, including, but not limited to, any rules and regulations then in effect, or under applicable Laws, and whether such use imposes a greater load upon the Premises and the Building services then imposed by Tenant, (ii3) withholding of consent for reasonable reasons to such proposed assignment or sublease, in which event Landlord's notice shall be accompanied by an explanation of the reason for such disapproval, or (iii) election to terminate this Lease as to all of the space proposed to be sublet or as to the entire premises in the event of an assignment , such termination to be effective as of the date of the commencement business reputation of the proposed assignment individuals who will be managing and operating the business operations of the assignee or subletting (subtenant, and the "Effective Date"). If Landlord shall exercise its termination right hereunder, Landlord shall have the right to enter into a lease or other occupancy agreement directly with long-term financial and competitive business prospects of the proposed assignee or subtenant, and Tenant shall have no right to any (4) the creditworthiness and financial stability of the rents or other consideration payable by such proposed assignee or subtenant under such in light of the responsibilities involved. In any event, Landlord may withhold its consent to any assignment or sublease, if (i) the actual use proposed to be conducted in the Premises or portion thereof conflicts with the provisions of Section 2.1 above or with any other leasel lease which restricts the use to which any space in the Building may be put, (ii) the proposed assignment or occupancy agreementsublease requires material alterations, even if such rents improvements or additions to the Premises or portions thereof, (iii) the portion of the Premises proposed to be sublet is irregular in shape and/or does not permit safe or otherwise appropriate means of ingress and egress, or does not comply with governmental safety and other consideration exceed codes, (iv) the rent payable proposed sublessee or assignee is either a governmental agency or instrumentality thereof; (v) the proposed sublessee or assignee, or any person or entity which directly or indirectly, controls, is controlled by, or is under common control with, the proposed sublessee or assignee, either (x) occupies space in the Building at the time of the request for consent, or (y) is negotiating with Landlord or has negotiated with Landlord during the six (6) month period immediately preceding the date Landlord receives Tenant's request for consent, to lease space in the Building. As a further condition to any rights Tenant may have under this Lease by Tenant. Landlord shall have the right to lease the Premises to sublet all or any other tenant, or not lease portion of the Premises, in its sole and absolute discretion. Landlord and Tenant specifically agree that shall offer space for sublease at a starting base rental rate no lower than Landlord's right to terminate this Lease under clause (iii) above then current highest asking base rental rate for other space in the Building which is then on the market for direct lease. If there is no space in the Building then currently on the market for direct lease, Tenant shall offer the space for sublease at a material consideration starting base rental rate no lower than a rate which is the average of the starting rate for Landlord's agreement to enter last two new leases and/or renewals in the Building, or if Landlord has not entered into this Lease and such right may be exercised in Landlord's sole and absolute discretion and two new leases and/or renewals within the immediately preceding six month period, then Tenant shall offer the space for sublease at a starting base rental rate no test of reasonableness shall be applicable theretolower than the fair market rental rate.

Landlord’s Consent. Landlord shall have thirty not unreasonably withhold, condition or delay its consent to any proposed Transfer on the terms specified in the Transfer Notice and Landlord shall provide or withhold consent to the Transfer within ten (3010) business days after receipt of the Transfer Notice. If Landlord does not respond to Tenant in writing of its decision within said ten (10) business day period and if such failure continues for an additional three (3) business days after Tenant's notice ’s second written request, Landlord’s consent shall be deemed granted. In no event shall Landlord be deemed to be unreasonable for declining to consent to a Transfer to a transferee jeopardizing directly or indirectly the status of assignment and/or sublease Landlord or any of Landlord’s affiliates as a Real Estate Investment Trust under the Internal Revenue Code of 1986 (as the same may be amended from time to time, the “Revenue Code”) pursuant to the following sentence. Notwithstanding anything contained in this Lease to the contrary, (w) no Transfer shall be consummated on any basis such that the rental or other amounts to be paid by the occupant, assignee, manager or other transferee thereunder would be based, in whole or in part, on the income or profits derived by the business activities of such occupant, assignee, manager or other transferee; (x) Tenant shall not furnish or render any services to an occupant, assignee, manager or other transferee with respect to whom transfer consideration is required to be paid, or manage or operate the Premises or any capital additions so transferred, with respect to which transfer consideration is being paid; (y) Tenant shall not consummate a Transfer with any person in which Landlord owns an interest, directly or indirectly (by applying constructive ownership rules set forth in Section 856(d)(5) of the Revenue Code); and (z) Tenant shall not consummate a Transfer with any person or in any manner that could cause any portion of the amounts received by Landlord pursuant to this Lease or any sublease, license or other arrangement for the right to use, occupy or possess any portion of the Premises to fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Revenue Code, or any similar or successor provision thereto or which could cause any other income of Landlord to fail to qualify as income described in Section 856(c)(2) of the Revenue Code. The parties hereby agree that it shall be reasonable under this Lease and under any applicable law for Landlord to withhold consent to any proposed Transfer where one or more of the following apply, without limitation as to other reasonable grounds for withholding consent: 14.2.1 The Transferee is of a character or reputation or engaged in a business which is not consistent with the quality of the Building or Project; 14.2.2 The Transferee intends to use the Subject Space for purposes which are not permitted under this Lease; 14.2.3 The Transferee is either a governmental agency or instrumentality thereof; 14.2.4 The Transferee is not a party of reasonable financial information reasonably requested by worth and/or financial stability in light of the responsibilities involved under the Lease on the date consent is requested; 14.2.5 The proposed Transfer would cause Landlord (the ('Section 11.3 Notice") to advise be in violation of another lease or agreement to which Landlord is a party, provided that Landlord notified Tenant of such restrictions prior to the date of this Lease; or 14.2.6 Either the proposed Transferee, or any person or entity which directly or indirectly, controls, is controlled by, or is under common control with, the proposed Transferee, is negotiating with Landlord to lease space in the Project at such time, provided in each instance that Landlord has space available to meet such party’s needs within the Project. If Landlord consents to any Transfer pursuant to the terms of this Section 14.2 (and does not exercise any recapture rights Landlord may have under Section 14.4 below), Tenant may within six (6) months after Landlord's ’s consent, enter into such Transfer of the Premises or portion thereof, upon substantially the same terms and conditions as are set forth in the Transfer Notice furnished by Tenant to Landlord pursuant to Section 14.1 above, provided that if there are any changes in the terms and conditions from those specified in the Transfer Notice (i) such that Landlord would initially have been entitled to refuse its consent to such proposed assigrunent or subleaseTransfer under this Section 14.2, or (ii) withholding of consent for reasonable reasons to such which would cause the proposed assignment or sublease, in which event Landlord's notice shall be accompanied by an explanation of the reason for such disapproval, or (iii) election to terminate this Lease as to all of the space proposed Transfer to be sublet or as materially more favorable to the entire premises Transferee than the terms set forth in the event of an assignment Tenant’s original Transfer Notice, such termination to be effective as of the date of the commencement of the proposed assignment or subletting (the "Effective Date"). If Landlord shall exercise its termination right hereunder, Landlord shall have the right to enter into a lease or other occupancy agreement directly with the proposed assignee or subtenant, and Tenant shall have no right again submit the Transfer to any of the rents or other consideration payable by such proposed assignee or subtenant under such other leasel or occupancy agreement, even if such rents Landlord for its approval and other consideration exceed the rent payable action under this Lease by Tenant. Landlord shall have the Article 14 (including Landlord’s right to lease the Premises to any other tenantof recapture, or not lease the Premisesif any, in its sole and absolute discretion. Landlord and Tenant specifically agree that Landlord's right to terminate under Section 14.4 of this Lease under clause (iii) above is a material consideration for Landlord's agreement to enter into this Lease and such right may be exercised in Landlord's sole and absolute discretion and no test of reasonableness shall be applicable theretoLease).

Landlord’s Consent. (a) Xxxxxx's request for consent to any such sublease, assignment or other transfer shall set forth in writing the details of the proposed sublease, assignment or other transfer, including the name, business and financial condition of the prospective transferee (including copies of current financial statements of the prospective transferee), financial details of the proposed transaction (e.g., the term of and the rent, security deposit and any other consideration payable under such proposed assignment, sublease or transfer), and any other information Landlord reasonably may request. Tenant shall have thirty (30) days after Tenant's notice of reimburse Landlord for all expenses, including reasonable attorneys' fees in accordance with Section 12.02 below, incurred in connection with any proposed assignment and/or sublease is received with the financial information reasonably requested by or subletting hereunder. Landlord (the ('Section 11.3 Notice") and Tenant hereby agree that, in determining whether to advise Tenant of Landlord's (i) grant or withhold consent to such proposed assigrunent or sublease, assignment or other transfer, Landlord may consider, without limitation, the following factors, which Landlord and Tenant acknowledge and agree are reasonable: (i) the business of the proposed assignee, sublessee or transferee and the proposed use of the Property; (ii) withholding of consent for reasonable reasons to such proposed assignment or sublease, in which event Landlord's notice shall be accompanied by an explanation the financial strength and the business reputation of the reason for such disapprovalproposed assignee, sublessee or transferee; (iii) election the proposed use, storage, treatment, generation or production of any Hazardous Materials by the proposed assignee, sublessee or transferee; and (iv) Tenant's compliance with all of its obligations under this Lease. Notwithstanding any provisions of this Lease, or any present or future statute, law, rule or ordinance, to terminate the contrary, Landlord and Tenant hereby expressly agree that if a court of competent jurisdiction determines that Landlord unreasonably withheld consent to a proposed sublease, assignment or other transfer by Xxxxxx, then Xxxxxx's sole and exclusive remedy for such breach by Landlord shall be limited to termination of this Lease as to all of the space proposed to be sublet or as to the entire premises in the event of an assignment , such termination to be effective as of the date of the commencement of the proposed assignment or subletting (the "Effective Date"). If Landlord shall exercise its termination right hereundersuch court determination, Landlord shall have and Tenant hereby expressly waives the right to enter into a lease recover any monetary damages of whatever kind for such breach except to the extent provided in Section 12.01 of this Lease. (b) If Tenant assigns or other occupancy agreement directly with subleases, the proposed assignee or subtenant, and following shall apply: (i) Tenant shall have no right pay to any Landlord as Additional Rent under this Lease the Landlord's Share (stated in Section 1.13) of the rents or other consideration payable Profit (defined below) on such transaction as and when received by such proposed Xxxxxx, unless Xxxxxxxx gives written notice to Xxxxxx and the assignee or subtenant under 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 other leasel assignment or occupancy agreementsublease, even if such rents and other consideration exceed including "key" money, monthly rent in excess of the monthly rent payable under this Lease 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 TenantTenant in connection with the execution and performance of such assignment or sublease including reasonable attorneys' fees (not to exceed $1,500), real estate broker's commissions and renovation or construction of tenant improvements required under such assignment or sublease. Landlord shall have Tenant is entitled to recover such reasonable costs and expenses before Tenant is obligated to pay the right to lease the Premises to any other tenant, or not lease the Premises, in its sole and absolute discretion. Landlord and Tenant specifically agree that Landlord's right Share to terminate this Lease under clause (iii) above 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 material consideration for Landlord's agreement to enter into this Lease and such right may be exercised in Landlord's sole and absolute discretion and no test of reasonableness shall be applicable theretopercentage on a square footage basis.

Landlord’s Consent. Landlord shall have thirty not unreasonably withhold or condition its consent to any proposed Transfer of the Subject Space to the Transferee on the terms specified in the Transfer Notice. Landlord shall notify Tenant of Landlord’s consent or reasonable disapproval of any such Transfer within ten (3010) business days after Tenant's notice Xxxxxxxx’s receipt of assignment and/or sublease is received the Transfer Notice and all other information required to be delivered by Tenant to Landlord in connection with such proposed Transfer as set forth in Section 14.1 above. In the financial information reasonably requested event that Xxxxxxxx fails to notify Tenant in writing of such approval or disapproval within such 10-business day period, and such failure continues for an additional three (3) business days after Tenant notifies Landlord of such failure, then Landlord shall be deemed to have approved such Transfer. Following such approval by Landlord (or at Tenant’s option, within such ten (10) and/or three (3) business day periods, as applicable) but prior to the ('Section 11.3 Notice") effective date of any such Transfer, Tenant shall submit to advise Tenant of Landlord for Landlord's ’s reasonable approval, the actual sublease, assignment or other document which will effect such Transfer, which approval Landlord shall not withhold if (i) the terms of such Transfer, as set forth in such Transfer document, are materially the same as the terms for such Transfer in the Transfer Notice previously approved by Landlord, and (ii) Tenant and the Transferee execute and deliver to Landlord Landlord’s standard form of consent to such proposed assigrunent or subleaseTransfer, which shall be substantially in the form of Exhibit K-1 attached hereto if an assignment, or Exhibit K-2 attached hereto if a sublease (ii“Landlord’s Consent”), and Landlord shall, within five (5) withholding business days after receipt of consent for reasonable reasons such Transfer document and Landlord’s Consent executed by Xxxxxx and such Transferee, execute and deliver such Landlord’s Consent to Tenant and such Transferee. If Landlord fails to timely execute and deliver the applicable Landlord’s Consent with respect to such proposed assignment or subleaseTransfer, in which event Landlord's notice Landlord shall be accompanied deemed to have consented to the Transfer document submitted by an explanation Tenant to Landlord. The parties hereby agree that it shall be reasonable under this Lease and under any applicable law for Landlord to withhold consent to any proposed Transfer where one or more of the reason following apply, without limitation as to other reasonable grounds for such disapprovalwithholding consent: 14.2.1 The Transferee is a reputation or engaged in a business which is not consistent with the quality of the Building or the Project; 14.2.2 The Transferee intends to use the Subject Space for purposes which are other than the Permitted Use; or 14.2.3 The Transferee is a governmental agency or instrumentality thereof (herein a “Prohibited Governmental Entity”), or will or may conduct on-site clinical medical operations (iii“On-Site Medical Tenant”) election to terminate this Lease as to all of within the space proposed to be sublet or as to the entire premises in the event of an assignment , such termination to be effective as of the date of the commencement of the proposed assignment or subletting (the "Effective Date")Subject Space. If Landlord shall consents to any Transfer pursuant to the terms of this Section 14.2 (and does not exercise its termination right hereunderany recapture rights Landlord may have under Section 14.4 below), Landlord shall have Tenant may, within six (6) months after Xxxxxxxx’s consent, but not later than the right to expiration of said six (6)-month period, enter into a lease such Transfer of the Premises or other occupancy agreement directly with portion thereof, upon substantially the proposed assignee or subtenantsame terms and conditions as are set forth in the Transfer Notice furnished by Tenant to Landlord pursuant to Section 14.1 of this Lease, provided that if there are any material changes in the terms and conditions from those specified in the Transfer Notice such that Landlord would initially have been entitled to refuse its consent to such Transfer under this Section 14.2, Tenant shall have no right again submit the Transfer to any of the rents or other consideration payable by such proposed assignee or subtenant under such other leasel or occupancy agreement, even if such rents Landlord for its approval and other consideration exceed the rent payable action under this Lease by Tenant. Landlord shall have the right to lease the Premises to any other tenant, or not lease the Premises, in its sole and absolute discretion. Landlord and Tenant specifically agree that Landlord's right to terminate this Lease under clause (iii) above is a material consideration for Landlord's agreement to enter into this Lease and such right may be exercised in Landlord's sole and absolute discretion and no test of reasonableness shall be applicable theretoArticle 14.

Landlord’s Consent. Landlord and Tenant shall have thirty (30) days after Tenant's notice perform their respective obligations with respect to design and construction of assignment and/or sublease is received with any initial improvements to be constructed and installed in the financial information reasonably requested by Landlord Premises (the “Tenant Improvements”), as provided in the Work Letter Agreement attached hereto as Exhibit B. Except for any Tenant Improvements to be constructed by Tenant as provided in the Work Letter Agreement, Tenant shall not make any alterations, improvements or changes to the Premises, including installation of any security system or telephone or data communication wiring ('Section 11.3 Notice") “Alterations”), without Landlord’s prior written consent, provided that Tenant shall not be required to advise Tenant of obtain Landlord's (i) consent to such proposed assigrunent or sublease, or (ii) withholding of ’s consent for reasonable reasons to such proposed assignment or subleaseminor, in which event Landlord's notice shall be accompanied by an explanation non-structural Alterations that (a) do not affect any of the reason for such disapprovalBuilding Systems or Base Building (as defined below), (b) are not visible from the exterior of the Premises, (c) do not affect the water tight character of the Building or its roof, (iiid) election to terminate this Lease as to do not require a building permit, (e) do not move any interior walls or otherwise change the layout of the Premises, (f) do not adversely affect the LEED status of the Building, and (g) cost less than Fifty Thousand Dollars ($50,000) (minor, non-structural Alterations that satisfy all of the space foregoing requirements are hereinafter referred to as “Minor Changes”), so long as Tenant gives Landlord notice of the proposed Minor Change at least fifteen ( 15) days prior to commencing the Minor Change and complies with all of the provisions of this Article 6. Landlord’s right to review and approve (or withhold approval of) Tenant’s plans, drawings, specifications, contractor(s) and other aspects of construction work proposed by Tenant is intended solely to protect Landlord, the Property and Landlord’s interests. No approval or consent by Landlord shall be deemed or construed to be sublet a representation or warranty by Landlord as to the entire premises in the event of an assignment adequacy, such termination to be effective as of the date of the commencement of the proposed assignment sufficiency, fitness or subletting (the "Effective Date"). If Landlord shall exercise its termination right hereunder, Landlord shall have the right to enter into a lease suitability thereof or compliance thereof with applicable Laws or other occupancy agreement directly with the proposed assignee or subtenant, and Tenant shall have no right to any of the rents or other consideration payable by such proposed assignee or subtenant under such other leasel or occupancy agreement, even if such rents and other consideration exceed the rent payable under this Lease by Tenant. Landlord shall have the right to lease the Premises to any other tenant, or not lease the Premises, in its sole and absolute discretion. Landlord and Tenant specifically agree that Landlord's right to terminate this Lease under clause (iii) above is a material consideration for Landlord's agreement to enter into this Lease and such right may be exercised in Landlord's sole and absolute discretion and no test of reasonableness shall be applicable theretorequirements.

Landlord’s Consent. Landlord shall have thirty (30) days after In accordance with Section 14.1 hereof, Landlord, upon receiving Tenant's notice of assignment and/or sublease is received with the financial information reasonably requested by Landlord (the ('Section 11.3 Notice") to advise Tenant of Landlord's (i) consent to such proposed assigrunent or sublease, or (ii) withholding of consent for reasonable reasons to such proposed assignment or sublease, in which event Landlord's notice shall be accompanied by an explanation of the reason for such disapproval, or (iii) election to terminate this Lease as to all of the space proposed to be sublet or as to the entire premises in the event of an assignment , such termination to be effective as of the date of the commencement of the proposed assignment or subletting (the "Effective Date"). If Landlord shall exercise its termination right hereunder, Landlord shall have the right to enter into a lease or other occupancy agreement directly with the proposed assignee or subtenant, and Tenant shall have no right respect to any portion of the rents Premises, will not unreasonably withhold, delay, or other consideration payable by such proposed assignee or subtenant under such other leasel or occupancy agreement, even if such rents and other consideration exceed the rent payable under condition its consent to Tenant's assignment of this Lease or subletting the space covered by Tenantits notice. Landlord shall not be deemed to have the right unreasonably withheld its consent to lease a sublease of all or part of the Premises to any other tenant, or not lease the Premises, in its sole and absolute discretion. Landlord and Tenant specifically agree that Landlord's right to terminate an assignment of this Lease if its consent is withheld because (i) Tenant is then subject to a notice of a material default from Landlord hereunder; (ii) any notice of termination of this Lease or termination of Tenant's possession shall have been given under clause Article 18 hereof; (iii) above the portion of the Premises which Tenant proposes to sublease, including the means of ingress to and egress from and the proposed use thereof, and the remaining portion of the Premises will violate or in any way conflict with any city, state or federal law, ordinance or regulation, including, without limitation, any applicable building code or zoning ordinances, or may require any retrofitting or substantial alteration or modification of the Premises for purposes of compliance with any law, statute or regulation, including, but not limited to, the Occupational Safety and Health Act, the ADA or Environmental Laws; (iv) the proposed use of the Premises by the subtenant or assignee is not a material consideration Permitted Use or in any way amounts to a Prohibited Use; (v) in the good faith reasonable judgment of Landlord, the proposed subtenant or assignee is of a character or is engaged in a business which would be deleterious to the reputation of the Premises; or (vi) the subtenant or assignee is not, in the good faith reasonable judgment of Landlord, sufficiently financially responsible to perform its obligations under the proposed sublease or assignment; provided, however, that the foregoing are merely examples of reasons for Landlord's agreement which Landlord will withhold its consent and shall not be deemed exclusive of any permitted reasons for withholding consent, whether similar to enter into this Lease and such right may be exercised in Landlord's sole and absolute discretion and no test of reasonableness shall be applicable theretoor dissimilar from the foregoing examples.

Landlord’s Consent. (a) Except as hereinafter specifically provided in Section 6.2, Tenant shall not, without first obtaining on each occasion the written consent of the Landlord, which consent Landlord shall have thirty (30) days after Tenant's notice of assignment and/or sublease is received with the financial information reasonably requested by Landlord (the ('Section 11.3 Notice") to advise Tenant of may withhold in Landlord's ’s sole and absolute discretion: (i) consent assign this Lease in whole or in part; (ii) sublet the whole or any part of the Premises, (iii) license any person or entity to use or occupy all or any part of the Premises, (iv) grant any person or entity the use, benefit, enjoyment or right to occupy the whole or any part of the Premises, including without limitation any such proposed assigrunent or subleasearrangement pursuant to a “management contract”, so-called, or (iiv) withholding transfer the whole or any part of the Tenant’s interest hereunder, whether by absolute transfer or transfer by way of security. Notwithstanding the foregoing, Landlord shall not unreasonably withhold or delayed, or unreasonably conditioned, Landlord’s consent for reasonable reasons to such proposed assignment or sublease, in which event Landlord's notice any sublease of less than fifty percent (50%) of the rentable square footage of the Premises. No consent by the Landlord pursuant to this Article VI shall be accompanied by an explanation deemed a waiver of the reason for such disapprovalobligation to obtain Landlord’s consent on any subsequent occasion; no waiver of the restrictions herein, or (iii) election to terminate this Lease as to any portion thereof, shall constitute a waiver or consent in any other instance; and the Tenant shall remain at all times responsible for the performance of all of the space proposed to be sublet terms, condition, covenants or as to the entire premises agreements contained in the event of an assignment , such termination to be effective as of the date of the commencement of the proposed this Lease. Except for any assignment or subletting (pursuant to the "Effective Date")provisions of Section 6.2, the prohibitions against assigning or subletting shall be construed to include a prohibition against any assignment or subletting by operation of law. If In the event the Tenant shall seek Landlord’s consent pursuant to this Article VI, Tenant shall furnish Landlord shall exercise its termination right hereunder, Landlord shall have the right to enter into a lease or other occupancy agreement directly with such information regarding the proposed assignee or subtenantsublessee as the Landlord may reasonably request, including, without limitation, information regarding the financial viability and Tenant shall have no right to any business experience of the rents or other consideration payable by such proposed assignee or subtenant under such other leasel or occupancy agreement, even if such rents and other consideration exceed the rent payable under this Lease by Tenant. Landlord shall have the right to lease the Premises to any other tenant, or not lease the Premises, in its sole and absolute discretion. Landlord and Tenant specifically agree that Landlord's right to terminate this Lease under clause (iii) above is a material consideration for Landlord's agreement to enter into this Lease and such right may be exercised in Landlord's sole and absolute discretion and no test of reasonableness shall be applicable theretosublessee.

Landlord’s Consent. Landlord Tenant shall have thirty (30) days after Tenant's notice of assignment and/or sublease is received with not enter into a Sublet without Landlord’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Any attempted or purported Sublet without Landlord’s prior written consent shall be void and confer no rights upon any third person and, at Landlord’s election, shall terminate this Lease. Each Subtenant shall agree in writing, for the financial information reasonably requested by Landlord (the ('Section 11.3 Notice") to advise Tenant benefit of Landlord's , to assume, to be bound by, and to perform and observe the terms, covenants and conditions of this Lease to be performed and observed by Tenant. Every Sublet shall recite that it is and shall be subject and subordinate to the provisions of this Lease, and that the termination of this Lease shall constitute a termination (at the option of the Landlord) of every such Sublet. Notwithstanding anything contained herein, (i) Tenant shall not be released from personal liability for the performance of any of the terms, covenants and conditions of this Lease by reason of Landlord’s consent to a Sublet unless Landlord specifically grants such proposed assigrunent or subleaserelease in writing (it being agreed that Landlord has no obligation to do so), or and (ii) withholding the parties agree that it shall be reasonable for Landlord to withhold its consent to any proposed Sublet when the proposed Subtenant is an occupant of the Property or is a third party which is already involved in negotiations with Landlord to lease space in the Project, and in either case Landlord has space available that is reasonably suited for such party’s needs. Without limiting the generality of Landlord’s discretion in determining whether it is reasonable to withhold consent for reasonable reasons to such proposed assignment or subleaseany requested Sublet, in which event Landlord's notice it shall be accompanied by an explanation of the reason deemed reasonable for Landlord to withhold such disapproval, or (iii) election to terminate this Lease as to all of the space proposed to be sublet or as to the entire premises in the event of an assignment , such termination to be effective as of the date of the commencement of consent if the proposed assignment or subletting (the "Effective Date"). If Landlord shall exercise its termination right hereunder, Landlord shall have the right to enter into a lease or other occupancy agreement directly with the proposed assignee or subtenant, and Tenant shall have no right to any of the rents or other consideration payable by such proposed assignee or subtenant under such other leasel or occupancy agreement, even if such rents and other consideration exceed the rent payable under this Lease by Tenant. Landlord shall have the right to lease Subtenant would use the Premises to for any use other tenant, or not lease the Premises, in its sole and absolute discretion. Landlord and Tenant specifically agree that Landlord's right to terminate this Lease under clause (iii) above is a material consideration than for Landlord's agreement to enter into this Lease and such right may be exercised in Landlord's sole and absolute discretion and no test of reasonableness shall be applicable theretogeneral office purposes.

Landlord’s Consent. Landlord shall have thirty (30) days after Tenant's notice of assignment and/or sublease is received with the financial information reasonably requested agrees not to unreasonably withhold, delay or condition its consent to any action proposed by Landlord (the ('Tenant pursuant to this Section 11.3 Notice") to advise Tenant of Landlord's 11, provided that (i) consent to such proposed assigrunent the alterations, construction or subleaseinstallation shall not have a material adverse effect on the structure, appearance or use of the Leased Premises or the building in which the Leased Premises are located or Fixtures and the Equipment, in the reasonable judgment of Landlord, (ii) withholding of consent for reasonable reasons to all such proposed assignment or subleasealterations, in which event Landlord's notice construction and installations shall be accompanied by an explanation of the reason for such disapprovalexpeditiously completed in compliance with all legal requirements, or (iii) election all work done in connection with any such alterations, construction or installation shall comply with the requirements of any insurance policy required to terminate this Lease as to be maintained by Tenant hereunder, (iv) Tenant shall promptly pay all costs and expenses of any such alteration, construction or installation and shall discharge all liens filed against any of the space proposed to be sublet Leased Premises or as to the entire premises in the event of an assignment , such termination to be effective as Fixtures and Equipment arising out of the date of same, (v) Tenant shall procure and pay for all permits and licenses required in connection with any such alteration, construction or installation, (vi) such alterations shall comply with any recorded lien or covenant affecting the commencement of the proposed assignment or subletting Leased Premises, and (the "Effective Date"). If vii) Landlord shall exercise its termination right hereunderincur no expense or cost whatsoever in connection with such alterations, Landlord shall have the right to enter into a lease including without limitation, costs for reviewing and approving plans, or tap fees or other occupancy agreement directly with utility fees. Landlord may require, as a condition to its consent to any alterations, reasonable appropriate payments, bonds, assurances and undertakings from Tenant to ensure that all such conditions are satisfied. Notwithstanding the proposed assignee foregoing, it shall not be unreasonable for Landlord to withhold its consent, or subtenantto condition its consent, and Tenant shall have no right if the holder of a mortgage withholds its consent to any of the rents or other consideration payable by such proposed assignee or subtenant under such other leasel or occupancy agreement, even if such rents and other consideration exceed the rent payable under this Lease by Tenant. Landlord shall have the right to lease the Premises to any other tenantforegoing, or not lease the Premises, in its sole and absolute discretion. Landlord and Tenant specifically agree requires that Landlord's right to terminate this Lease under clause (iii) above is a material consideration for Landlord's agreement to enter into this Lease and such right may certain conditions or requirements be exercised in Landlord's sole and absolute discretion and no test of reasonableness shall be applicable theretosatisfied or observed.

Landlord’s Consent. Tenant shall not, either voluntarily or by operation of law, sell, assign or transfer this Lease or sublet the Premises or any part thereof, or assign any right to use the Premises or any part thereof (each a “Transfer”) without the prior written consent of Landlord, which shall not be unreasonably withheld, conditioned or delayed, and any attempt to do so without such prior written consent shall be void and, at Landlord’s option, shall terminate this Lease. If Tenant requests Landlord’s consent to any Transfer, Tenant shall promptly provide Landlord with a copy of the proposed agreement between Tenant and its proposed transferee, which agreement must provide that that the transferee expressly assumes and agrees in writing to be bound by and directly responsible for all of Tenant’s obligations hereunder, and with all such other information concerning the business and financial affairs of such proposed transferee as Landlord may request. Landlord may withhold such consent if the proposed transferee (i) is reasonably unsatisfactory to Landlord as to credit, net worth, character and business or professional standing, (ii) is a person or entity whose possession of the Premises would be inconsistent with Landlord’s commitments with other tenants or with the mix of uses Landlord desires at the Property, or (iii) will not occupy the Premises for the use authorized under this Lease. Landlord’s consent to any such Transfer shall have in no event release Tenant from its liabilities or obligations hereunder nor relieve Tenant from the requirement of obtaining Landlord’s prior written consent to any further Transfer. Landlord’s acceptance of rent from any other person shall not be deemed to be a waiver by Landlord of any provision of this Lease or a consent to any Transfer. Tenant shall be permitted to transfer this Lease or to sublet the Premises without Landlord’s consent to (i) an entity controlling, controlled by or under common control with Tenant; (ii) in connection with a merger or consolidation or (iii) in connection with the sale of all or substantially all of Tenant’s stock or assets, provided that the transferee in such Permitted Transfer has a financial net worth at the time of such transfer equal to or greater than Tenant’s net worth at the date of execution of this Lease (“Permitted Transfer”). Tenant shall notify Landlord within thirty (30) days after Tenant's notice of assignment and/or sublease is received with the financial information reasonably requested by Landlord (the ('Section 11.3 Notice") to advise Tenant of Landlord's (i) consent to any such proposed assigrunent or sublease, or (ii) withholding of consent for reasonable reasons to such proposed assignment or sublease, in which event Landlord's notice shall be accompanied by an explanation of the reason for such disapproval, or (iii) election to terminate this Lease as to all of the space proposed to be sublet or as to the entire premises in the event of an assignment , such termination to be effective as of the date of the commencement of the proposed assignment or subletting (the "Effective Date"). If Landlord shall exercise its termination right hereunder, Landlord shall have the right to enter into a lease or other occupancy agreement directly with the proposed assignee or subtenant, and Tenant shall have no right to any of the rents or other consideration payable by such proposed assignee or subtenant under such other leasel or occupancy agreement, even if such rents and other consideration exceed the rent payable under this Lease by Tenant. Landlord shall have the right to lease the Premises to any other tenant, or not lease the Premises, in its sole and absolute discretion. Landlord and Tenant specifically agree that Landlord's right to terminate this Lease under clause (iii) above is a material consideration for Landlord's agreement to enter into this Lease and such right may be exercised in Landlord's sole and absolute discretion and no test of reasonableness shall be applicable thereto.Permitted Transfer

Landlord’s Consent. Landlord shall have thirty (30) days after Tenant's notice not unreasonably withhold, condition or delay its consent to any proposed Transfer of assignment and/or sublease is received with the financial information reasonably requested by Subject Space to the Transferee on the terms specified in the Transfer Notice. The parties hereby agree that it shall be reasonable under this Lease and under any applicable law for Landlord (to withhold consent to any proposed Transfer where one or more of the ('Section 11.3 Notice") following apply, without limitation as to advise Tenant of Landlord's other reasonable grounds for withholding consent: (i) consent to such proposed assigrunent the Transferee is of a character or subleasereputation or engaged in a business which is not consistent with the quality of the Building, or would be a significantly less prestigious occupant of the Building than Tenant; (ii) withholding of consent the Transferee intends to use the Subject Space for reasonable reasons to such proposed assignment or sublease, in purposes which event Landlord's notice shall be accompanied by an explanation of the reason for such disapproval, or are not permitted under this Lease; (iii) election the Transferee is either a governmental agency or instrumentality thereof; (iv) the Transfer will result in more than a reasonable and safe number of occupants per floor within the Subject Space (provided that the number of occupants per floor would have to terminate this Lease as to all exceed the number of occupants then occupying the space proposed to be sublet or as to the entire premises in the event of an assignment , such termination to be effective Subject Space as of the date of the commencement Transfer); (v) in the case of an assignment, the Transferee is not capable of performing the financial obligations remaining under the Lease on the date consent is requested; (vi) the proposed Transfer would cause Landlord to be in violation of another lease or agreement to which Landlord is a party, or would give an occupant of the Building a right to cancel its lease; (vii) either the proposed Transferee, or any person or entity which directly or indirectly, controls, is controlled by, or is under common control with, the proposed Transferee, (A) occupies space in the Building at the time of the request for consent unless Landlord is unable to accommodate such proposed Transferee's need for additional space, (B) is negotiating with Landlord to lease space in the Building at such time, or (C) has negotiated with Landlord during the twelve (12)-month period immediately preceding the Transfer Notice; or (viii) Landlord has not received assurances acceptable to Landlord that all past due amounts owing by Tenant to Landlord, if any, will be paid and all defaults on the part of Tenant, if any, will be cured prior to the effective date of the proposed assignment or subletting (the "Effective Date"). If Landlord shall exercise its termination right hereunder, Landlord shall have the right to enter into a lease or other occupancy agreement directly with the proposed assignee or subtenant, and Tenant shall have no right to any of the rents or other consideration payable by such proposed assignee or subtenant under such other leasel or occupancy agreement, even if such rents and other consideration exceed the rent payable under this Lease by Tenant. Landlord shall have the right to lease the Premises to any other tenant, or not lease the Premises, in its sole and absolute discretion. Landlord and Tenant specifically agree that Landlord's right to terminate this Lease under clause (iii) above is a material consideration for Landlord's agreement to enter into this Lease and such right may be exercised in Landlord's sole and absolute discretion and no test of reasonableness shall be applicable theretoTransfer.

Landlord’s Consent. Provided that there is then no outstanding Event of Default, Tenant may sublease the Premises or assign its rights and obligations under this Lease to a person or endq that is not an Affiliate with the prior written consent of T andlord; such consent shall not be unreasonably withheld, unless a Facility Mortgagee has approval rights in its loan documents over such assignment rights and the Facility Mortgagee retains the right to exercise its sole discretion, in which case the standard for Landlord shall have thirty (30) days after Tenant's notice of assignment and/or sublease is received with the financial information reasonably requested by Landlord (the ('Section 11.3 Noticealso be ") at its sole discretion". If Tenant wishes to advise Tenant of assign this Lease and Landlord's consent is required hereunder, Tenant shall deliver to Landlord (i) consent to a true and complete copy of the proposed instrument of assignment containing all of the terms and conditions of such proposed assigrunent or subleaseassortment, or (ii) withholding information as to the identity and experience of consent for reasonable reasons to the assignee as Landlord may reasonably require, (iii) such financial information concerning the proposed assignee as Landlord may reasonably require, and (iv) a written agreement, in form reasonably approved by Landlord, between such proposed assignee and Landlord in which such proposed assignee agrees with Landlord to perform and observe all of the terms, covenants and conditions of this Lease from and after the date of such assignment, all of which Landlord may consider in determining whether to grant its consent. Landlord agrees to notify Tenant within fifteen (15) days following delivery of the foregoing information, as to whether or not Landlord shall grant its consent. If Landlord fails to nodfy Tenant in wridng within said 15 day period, Landlord shall be deemed to have consented to said assignment or sublease, in which event . Landlord's notice shall be accompanied by an explanation written consent to any subletting of the reason for such disapproval, or (iii) election to terminate Premises by Tenant shall not constitute an acknowledgment that no default then exists under this Lease as to all of the space proposed obligations to be sublet or performed by Tenant nor shall such consent be deemed a waiver of any then existing default, except as to may be otherwise stated by Landlord at the entire premises in the event of an assignment , such termination to be effective as of the date of the commencement of the proposed assignment or subletting (the "Effective Date")dme. If Landlord shall exercise its termination right hereunderconsents to an assignment, Landlord shall have the right then prior to enter into a lease or other such assignee taking occupancy agreement directly with the proposed assignee or subtenant, and Tenant shall have no right to any of the rents or other consideration payable by such proposed assignee or subtenant under such other leasel or occupancy agreement, even if such rents and other consideration exceed the rent payable under this Lease by Tenant. Landlord shall have the right to lease the Premises to any other tenant, or not lease the Premises, Tenant shall deliver to Landlord an original of the fully-executed instrument of assignment and of the agreement described in its sole and absolute discretion. Landlord and Tenant specifically agree that Landlord's right to terminate this Lease under clause (iiiiv) above is a material consideration for Landlord's agreement to enter into of the preceding paragraph of this Lease and such right may be exercised in Landlord's sole and absolute discretion and no test of reasonableness shall be applicable theretoSection.

Landlord’s Consent. Landlord shall have thirty not unreasonably withhold or condition its consent to any proposed Transfer of the Subject Space to the Transferee on the terms specified in the Transfer Notice and shall grant or refuse such consent within twenty (3020) days after following Landlord's receipt of the Transfer Notice. The parties hereby agree that it shall be reasonable under the Lease, as amended hereby, and under any applicable law for Landlord to withhold consent to any proposed Transfer only where one or more of the following apply: 11.2.1 The Transferee is a political organization or faction or engages in illegal or illicit activity; 11.2.2 The Transferee intends to use the Subject Space for purposes which are not permitted under this Lease; 11.2.3 The Transferee is either a governmental agency or instrumentality thereof; 11.2.4 The Transferee (in the case of an Assignee only) is not a party of reasonable financial worth and/or financial stability in light of the responsibilities to be undertaken in connection with the Transfer on the date consent is requested; 11.2.5 The proposed Transfer would cause a violation of another lease for space in the Building in effect as of the date hereof, or would cause a violation of an exclusive use provision contained in another lease for space in the Building (whether or not in effect as of the date hereof), provided that Landlord shall not grant to any other tenant of the Building the exclusive right to use space in the Building for general office use or for any of the office uses specifically enumerated in the first sentence of Paragraph 8 of the Office Lease (i.e., general office purposes necessary and ordinary Tenant's notice conduct of assignment and/or sublease its magazine, publishing, internet, product licensing, cable television and home video entertainment businesses); 11.2.6 The terms of the proposed Transfer will allow the Transferee to exercise a right of renewal, right of expansion, right of first offer, or other similar right held by Tenant; or 11.2.7 Either the proposed Transferee, or any person or entity which directly or indirectly, controls, is received with controlled by, or is under common control with, the financial information reasonably requested by Landlord (the ('Section 11.3 Notice") to advise Tenant of Landlord's proposed Transferee, (i) consent to such proposed assigrunent or subleaseoccupies space in the Building at the time of the request for consent, or (ii) withholding of consent for reasonable reasons is negotiating with Landlord to lease space in the Building at such time; provided that, in either instance, Landlord has space in the Building available to lease to such proposed assignment Transferee. If Landlord consents to any Transfer pursuant to the terms of this Section 11 (which consent shall not be withheld or subleasedelayed in contravention of the terms of this Section 11), in which event Tenant may within six (6) months after Landlord's notice shall be accompanied by an explanation consent, but not later than the expiration of said six-month period, enter into such Transfer of the reason Premises or portion thereof, upon substantially the same terms and conditions as are set forth in the Transfer Notice furnished by Tenant to Landlord pursuant to Section 11.1, above, provided that if there are any material changes in the terms and conditions from those specified in the Transfer Notice such that Landlord would initially have been entitled to refuse its consent to such Transfer under this Section 11 (including, without limitation, a change in the Transferee specified in the Transfer Notice), Tenant shall again submit the Transfer to Landlord for such disapprovalits approval and other action under this Section 11. Notwithstanding anything to the contrary in this Lease, if Tenant or (iii) election any proposed Transferee claims that Landlord has unreasonably withheld or delayed its consent under this Section 11.2 or otherwise has breached or acted unreasonably under this Section 11, Tenant hereby waives any right at law or equity to terminate this Lease the Lease, as to all of the space proposed to be sublet or as amended hereby, on its own behalf and, to the entire premises in the event of an assignment extent permitted under all applicable laws, such termination to be effective as of the date of the commencement on behalf of the proposed assignment Transferee. Notwithstanding anything to the contrary contained in the Lease, as amended hereby, Tenant shall not sublease the Premises or subletting (assign the "Effective Date"). If Landlord shall exercise its termination right hereunderLease, as amended hereby, to any firm or entity which is a licensed talent agency pursuant to Section 1700.5 of the California Labor Code or any succeeding law; provided, however, Landlord shall have represents that Tenant may assign the right to enter into a lease Lease, as amended hereby, or other occupancy agreement directly with the proposed assignee or subtenant, and Tenant shall have no right to any of the rents or other consideration payable by such proposed assignee or subtenant under such other leasel or occupancy agreement, even if such rents and other consideration exceed the rent payable under this Lease by Tenant. Landlord shall have the right to lease sublease the Premises to any other tenantsuch a firm or entity with the consent of the Broder, or not lease the PremisesKurland, in its sole and absolute discretion. Landlord and Tenant specifically agree that Webb Agency ("Broder"), whxxx consent, pursuant to Landlord's right lease to terminate this Lease under clause (iii) above is a material consideration for Landlord's agreement to enter into this Lease and such right Broder, may not be exercised in Landlord's sole and absolute discretion and no test of reasonableness shall be applicable theretounreasonably withheld.

Landlord’s Consent. Landlord shall have thirty (30) days after Tenant's notice not unreasonably withhold or delay its consent or set additional conditions to any proposed Transfer of assignment and/or sublease the Subject Space to the Transferee on the terms specified in the Transfer Notice. Without limitation as to other reasonable grounds for withholding consent, the parties hereby agree that it shall be reasonable under this Lease and under any applicable law for Landlord to withhold consent to any proposed Transfer where one or more of the following apply: 14.2.1 The Transferee is received of a character or reputation or engaged in a business which is not consistent with the quality of the Building or the Project, 14.2.2 The Transferee intends to use the Subject Space for purposes which are not permitted under this Lease; 14.2.3 The Transferee is either a governmental agency or instrumentality thereof; 14.2.4 The Transferee is not a party of reasonable financial information worth and/or financial stability in light of the responsibilities to be undertaken in connection with the Transfer on the date consent is requested; 14.2.5 The proposed Transfer would cause a violation of another lease for space in the Project, or would give an occupant of the Project a right to cancel its lease, or is a use which conflicts with any so-called "exclusive" then in favor of, or for any use which might reasonably requested be expected to diminish the rent payable pursuant to any percentage rent lease with another tenant of the Project or any other buildings which are in the same complex as the Project; or 14.2.6 The proposed Transferee's use involves the generation, storage, use, treatment or disposal of Hazardous Materials, or has been required by Landlord (any prior landlord, lender, or governmental authority to take remedial action in connection with Hazardous Material contaminating a property if the ('Section 11.3 Notice") contamination resulted from such Transferee's actions or use of the property in question; or Transferee is subject to advise Tenant an enforcement order issued by any governmental authority in connection with the use, disposal, or storage of Landlord's a Hazardous Material; or 14.2.7 Either the proposed Transferee, or any person or entity which directly or indirectly, controls, is controlled by, or is under common control with, the proposed Transferee, (i) consent to such proposed assigrunent or subleaseoccupies space in the Project at the time of the request for consent, or (ii) withholding is negotiating with Landlord or has negotiated with Landlord during the six (6) month period immediately preceding the date Landlord receives the Transfer Notice, to lease space in the Project. If Landlord consents to any Transfer pursuant to the terms of this Section 14.2 (and does not exercise any recapture rights Landlord may have under Section 14.4 of this Lease), Tenant may within six (6) months after Landlord's consent, but not later than the expiration of said six-month period, enter into such Transfer of the Premises or portion thereof, upon substantially the same terms and conditions as are set forth in the Transfer Notice furnished by Tenant to Landlord pursuant to Section 14.1 of this Lease, provided that if there are any changes in the terms and conditions from those specified in the Transfer Notice (i) such that Landlord would initially have been entitled to refuse its consent for reasonable reasons to such proposed assignment or sublease, in which event Landlord's notice shall be accompanied by an explanation of the reason for such disapprovalTransfer under this Section 14.2, or (iiiii) election which would cause the proposed Transfer to be more favorable to the Transferee than the terms set forth in Tenant's original Transfer Notice, Tenant shall again submit the Transfer to Landlord for its approval and other action under this Article 14 (including Landlord's right of recapture, if any, under Section 14.4 of this Lease). Notwithstanding anything to the contrary in this Lease, if Tenant or any proposed Transferee claims that Landlord has unreasonably withheld or delayed its consent under Section 14.2 or otherwise has breached or acted unreasonably under this Article 14, their sole remedies shall be a suit for declaratory judgment and an injunction for the relief sought without any monetary or consequential damages, and Tenant hereby waives all other remedies, including, without limitation, any right at law or equity to terminate this Lease as to all of the space proposed to be sublet or as Lease, on its own behalf and, to the entire premises in the event of an assignment extent permitted under all applicable laws, such termination to be effective as of the date of the commencement on behalf of the proposed assignment or subletting (the "Effective Date"). If Landlord shall exercise its termination right hereunder, Landlord shall have the right to enter into a lease or other occupancy agreement directly with the proposed assignee or subtenant, and Tenant shall have no right to any of the rents or other consideration payable by such proposed assignee or subtenant under such other leasel or occupancy agreement, even if such rents and other consideration exceed the rent payable under this Lease by Tenant. Landlord shall have the right to lease the Premises to any other tenant, or not lease the Premises, in its sole and absolute discretion. Landlord and Tenant specifically agree that Landlord's right to terminate this Lease under clause (iii) above is a material consideration for Landlord's agreement to enter into this Lease and such right may be exercised in Landlord's sole and absolute discretion and no test of reasonableness shall be applicable theretoTransferee.

Landlord’s Consent. Landlord Except as otherwise provided in Sections 9.4 and 9.5 below, Tenant shall have thirty (30) days after Tenant's notice the right to assign this Lease or sublease all or part of assignment and/or sublease is received the Premises only with the financial information reasonably requested by Landlord (the ('Section 11.3 Notice") to advise Tenant of Landlord's prior written consent. Such consent shall not be unreasonably withheld, conditioned or delayed by Landlord, subject to all of the following terms and conditions: (a) Tenant shall provide Landlord with: (i) consent to such proposed assigrunent or sublease, or (ii) withholding written notice of consent for reasonable reasons to such any proposed assignment or sublease; (ii) documentation regarding the proposed assignee's or subtenant's financial condition and capability, in which event Landlord's notice shall be accompanied by an explanation nature of the reason for such disapproval, or business and past tenancy references; (iii) election to terminate this Lease as to all of the space proposed to be sublet or as to the entire premises in the event of an assignment , such termination to be effective as of the date of the commencement economic and other material terms of the proposed assignment or subletting sublease; (the "Effective Date"). If iv) Tenant's current financial condition and capability; and (v) such other information as Landlord shall exercise its termination right hereundermay reasonably request. (b) In determining whether to approve a proposed assignment or sublease, Landlord shall have the right to enter into a lease or other occupancy agreement directly with consider the following factors: (i) the financial condition and capability of Tenant and the proposed assignee or subtenant, and Tenant shall have no right to any sublessee; (ii) the similarity of the rents proposed assignee's or other consideration payable by such sublessee's business to Tenant's current business; (iii) the nature, quality and character of the proposed assignee or subtenant under sublessee; and (iv) such other leasel or occupancy agreementfactors as are recognized as being commercially reasonable. (c) Within ten business days after receipt of Tenant's complete submission under Section 9.1(a), even if such rents and other consideration exceed the rent payable under this Lease by Tenant. Landlord shall have the right to lease the Premises to any other tenant, notify Tenant whether or not lease it consents to the Premisesproposed assignment or sublease. If Landlord notifies Tenant that it withholds consent, in its sole such notice shall describe with reasonable specificity the grounds for withholding such consent. If Landlord fails to notify Tenant within the ten-business day period whether or not it consents to the proposed assignment or sublease, Tenant shall give Landlord written notice that it has not received a response, and absolute discretion. if Landlord and fails to notify Tenant specifically agree that Landlord's right within five business days thereafter whether or not it consents to terminate this Lease under clause (iii) above is a material consideration for Landlord's agreement to enter into this Lease and such right may be exercised in Landlord's sole and absolute discretion and no test of reasonableness the proposed assignment or sublease, it shall be applicable theretodeemed to have withheld its consent.

Landlord’s Consent. Landlord shall have thirty Tenant may install, maintain, replace, remove, use or modify communications or computer wires, cables and related devices (30collectively, the “Lines”) days after Tenant's notice of assignment and/or sublease is received with at the financial information reasonably requested by Landlord (the ('Section 11.3 Notice") to advise Tenant of Landlord's (i) consent to such proposed assigrunent Building in or sublease, or (ii) withholding of consent for reasonable reasons to such proposed assignment or sublease, in which event Landlord's notice shall be accompanied by an explanation of the reason for such disapproval, or (iii) election to terminate this Lease as to all of the space proposed to be sublet or as to the entire premises in the event of an assignment , such termination to be effective as of the date of the commencement of the proposed assignment or subletting (the "Effective Date"). If Landlord shall exercise its termination right hereunder, Landlord shall have the right to enter into a lease or other occupancy agreement directly with the proposed assignee or subtenant, and Tenant shall have no right to any of the rents or other consideration payable by such proposed assignee or subtenant under such other leasel or occupancy agreement, even if such rents and other consideration exceed the rent payable under this Lease by Tenant. Landlord shall have the right to lease the Premises to any other tenant, or not lease exclusively serving the Premises, only with Landlord’s prior written consent, which consent may be withheld in its Landlord’s sole and absolute discretion. Any request for consent under this Section, shall contain detailed plans, schematics, specifications identifying all work to be performed, the time schedule for completion of the work, the identity of the entity that will provide service to the Lines and the identity of the entity that will perform the proposed work (which entity shall be subject to Landlord’s approval). Landlord shall have a reasonable time in which to evaluate the request after it is submitted by Tenant. Landlord may condition its consent, among other things, by requiring (i) that Tenant remove existing Lines located in or serving the Premises, and (ii) Tenant’s proposed service provider to pay reasonable monetary compensation for the use and occupation of the Building. Once Landlord’s consent is obtained, Landlord’s consent shall not be required for subsequent moves, additions or changes when the equipment being installed, repaired or maintained is not located in an area in which any telecommunications Lines or equipment of any other tenant or of Landlord are located. 35.1.1. Landlord’s approval of, or requirements concerning, the Lines or any equipment related thereto, the plans, specifications or designs related thereto, the contractor or subcontractor, or the work performed hereunder, shall not be deemed a warranty as to the adequacy thereof and Landlord hereby disclaims any responsibility or liability for the same. Landlord disclaims all responsibility for the condition or utility of the intra-building cabling network (ICN) and makes no representation regarding the suitability of the ICN for Tenant’s intended use. 35.1.2. If Landlord consents to Tenant’s proposal, Tenant specifically agree that shall: (a) pay all costs in connection therewith (including all costs related to new Lines); (b) comply with all requirements and conditions of this Section; (c) install, use, maintain and operate the Lines and related equipment in accordance with and subject to all laws governing the Lines and equipment (Laws). Tenant shall further insure that: (i) Tenant’s contractor complies with the provisions of this Section and Landlord's right to terminate this Lease under clause ’s reasonable requirements governing any work performed; (ii) Tenant’s contractor provides all insurance required by Landlord; (iii) above any work performed shall comply with all Laws; and (iv) as soon as the work is completed, Tenant shall submit “as-built” drawings to Landlord. 35.1.3. Notwithstanding anything herein to the contrary, if Tenant at any time uses any equipment that may create an electromagnetic field exceeding the normal insulation ratings of ordinary twisted pair riser cable or cause a material consideration for Landlord's agreement radiation higher than normal background radiation, Landlord reserves the right to enter into this Lease and require Tenant to appropriately insulate the Lines therefor (including riser cables) to prevent such right may excessive electromagnetic fields or radiation, or cause such Lines to be exercised in Landlord's sole and absolute discretion and no test of reasonableness shall be applicable theretoremoved from the property if it is not possible to insulate the Lines.

Landlord’s Consent. (a) Tenant shall not make or permit to be made any alterations, additions or improvements (singularly and collectively "Alterations") to or of the Building or the Premises or any part thereof without the prior written consent of Landlord in each instance. However, Landlord's consent shall not be required for minor decorations of the Premises such as wall coverings and wall hangings, built-in cabinetry and movable partitions, nor for the installation of furnishings and, subject to the provisions of Section 11.2, office or other equipment, nor for any interior non-structural alteration costing less than $20,000 for any project or series of related alterations. (b) Landlord will not unreasonably withhold its consent to any Alterations provided and upon the condition that all of the following conditions shall be satisfied: (i) the Alterations do not affect the outside appearance of the Building; (ii) the Alterations are nonstructural and do not impair the strength of the Building or any part thereof; (iii) the Alterations are to the interior of the Premises and do not adversely affect any part of the Building outside of the Premises; (iv) the Alterations do not affect the proper functioning of the heating, ventilating and air conditioning ("HVAC"), mechanical, electrical, sanitary or other utilities, systems and services of the Building, or materially increase the usage thereof by Tenant; (v) Landlord shall have thirty approved the final plans and specifications for the Alterations and all contractors who will perform them, which approval shall not be unreasonably withheld, conditioned or delayed; (30vi) days after Tenant pays to Landlord the reasonable costs and expenses actually incurred by Landlord in reviewing Tenant's notice of assignment and/or sublease is received with the financial information reasonably requested by Landlord (the ('Section 11.3 Notice") to advise Tenant of Landlord's (i) consent to such proposed assigrunent or sublease, or (ii) withholding of consent for reasonable reasons to such proposed assignment or sublease, in which event Landlord's notice shall be accompanied by an explanation of the reason for such disapproval, or (iii) election to terminate this Lease as to plans and specifications. Unless all of the space proposed to be sublet or as to the entire premises in the event of an assignment , such termination to be effective as of the date of the commencement of the proposed assignment or subletting (the "Effective Date"). If Landlord shall exercise its termination right hereunderforegoing conditions are satisfied, Landlord shall have the right to enter into a lease or other occupancy agreement directly with withhold its consent to the proposed assignee or subtenant, and Tenant shall have no right to any of the rents or other consideration payable by such proposed assignee or subtenant under such other leasel or occupancy agreement, even if such rents and other consideration exceed the rent payable under this Lease by Tenant. Landlord shall have the right to lease the Premises to any other tenant, or not lease the Premises, in its sole and absolute discretion. Landlord and Tenant specifically agree that Landlord's right to terminate this Lease under clause (iii) above is a material consideration for Landlord's agreement to enter into this Lease and such right may be exercised Alterations in Landlord's sole and absolute discretion discretion. Notwithstanding the foregoing, any structural or non-structural changes to the existing Building involving welding are discouraged and are not to be undertaken without the prior consent of the Landlord. (c) Not less than ten (10) days nor more than twenty (20) days prior to commencement of any Alterations, Tenant shall notify Landlord of the work commencement date so that Landlord may post notices of non-responsibility about the Premises. All Alterations must comply with all Laws, the other terms of this Lease, and the final plans and specifications approved by Landlord, and Tenant shall fully and promptly comply with and observe the rules and regulations of Landlord then in force and applicable to the Tenant hereunder with respect to the making of Alterations. Landlord's review and approval of Tenant's plans and specifications are solely for Landlord's benefit. Landlord shall have no test duty toward Tenant, nor shall Landlord be deemed to have made any representation or warranty to Tenant, with respect to the safety, adequacy, correctness, efficiency or compliance with Laws of reasonableness shall be applicable theretothe design of the Alterations, the plans and specifications therefor, or any other matter regarding the Alterations.

Landlord’s Consent. Landlord and Tenant shall have thirty (30) days after Tenant's notice perform their respective obligations with respect to design and construction of assignment and/or sublease is received with any initial improvements to be constructed and installed in the financial information reasonably requested by Landlord Premises (the “Tenant Improvements”), as provided in the Work Letter Agreement attached hereto as Exhibit B. Except for any Tenant Improvements to be constructed by Tenant as provided in the Work Letter Agreement, Tenant shall not make any alterations, improvements or changes to the Premises, including installation of any security system or telephone or data communication wiring ('Section 11.3 Notice") “Alterations”), without Landlord’s prior written consent. Notwithstanding the foregoing, Tenant shall not be required to advise Tenant of obtain Landlord's (i) consent to such proposed assigrunent or sublease, or (ii) withholding of ’s prior consent for reasonable reasons to such proposed assignment or subleaseminor, in which event Landlord's notice shall be accompanied by an explanation non-structural Alterations that (a) do not affect any of the reason for such disapprovalBuilding Systems or Base Building (as defined below), (b) are not visible from the exterior of the Premises, (c) do not affect the water tight character of the Building or its roof, (iiid) election to terminate this Lease as to do not require a building permit, (e) do not move any interior walls or otherwise change the layout of the Premises, and (f) cost less than Ten Thousand Dollars ($10,000) (minor, non-structural Alterations that satisfy all of the space foregoing requirements are hereinafter referred to as “Minor Changes”) so long as Tenant gives Landlord notice of the proposed Minor Change at least ten (10) days prior to commencing the Minor Change and complies with all of the provisions of this Article 6. Landlord’s right to review and approve (or withhold approval of) Tenant’s plans, drawings, specifications, contractor(s) and other aspects of construction work proposed by Tenant is intended solely to protect Landlord, the Property and Landlord’s interests. No approval or consent by Landlord shall be deemed or construed to be sublet a representation or warranty by Landlord as to the entire premises in the event of an assignment adequacy, such termination to be effective as of the date of the commencement of the proposed assignment sufficiency, fitness or subletting (the "Effective Date"). If Landlord shall exercise its termination right hereunder, Landlord shall have the right to enter into a lease suitability thereof or compliance thereof with applicable Laws or other occupancy agreement directly with the proposed assignee or subtenant, and Tenant shall have no right to any of the rents or other consideration payable by such proposed assignee or subtenant under such other leasel or occupancy agreement, even if such rents and other consideration exceed the rent payable under this Lease by Tenant. Landlord shall have the right to lease the Premises to any other tenant, or not lease the Premises, in its sole and absolute discretion. Landlord and Tenant specifically agree that Landlord's right to terminate this Lease under clause (iii) above is a material consideration for Landlord's agreement to enter into this Lease and such right may be exercised in Landlord's sole and absolute discretion and no test of reasonableness shall be applicable theretorequirements.

Landlord’s Consent. 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 and Gemini Air Cargo, L.L.C., without the prior written consent of Landlord which consent shall have thirty (30) days after Tenant's notice of assignment and/or sublease is received with the financial information reasonably requested by Landlord (the ('Section 11.3 Notice") to advise not be unreasonably, withheld, delayed or conditioned. When Tenant of requests Landlord's (i) ' consent to such proposed assigrunent or sublease, or (ii) withholding of consent for reasonable reasons to such proposed assignment or sublease, it shall notify Landlord in which event Landlord's notice shall be accompanied by an explanation writing of (i) the reason for such disapproval, or (iii) election to terminate this Lease as to all name and address of the space proposed to be sublet or as to the entire premises in the event of an assignment , such termination to be effective as of the date of the commencement of the proposed assignment or subletting (the "Effective Date"). If Landlord shall exercise its termination right hereunder, Landlord shall have the right to enter into a lease or other occupancy agreement directly with the proposed assignee or subtenant, ; (ii) the nature and Tenant shall have no right to any character of the rents or other consideration payable by such business of the proposed assignee or subtenant under such subtenant; (iii) financial information including financial statements of the proposed assignee or subtenant; and (iv) a copy of the proposed sublet or assignment agreement. Tenant shall thereafter immediately provide to Landlord any and all other leasel or occupancy agreement, even if such rents information and other documents reasonably requested by Landlord in order to assist Landlord with its consideration exceed the rent payable under this Lease by of Tenant's request hereunder. Landlord shall have the right option (to lease be exercised within twenty (20) days from the submission of Tenant's request and receipt of all other information requested hereunder) to cancel this Lease as it affects the portion of the Premises to any other tenantbe 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, or not lease the Premises, in its sole and absolute discretion. Landlord and Tenant specifically agree that Landlord's right consent to terminate this Lease under clause (iii) above is a material consideration for Landlord's agreement to enter into this Lease and such right may any proposed assignment or sublease shall not be exercised in Landlord's sole and absolute discretion and no test of reasonableness shall be applicable theretounreasonably withheld.

Landlord’s Consent. Landlord will not unreasonably withhold or delay its consent to Tenant’s assignment of this Lease or subletting the space leased hereunder. Landlord shall not be deemed to have thirty unreasonably withheld its consent to a sublease of all or part of the Premises or an assignment of this Lease if its consent is withheld because: (30a) days after Tenant's Tenant is then in default beyond any applicable grace period hereunder; (b) any notice of assignment and/or sublease is received termination of this Lease or termination of Tenant’s possession shall have been given under Article 18 hereof; (c) the portion of the Premises which Tenant proposes to sublease, including the means of ingress to and egress from and the proposed use thereof, or the remaining portion of the Premises will violate any city, state or federal law, ordinance or regulation, including, without limitation, any applicable building code or zoning ordinances; (d) the proposed use of the Premises by the subtenant or assignee does not conform with the financial information uses permitted by this Lease; (e) in the reasonable judgment of Landlord, the proposed subtenant or assignee is of a character or is engaged in a business which would be deleterious to the reputation of the Premises, or the subtenant or assignee is not sufficiently financially responsible to perform its obligations under the proposed sublease or assignment; provided, however, that the foregoing are merely examples of reasons for which Landlord may withhold its consent and shall not be deemed exclusive of any permitted reasons for reasonably requested withholding consent, whether similar to or dissimilar from the foregoing examples. Any consent by Landlord (the ('Section 11.3 Notice") to advise Tenant of Landlord's (i) consent to such proposed assigrunent or sublease, or (ii) withholding of consent for reasonable reasons to such a proposed assignment or sublease, sublease shall in which any event Landlord's notice shall be accompanied by an explanation of the reason for such disapproval, or (iii) election to terminate this Lease as to all of the space proposed to be sublet or as subject to the entire premises in the event terms of an assignment , such termination to be effective as of the date of the commencement of the proposed assignment or subletting (the "Effective Date"). If Landlord shall exercise its termination right hereunder, Landlord shall have the right to enter into a lease or other occupancy agreement directly with the proposed assignee or subtenant, and Tenant shall have no right to any of the rents or other consideration payable by such proposed assignee or subtenant under such other leasel or occupancy agreement, even if such rents and other consideration exceed the rent payable under this Lease by Tenant. Landlord shall have the right to lease the Premises to any other tenant, or not lease the Premises, in its sole and absolute discretion. Landlord and Tenant specifically agree that Landlord's right to terminate this Lease under clause (iii) above is a material consideration for Landlord's agreement to enter into this Lease and such right may be exercised in Landlord's sole and absolute discretion and no test of reasonableness shall be applicable theretoSection 14.2 hereinabove.

Landlord’s Consent. If Landlord does not elect one (1) of the two (2) options provided in Subsection 14.(c), Landlord shall not unreasonably withhold or delay its consent to a proposed Transfer. Landlord shall be deemed to have thirty reasonably withheld its consent to any proposed transfer unless all of the following conditions have been established to Landlord's reasonable satisfaction: (30i) days after Tenant's notice The Proposed Transferee has sufficient financial wherewithal to discharge its obligations under this Lease and the proposed agreement of assignment and/or sublease or the sublease, as the case may be and as determined by Landlord's criteria for selecting Building Project tenants and has a net worth,, experience, and reputation which is received with not less than the financial information reasonably requested by Landlord greater of (1) the net worth, experience, and reputation which Tenant had on the Commencement Date, or ('Section 11.3 Notice"2) the net worth, experience, and reputation of Tenant immediately prior to advise Tenant the request for Landlord's consent to the proposed Transfer. (ii) The Proposed Transfer shall not, in Landlord's reasonable judgment, cause physical harm to the Building or harm to the reputation of the Building which would result in an impairment of Landlord's (i) consent ability to such proposed assigrunent lease space in the Building or sublease, or (ii) withholding a diminution in the rental value of consent for reasonable reasons to such proposed assignment or sublease, space in which event Landlord's notice shall be accompanied by an explanation of the reason for such disapproval, or Building. (iii) election to terminate The proposed use of the Premises by the Proposed Transferee will be a use permitted under this Lease as and will not violate any restrictive covenants or exclusive use provisions applicable to all Landlord. (iv) The Proposed Transferee shall not be any person or entity which shall at that time be a tenant, subtenant, or other occupant of any part of the Building Project, or who dealt with Landlord or Landlord's agent (directly or through a broker) with respect to space in the Building during the six (6) months immediately preceding Tenant's request for Landlord's consent. (v) The proposed to be sublet use of the Premises by the Proposed Transferee will not require alterations or as additions to the entire premises in Premises or the event Building Project to comply with applicable law or governmental requirements and will not negatively affect insurance requirements or impose environmental risks. (vi) Any mortgagee of an assignment the Building will consent to the proposed Transfer. (vii) There shall be no default by Tenant, beyond any applicable grace period, under any of the terms, covenants, and conditions of this Lease at the time that Landlord's consent to any such termination to be effective as of transfer is requested and on the date of the commencement of the term of any such proposed assignment or subletting (transfer. Tenant acknowledges that the "Effective Date")foregoing is not intended to be an exclusive list of the reasons for which Landlord may reasonably withhold its consent to a proposed transfer. If Landlord shall exercise its termination right hereunderTenant expressly, Landlord shall have the right to enter into a lease or other occupancy agreement directly with the proposed assignee or subtenantknowingly, and voluntarily waives any right, claim, or remedy otherwise available to Tenant for money damages (nor shall have no right Tenant claim any money damages by way of set-off, counterclaim, or defense) based upon any claim or assertion by Tenant that Landlord has unreasonably withheld or unreasonably delayed its consent or approval to any of the rents proposed transfer pursuant to this Lease. Tenant's sole remedy in such an event shall be to institute an action or other consideration payable by such proposed assignee or subtenant under such other leasel or occupancy agreementproceeding seeking specific performance, even if such rents and other consideration exceed the rent payable under this Lease by Tenant. Landlord shall have the right to lease the Premises to any other tenantinjunctive relief, or not lease the Premises, in its sole and absolute discretion. Landlord and Tenant specifically agree that Landlord's right to terminate this Lease under clause (iii) above is a material consideration for Landlord's agreement to enter into this Lease and such right may be exercised in Landlord's sole and absolute discretion and no test of reasonableness shall be applicable theretodeclaratory judgment.

Landlord’s Consent. (1) If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall have include (a) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than two hundred ten (210) days after Tenant's notice the date of assignment and/or sublease delivery of the Transfer Notice, (b) all of the terms of the proposed Transfer, which shall include the consideration therefor and a description of the portion of the Premises to be transferred (if a proposed sublease), (c) final drafts of all documents effectuating the proposed Transfer (provided that Tenant shall not be required to disclose any documents in any manner which would constitute a violation of the rules and regulations of the U.S. Securities and Exchange Commission or any other applicable Laws), and (d) the name and address of the proposed Transferee, current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee, and any other information required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business, and proposed use of the Premises. (2) In the event Landlord does not exercise its options pursuant to Section 17.5 below to recapture the Premises or terminate this Lease in whole or in part, Landlord’s consent to a proposed Transfer shall not be unreasonably withheld, conditioned or delayed; provided, however, that (a) there shall not be an Event of Default that remains uncured; (b) in Landlord’s reasonable judgment the proposed Transferee is received engaged in a business which is in keeping with the then standards of the Building and the Property and the proposed use is limited to the Permitted Use; (c) the proposed Transferee is a reputable entity and has sufficient financial information reasonably requested worth and stability in light of the responsibilities to be undertaken, based on evidence provided by Tenant (and others) to Landlord, as determined by Landlord in its reasonable discretion; (the ('Section 11.3 Notice"d) so long as Landlord has comparable space to advise Tenant of Landlord's lease to said proposed Transferee neither (i) consent to such the proposed assigrunent or sublease, or Transferee nor (ii) withholding any person or entity which, directly or indirectly, controls, is controlled by, or is under common control with, the proposed Transferee, is then an occupant of consent for reasonable reasons any part of the Property; (e) the proposed Transferee is not a person or entity with whom Landlord is then, or during the preceding six (6) months has been, actively negotiating to lease space at the Property so long as Landlord has comparable space to lease to said proposed Transferee neither; (f) the proposed Transfer shall be in form reasonably satisfactory to Landlord and shall comply with the applicable. provisions of Section 17; (g) Tenant shall not have advertised or publicized in any way the availability of the Premises at rental rate less than the base rent and additional rent at which Landlord is then offering to lease other space located in the Building without prior notice to and approval by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed; provided, however, that the prohibition contained in this clause (g) shall not apply to Tenant discussing any such availability with, or sending proposals to, any prospective Transferee; (h) with respect to a proposed assignment or sublease, the proposed sublease involves, in which event Landlord's notice shall be accompanied by an explanation ’s reasonable judgment, a portion of the reason for such disapprovalPremises which is independently leasable space; (i) with respect to and after taking into account a proposed sublease, or there will not be more than two (iii2) election to terminate this Lease as to all different entities (including Tenant) occupying the Premises; (j) the character of the space proposed business to be sublet conducted or as to the entire premises in the event of an assignment , such termination to be effective as proposed use of the date of Premises by the commencement proposed Transferee or the identity of the proposed assignment Transferee will not create or subletting increase the likelihood of any labor disputes, disharmony, strikes or any other form of protests occurring at the Property; (the "Effective Date"). If Landlord shall exercise its termination right hereunder, Landlord shall have the right to enter into a lease or other occupancy agreement directly with k) the proposed assignee Transfer shall not have (or subtenant, and Tenant shall have no right to potentially have) any adverse effect on any real estate investment trust qualification requirements of Landlord or any of its Affiliates or otherwise cause Landlord or any of its Affiliates to be in violation of any Laws to which Landlord or such Affiliate is subject, including the rents Employment Retirement Income Security Act of 1974; (1) the holder of any Superior Mortgage and/or Superior Lease, as applicable, consents to such Transfer; and (m) neither the identity nor business of the proposed Transferee would cause Landlord to be in violation of any covenant or other consideration payable by such proposed assignee or subtenant under such other leasel or occupancy agreement, even if such rents and other consideration exceed restriction contained in another lease at the rent payable under this Lease by Tenant. Landlord shall have the right to lease the Premises to any other tenant, or not lease the Premises, in its sole and absolute discretion. Landlord and Tenant specifically agree that Landlord's right to terminate this Lease under clause (iii) above is a material consideration for Landlord's agreement to enter into this Lease and such right may be exercised in Landlord's sole and absolute discretion and no test of reasonableness shall be applicable theretoProperty.

Landlord’s Consent. Except as provided herein, Tenant shall not assign its interests hereunder, sublease all or any portion of the Premises (for purposes of this Lease, a license shall be deemed to be a sublease), or list the Premises or any part thereof as available for assignment or sublease with any broker or agent or otherwise advertise, post, communicate or solicit prospective assignees or subtenants through any direct or indirect means, or allow any other person to use or occupy any portion of the Premises, without the prior written consent of Landlord, which shall not be unreasonably withheld, delayed or conditioned, except that Landlord shall not, under any circumstances, be obligated to consent to any assignment or subletting by Tenant (i) to any other tenant of the Building, so long as Landlord then has or will (as of the effective date of Tenant’s proposed assignment or subletting) have additional comparable space available in the Building to lease to such other tenant, (ii) by operation of Law (subject to Article 16.B. below) or (iii) to any person who fails to meet any of the other reasonable criteria of Landlord that Tenant was required to meet prior to the execution of this Lease. Without limiting the generality of the foregoing, it shall be reasonable for Landlord to deny consent if: (1) The financial strength of the proposed assignee, both in terms of net worth and in terms of reasonably anticipated cash flow over the Lease Term, is not reasonably acceptable to Landlord, taking into account the fact that Tenant would still be liable under the terms of this Lease (unless Tenant is released by Landlord as provided herein). (2) The proposed assignee or subtenant will burden the Premises and/or Building Common Areas to an extent substantially in excess of that of typical office tenants of the Building, whether through disproportionate demand for landlord services or utilities, disproportionate bearing weights on floor areas, disproportionate parking requirements, deterioration of floors or other elements of the Building, or otherwise. (3) The proposed assignee or subtenant intends to make substantial alterations to the Premises which would, in Landlord’s reasonable judgment, result in a material net decrease in the value of the Premises as improved. (4) The proposed assignee’s or subtenant’s use of the Premises will not, in Landlord’s commercially reasonable judgment, be compatible with the uses of the other tenants in the Building or will be appropriate for a Class A office building. (5) The use to be made of the Premises by the proposed assignee or subtenant is for other than general or professional business offices and is (A) not generally consistent with the character and nature of all other tenancies in the Office Component, or (B) a use which conflicts with any so-called “exclusive” then in favor of, or for any use which is the same as that stated in any percentage rent lease to, another tenant of the Building, or (C) a use which would be prohibited by any other portion of this Lease (including, but not limited to, any rules and regulations then in effect). (6) The proposed assignee or subtenant is either a governmental agency or instrumentality thereof. (7) Either the proposed assignee or subtenant or any person or entity which controls, is controlled by or is under common control with the proposed assignee or subtenant (A) occupies space in the Building at the time of the request for consent, and Landlord then has or will (as of the effective date of Tenant’s proposed assignment or subletting) have additional comparable space available in the Building to lease to such proposed assignee or subtenant, or (B) is negotiating with Landlord or has negotiated with Landlord during the six (6) month period immediately preceding the date of the proposed transfer, to lease space in the Building. For purposes hereof, “control” requires both (a) owning (directly or indirectly) more than fifty percent (50%) of the stock or other equity interests of another person and (b) possessing, directly or indirectly, the power to direct or cause the direction of the management and policies of such person. (8) The proposed assignee or subtenant (A) has an anticipated use of the Premises involving the generation, storage, use, treatment, or disposal of Hazardous Material in a way or to an extent that is greater than general business office use; or (B) has been required by any prior landlord, lender, or governmental authority to take remedial action in connection with Hazardous Material contaminating a property if the contamination resulted from such transferee’s actions or use of the property in question. With respect to any proposed assignment or subleasing requiring Landlord’s consent, Tenant shall submit to Landlord in writing, at least thirty (30) days after Tenant's notice prior to the effective date of assignment and/or sublease is received with the financial information reasonably requested by Landlord (the ('Section 11.3 Notice") to advise Tenant of Landlord's (i) consent to such proposed assigrunent or sublease, or (ii) withholding of consent for reasonable reasons to such proposed assignment or sublease, in (a) a notice of application to assign or sublease, setting forth the proposed effective date, which event Landlord's notice shall be accompanied by an explanation not less than thirty (30) or more than one hundred twenty (120) days after the delivery of such notice; (b) the reason for such disapproval, or (iii) election to terminate this Lease as to all of the space proposed to be sublet or as to the entire premises in the event of an assignment , such termination to be effective as of the date of the commencement name of the proposed assignment assignee or subletting subtenant; (c) the "Effective Date")nature of the proposed assignee’s or subtenant’s business to be carried on in the Premises; (d) the terms of the proposed sublease or assignment; and (e) a current financial statement of the proposed assignee or subtenant. If Tenant shall not submit any such application to Landlord shall exercise its termination right hereunder, Landlord shall have the right to enter into until Tenant has received a lease or other occupancy agreement directly with bona fide offer from the proposed assignee or subtenant, and Tenant shall have no right furnish Landlord, in addition to the foregoing, with all other information reasonably required by Landlord with respect to such assignment or sublease, assignee or subtenant. Unless the stock in Tenant is publicly traded on a regulated securities exchange, any transfer (or sequence of transfers resulting, in the aggregate, in the transfer) of fifty percent (50%) or more of the rents or other consideration payable by such proposed assignee or subtenant under such other leasel or occupancy agreement, even if such rents and other consideration exceed the rent payable under beneficial ownership of Tenant shall constitute an assignment for purposes of this Lease by Tenant. Landlord shall have the right to lease the Premises to any other tenant, or not lease the Premises, in its sole and absolute discretion. Landlord and Tenant specifically agree that Landlord's right to terminate this Lease under clause (iii) above is a material consideration for Landlord's agreement to enter into this Lease and such right may be exercised in Landlord's sole and absolute discretion and no test of reasonableness shall be applicable theretoArticle 16.

Landlord’s Consent. Landlord shall have not unreasonably withhold its ------------------- consent to any proposed Transfer of the Subject Space to the Transferee on the terms specified in the Transfer Notice. Landlord shall grant or deny its consent to any proposed assignment of Tenant's interest in this Lease or any sublease of substantially all of the Premises for substantially all of the remainder of the Lease Term (collectively, an "ASSIGNMENT") within thirty (30) days after Tenant's notice of assignment and/or sublease is received with the financial information reasonably requested by Landlord (the ('Section 11.3 Notice") to advise Tenant of Landlord's receipt of the Transfer Notice, and Landlord shall grant or deny its consent to any other Transfer within fifteen (15) days after Landlord's receipt of the Transfer Notice. If Landlord fails to grant or deny its consent within such time periods, Landlord shall be deemed to have given its consent to such Transfer. Without limitation as to other reasonable grounds for withholding consent, the parties hereby agree that it shall be reasonable under this Lease and under any applicable law for Landlord to withhold consent to any proposed Transfer where one or more of the following apply: 11.2.1 The Transferee is of a character or reputation or engaged in a business which is not consistent with the quality of the Building or the Project, or would be a significantly less prestigious occupant of the Building than Tenant; 11.2.2 The Transferee intends to use the Subject Space for purposes which are not permitted under this Lease; 11.2.3 The Transferee is either a governmental agency or instrumentality thereof (i) consent to which is that of a foreign country, (ii) which is of a character or reputation, is engaged in a business, or is of, or is associated with, a political orientation or faction, which is materially inconsistent with the quality of the Project, or which would otherwise reasonably offend a landlord of a Comparable Building if such proposed assigrunent Transferee occupied space in such landlord's building, (iii) which is capable of exercising the power of eminent domain or subleasecondemnation, or (iiiv) withholding which would significantly increase the human traffic in the Premises or Building; 11.2.4 The Transfer will result in more than a reasonable and safe number of consent for reasonable reasons to such proposed assignment or sublease, in which event Landlord's notice shall be accompanied by occupants per floor within the Subject Space; 11.2.5 If the Transfer is an explanation of the reason for such disapprovalAssignment, or (iii) election to terminate this Lease as to all of if upon the space proposed to be sublet or as to the entire premises in the event of an assignment , such termination to be effective as of the date of the commencement completion of the proposed Transfer more than one hundred twenty-five thousand (125,000) rentable square feet of the Premises will be subject to Transfers or not otherwise occupied by Tenant or an Affiliate of Tenant, and the Transferee is not a party of reasonable financial worth and/or financial stability in light of the responsibilities involved under the portion of the Lease subject to the assignment or subletting (sublease on the "Effective Date"). If Landlord shall exercise its termination right hereunderdate consent is requested; or 11.2.6 The proposed Transfer would cause a violation of another lease for space in the Building, Landlord shall have the right which violation relates to enter into a lease an exclusive retail, stock brokerage or other occupancy agreement directly with the proposed assignee or subtenant, and Tenant shall have no right to any of the rents or other consideration payable by such proposed assignee or subtenant under such other leasel or occupancy agreement, even if such rents and other consideration exceed the rent payable under this Lease by Tenant. Landlord shall have the right to lease the Premises to any other tenant, or not lease the Premises, in its sole and absolute discretion. Landlord and Tenant specifically agree that Landlord's right to terminate this Lease under clause (iii) above is a material consideration for Landlord's agreement to enter into this Lease and such right may be exercised in Landlord's sole and absolute discretion and no test of reasonableness shall be applicable theretobanking use.

Landlord’s Consent. If Landlord does not elect one (1) of the two (2) options provided in Subsection 14.(c), Landlord shall not unreasonably withhold or delay its consent to a proposed Transfer. Landlord shall be deemed to have thirty reasonably withheld its consent to any proposed transfer unless all of the following conditions have been established to Landlord's reasonable satisfaction: (30i) days after Tenant's notice The Proposed Transferee has sufficient financial wherewithal to discharge its obligations under this Lease and the proposed agreement of assignment and/or sublease or the sublease, as the case may be and as determined by Landlord's criteria for selecting Building Project tenants and has a net worth, experience, and reputation which is received with not less than the financial information reasonably requested by Landlord greater of (1) the net worth, experience, and reputation which Tenant had on the Commencement Date, or ('Section 11.3 Notice"2) the net worth, experience, and reputation of Tenant immediately prior to advise Tenant the request for Landlord's consent to the proposed Transfer. (ii) The Proposed Transfer shall not, in Landlord's reasonable judgment, cause physical harm to the Building or harm to the reputation of the Building which would result in an impairment of Landlord's (i) consent ability to such proposed assigrunent lease space in the Building or sublease, or (ii) withholding a diminution in the rental value of consent for reasonable reasons to such proposed assignment or sublease, space in which event Landlord's notice shall be accompanied by an explanation of the reason for such disapproval, or Building. (iii) election to terminate The proposed use of the Premises by the Proposed Transferee will be a use permitted under this Lease as and will not violate any restrictive covenants or exclusive use provisions applicable to all Landlord. (iv) The Proposed Transferee shall not be any person or entity which shall at that time be a tenant, subtenant, or other occupant of any part of the Building Project, or who dealt with Landlord or Landlord's agent (directly or through a broker) with respect to space in the Building during the six (6) months immediately preceding Tenant's request for Landlord's consent. (v) The proposed to be sublet use of the Premises by the Proposed Transferee will not require material alterations or as additions to the entire premises in Premises or the event Building Project to comply with applicable law or governmental requirements and will not negatively affect insurance requirements or impose environmental risks. (vi) Any mortgagee of an assignment the Building will consent to the proposed Transfer. (vii) There shall be no default by Tenant, beyond any applicable grace period, under any of the terms, covenants, and conditions of this Lease at the time that Landlord's consent to any such termination to be effective as of transfer is requested and on the date of the commencement of the term of any such proposed assignment or subletting (the "Effective Date")transfer. If Landlord shall exercise its termination right hereunderTenant expressly, Landlord shall have the right to enter into a lease or other occupancy agreement directly with the proposed assignee or subtenantknowingly, and voluntarily waives any right, claim, or remedy otherwise available to Tenant for money damages (nor shall have no right Tenant claim any money damages by way of set-off, counterclaim, or defense) based upon any claim or assertion by Tenant that Landlord has unreasonably withheld or unreasonably delayed its consent or approval to any of the rents proposed transfer pursuant to this Lease. Tenant's sole remedy in such an event shall be to institute an action or other consideration payable by such proposed assignee or subtenant under such other leasel or occupancy agreementproceeding seeking specific performance, even if such rents and other consideration exceed the rent payable under this Lease by Tenant. Landlord shall have the right to lease the Premises to any other tenantinjunctive relief, or not lease the Premises, in its sole and absolute discretion. Landlord and Tenant specifically agree that Landlord's right to terminate this Lease under clause (iii) above is a material consideration for Landlord's agreement to enter into this Lease and such right may be exercised in Landlord's sole and absolute discretion and no test of reasonableness shall be applicable theretodeclaratory judgment.

Landlord’s Consent. Landlord shall have thirty (30) days after Tenant's notice not unreasonably withhold or condition its consent to any proposed Transfer of assignment and/or sublease is received with the financial information reasonably requested by Subject Space to the Transferee on the terms specified in the Transfer Notice. Landlord (the ('Section 11.3 Notice") to advise shall notify Tenant of Landlord's ’s consent or reasonable disapproval of any such Transfer within ten (10) business days after Landlord’s receipt of the Transfer Notice and all other information required to be delivered by Tenant to Landlord in connection with such proposed Transfer as set forth in Section 14.1 above. If Landlord fails to notify Tenant in writing of such approval or disapproval within such 10-business day period, and such failure continues for an additional five (5) business days after Tenant notifies Landlord of such failure, then Landlord shall be deemed to have approved such Transfer. The parties hereby agree that it shall be reasonable under this Lease and under any applicable Law for Landlord to withhold consent to any proposed Transfer where one or more of the following apply, without limitation as to other reasonable grounds for withholding consent: 14.2.1 The Transferee is of a reputation or character or engaged in a business which is not reasonably consistent with the quality of the Building or the Project as a first-class multi-tenant office building project; 14.2.2 The Transferee intends to use the Subject Space for purposes which are not permitted under this Lease; 14.2.3 The Transferee is either a governmental agency or instrumentality thereof (i) consent to such proposed assigrunent or subleasewhich is that of a foreign country, or (ii) withholding which is of consent for reasonable reasons to such proposed assignment a character or subleasereputation, is engaged in a business, or is of, or is associated with, a political orientation or faction, which event Landlord's notice shall be accompanied by an explanation is materially inconsistent with the quality of the reason for such disapprovalProject, or which would otherwise reasonably offend a landlord of a Comparable Building, or (iii) election which is capable of exercising the power of eminent domain or condemnation, unless, and only to terminate this Lease as to all the extent, Landlord has leased space to, or approved subleases with, comparable (in terms of use, security issues, express or implied power of eminent domain, reputation, character and size of space in the Project) governmental agencies or instrumentalities thereof; 14.2.4 The Transfer will result in more than a lawfully authorized number of occupants per floor within the Subject Space; 14.2.5 The Transferee is not a party of reasonable financial worth and/or financial stability in light of the space proposed to be sublet or as to responsibilities involved under the entire premises in the event of an assignment , such termination to be effective as of Transfer on the date of the commencement consent is requested; or 14.2.6 The terms of the proposed assignment Transfer will allow the Transferee to exercise a right of renewal, right of expansion, right of first offer, or subletting other similar right held by Tenant, in violation of the express terms of this Lease; or 14.2.7 Either the proposed Transferee, or any person or entity which directly or indirectly, controls, is controlled by, or is under common control with, the proposed Transferee: (i) occupies space in the "Effective Date")Building (and/or Building E if owned by Landlord at the time of the request for consent) and Landlord has available direct space in the Building (and/or Building E, as applicable) sufficient in size to meet the proposed Transferee’s space requirement; or (ii) is currently negotiating with Landlord to lease space in the Building (and/or in Building E if owned by Landlord at such time) and (A) Landlord has available direct space in the Building (and/or Building E, as applicable) sufficient in size to meet the proposed Transferee’s space requirement, and (B) such negotiations with Landlord commenced prior to any negotiations between Tenant and the proposed Transferee for the Subject Space which is the subject of the proposed Transfer. For purposes hereof, the term “negotiating” shall mean either the exchange of letters of intent or lease proposals, or the preparation and/or negotiation of lease documents; however, a 2-month lull in the exchange of any such documents (including lease drafts) shall constitute cessation of negotiations. If Landlord shall consents to any Transfer pursuant to the terms of this Section 14.2 (and does not exercise its termination right hereunderany recapture rights Landlord may have under Section 14.4 below), Landlord shall have Tenant may, within six (6) months after Landlord’s consent, but not later than the right to expiration of said six (6)-month period, enter into a lease such Transfer of the Premises or other occupancy agreement directly with portion thereof, upon substantially the same terms and conditions as are set forth in the Transfer Notice furnished by Tenant to Landlord pursuant to Section 14.1 above, provided that if there are any changes in the terms and conditions from those specified in the Transfer Notice (i) such that Landlord would initially have been entitled to refuse its consent to such Transfer under this Section 14.2, or (ii) which would cause the proposed assignee or subtenantTransfer to be materially more favorable to the Transferee than the terms set forth in Tenant’s original Transfer Notice, and Tenant shall have no right again submit the Transfer to any of the rents or other consideration payable by such proposed assignee or subtenant under such other leasel or occupancy agreement, even if such rents Landlord for its approval and other consideration exceed the rent payable action under this Lease by Tenant. Landlord shall have the Article 14 (including Landlord’s right to lease the Premises to any other tenant, or not lease the Premises, in its sole and absolute discretion. Landlord and Tenant specifically agree that Landlord's right to terminate this Lease of recapture under clause (iii) above is a material consideration for Landlord's agreement to enter into this Lease and such right may be exercised in Landlord's sole and absolute discretion and no test of reasonableness shall be applicable theretoSection 14.4 below).

Landlord’s Consent. Landlord Without the express prior written consent of ------------------- Landlord, Tenant shall not directly or indirectly, voluntarily or by operation of law, sell, assign, encumber, pledge, or otherwise transfer or hypothecate all of its interest in or rights with respect to the Premises (collectively, "ASSIGNMENT"), or permit all or any portion of the Premises to be occupied by anyone other than Tenant or sublet all or any portion of the Premises or transfer a portion of its interest in or rights with respect to the Premises (collectively, "SUBLEASE"). Notwithstanding anything in this Section 19 to the ---------- contrary, the named Tenant herein (but not any successors or assigns) shall have the right, without obtaining Landlord's consent, to enter into (i) an Assignment or Sublease of all or a portion of the Premises with an Affiliate of Tenant, on the condition that Tenant delivers to Landlord thirty (30) days after prior written notice containing the name of the Affiliate and the manner in which it is affiliated with Tenant's notice , the most recent audited financial statements of assignment and/or sublease is received with the financial information reasonably requested by Landlord (Affiliate and the ('Section 11.3 Notice") to advise Tenant commencement and termination dates of Landlord's (i) consent to such proposed assigrunent the Sublease or subleaseAssignment, or (ii) withholding an Assignment of consent for reasonable reasons to such proposed assignment or sublease, in which event Landlord's notice shall be accompanied by an explanation of the reason for such disapproval, or (iii) election to terminate this Lease as to all of the space proposed Premises with an entity resulting directly from a merger or consolidation with Tenant or an entity (a "MERGED ENTITY") purchasing or succeeding to be sublet or as to the entire premises in the event of an assignment , such termination to be effective as substantially all of the date assets of Tenant on the commencement condition that (1) Tenant delivers to Landlord thirty (30) days prior written notice containing the name of the proposed assignment or subletting (assignee, the "Effective Date"). If Landlord shall exercise its commencement and termination right hereunderdates of the Assignment, Landlord shall have together with the right to enter into a lease most recent financial statement or other occupancy agreement directly with equivalent financial information reasonably available to Tenant concerning the proposed assignee, and (2) the net worth, financial strength and creditworthiness of the proposed assignee or subtenant, and is reasonably sufficient to perform the obligations of Tenant shall have no right to any of the rents or other consideration payable by such proposed assignee or subtenant under such other leasel or occupancy agreement, even if such rents and other consideration exceed the rent payable under this Lease by Tenantto the extent applicable to such assignee. Landlord For purposes of this Section 19. the term ----------- "AFFILIATE" shall have the right to lease the Premises to any other tenantmean a corporation or entity which controls, is controlled by, or is under common control with Tenant, provided that Tenant may not lease the Premises, in its sole and absolute discretion. Landlord and Tenant specifically agree that Landlord's right to terminate transfer this Lease to a shell or under-capitalized entity under clause (iii) above is a material consideration for Landlord's agreement to enter into any circumstances or transfer this Lease and such right may be exercised in Landlordat any time for the purposes of avoiding or eliminating Tenant's sole and absolute discretion and no test obligations hereunder.. As used herein, "CONTROL" shall mean having an ownership interest of reasonableness shall be applicable thereto50% or more.

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 its consent to Tenant’s assignment of this Lease or subletting the space covered by its notice. Landlord shall not be deemed to have thirty 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: (30a) days after Tenant's Tenant is then in default hereunder; (b) any notice of assignment and/or sublease is received termination of this Lease or termination of Tenant’s possession was given under Article 17; (c) the portion of the Premises which Tenant proposes to sublease, including the means of ingress thereto and egress therefrom and the proposed use thereof, or the remaining portion of the Premises, or both, will violate any city, state or federal law, ordinance or regulation, including, without limitation, any applicable building code or zoning ordinances; (d) the proposed use of the Premises by the subtenant or assignee does not conform with the financial information reasonably requested use permitted by Landlord Article 5; (e) in the ('Section 11.3 Notice") to advise Tenant reasonable judgment of Landlord, the proposed subtenant or assignee is of a character or is engaged in a business which would be deleterious to the reputation of the Building, or the subtenant or assignee is not sufficiently financially responsible to perform its obligations under the proposed sublease or assignment; (f) the proposed subtenant or assignee is a government or a government agency; (g) the proposed subtenant or assignee is an occupant of the Office Complex or an entity to whom Landlord or Landlord's agent have been marketing space in the Office Complex; (h) Tenant has failed to notify Landlord prior to seeking the services of a real estate broker or other real estate consultant, as set forth above; or (i) in the course of seeking an assignee, subtenant or other occupant of its space, Tenant has publicly advertised (or permitted the public advertisement of) a rental rate that is lower than the rental rate then payable by Tenant pursuant to this Lease; provided, however, that the foregoing are merely examples of reasons for which Landlord may withhold its consent and shall not be deemed exclusive of any permitted reasons for reasonably withholding consent, whether similar to such proposed assigrunent or sublease, or (ii) withholding of consent for reasonable reasons to such proposed assignment or sublease, in which event Landlord's notice shall be accompanied by an explanation of dissimilar from the reason for such disapproval, or (iii) election to terminate this Lease as to all of the space proposed to be sublet or as to the entire premises in foregoing examples. In the event of an any assignment , such termination to be effective as of the date of the commencement of the proposed assignment or subletting (the "Effective Date"). If Landlord shall exercise its termination right hereunder, Landlord shall have the right to enter into a lease or other occupancy agreement directly with the proposed assignee or subtenant, and Tenant shall have no right to any of the rents or other consideration payable by such proposed assignee or subtenant under such other leasel or occupancy agreement, even if such rents and other consideration exceed the rent payable under options contained in this Lease by Tenant. Landlord shall have the right with respect to lease the Premises to any other tenantadditional term(s), additional space, or not lease the Premisesotherwise, shall automatically lapse and be of no further force or effect, unless otherwise expressly set forth in its sole and absolute discretion. Landlord and Tenant specifically agree that Landlord's right to terminate this Lease under clause (iii) above is a material consideration for Landlord's agreement to enter into this Lease and such right may be exercised in Landlord's sole and absolute discretion and no test of reasonableness shall be applicable theretoLease.

Landlord’s Consent. Landlord (a) Tenant shall have thirty not assign, transfer, mortgage or otherwise encumber this Lease or sublet or rent (30or permit a third party to occupy or use) days after Tenant's notice the Premises, or any part thereof, nor shall any assignment or transfer of assignment and/or sublease is received with this Lease or the financial information reasonably requested right of occupancy hereunder be effected by Landlord (operation of law or otherwise, without the ('Section 11.3 Notice") to advise Tenant prior written consent of Landlord's , such consent not to be unreasonably withheld. A transfer at any one time or from time to time of a majority interest in Tenant (whether stock, partnership interest or other form of ownership or control) shall be deemed to be an assignment of this Lease, unless at the time of such transfer Tenant is an entity whose outstanding stock is listed on a recognized security exchange. Within 30 days following Landlord’s receipt of Tenant’s request for Landlord’s consent to a proposed assignment, sublease, or other encumbrance, together with all information required to be delivered by Tenant pursuant to the provisions of this Section 9.1, Landlord shall: (i) consent to such proposed assigrunent or sublease, or transaction; (ii) withholding of consent for reasonable reasons to refuse such proposed assignment or sublease, in which event Landlord's notice shall be accompanied by an explanation of the reason for such disapproval, consent; or (iii) election elect to terminate this Lease in the event of an assignment, or in the case of a sublease, terminate this Lease as to all the portion of the space Premises proposed to be sublet in accordance with the provisions of Section 9.2. Any assignment, sublease or other encumbrance without Landlord’s written consent shall be voidable by Landlord and, at Landlord’s election, constitute an Event of Default hereunder. Without limiting other instances in which Landlord may reasonably withhold consent to an assignment or sublease, Landlord and Tenant acknowledge that Landlord may withhold consent (a) if an Event of Default exists under this Lease or if an Event of Default would exist but for the pendency of any cure periods provided under Section 21.1; or (b) if the proposed assignee or sublessee is: a governmental entity; a person or entity with whom Landlord has negotiated for space in the Project during the prior 6 months; a present tenant in the Project; a person or entity whose tenancy in the Project would violate any exclusivity arrangement which Landlord has with any other tenant; a person or entity of a character or reputation or engaged in a business which is not consistent with the quality of the Project; or not a party of reasonable financial worth and/or financial stability in light of the responsibilities involved under this Lease on the date consent is requested. If Tenant requests Landlord’s consent to a specific assignment or subletting, Tenant will submit in writing to Landlord: (1) the name and address of the proposed assignee or subtenant; (2) a counterpart of the proposed agreement of assignment or sublease; (3) reasonably satisfactory information as to the entire premises in the event of an assignment , such termination to be effective as nature and character of the date business of the commencement of the proposed assignment or subletting (the "Effective Date"). If Landlord shall exercise its termination right hereunder, Landlord shall have the right to enter into a lease or other occupancy agreement directly with the proposed assignee or subtenant, and as to the nature of its proposed use of the space; (4) banking, financial or other credit information reasonably sufficient to enable Landlord to determine the financial responsibility and character of the proposed assignee or subtenant; (5) executed estoppel certificates from Tenant shall have no right containing such information as provided in Article XXIV; and (6) any other information reasonably requested by Landlord. (b) Notwithstanding that the prior express written permission of Landlord to any of the rents aforesaid transactions may have been obtained, the following shall apply: (i) In the event of an assignment, contemporaneously with the granting of Landlord’s aforesaid consent, Tenant shall cause the assignee to expressly assume in writing and agree to perform all of the covenants, duties, and obligations of Tenant hereunder and such assignee shall be jointly and severally liable therefore along with Tenant. (ii) All terms and provisions of the Lease shall continue to apply after any such transaction. (iii) In any case where Landlord consents to an assignment, transfer, encumbrance or subletting, the undersigned Tenant and any guarantor shall nevertheless remain directly and primarily liable for the performance of all of the covenants, duties, and obligations of Tenant hereunder (including, without limitation, the obligation to pay all Rent and other sums herein provided to be paid), and Landlord shall be permitted to enforce the provisions of this instrument against the undersigned Tenant, any guarantor and/or any assignee without demand upon or proceeding in any way against any other person. Neither the consent by Landlord to any assignment, transfer, encumbrance or subletting nor the collection or acceptance by Landlord of rent from any assignee, subtenant or occupant shall be construed as a waiver or release of the initial Tenant or any guarantor from the terms and conditions of this Lease or relieve Tenant or any subtenant, assignee or other consideration party from obtaining the consent in writing of Landlord to any further assignment, transfer, encumbrance or subletting. (iv) Tenant hereby assigns to Landlord the rent and other sums due from any subtenant, assignee or other occupant of the Premises and hereby authorizes and directs each such subtenant, assignee or other occupant to pay such rent or other sums directly to Landlord; provided however, that until the occurrence of an Event of Default, Tenant shall have the license to continue collecting such rent and other sums. Notwithstanding the foregoing, in the event that the rent due and payable by a sublessee under any such proposed assignee permitted sublease (or subtenant under such other leasel or occupancy agreement, even if such rents and other consideration exceed a combination of the rent payable under such sublease plus any bonus or other consideration therefor or incident thereto) exceeds the hereinabove provided Rent payable under this Lease by Tenant. Landlord shall have the right to lease the Premises to any other tenantLease, or not lease if with respect to a permitted assignment, permitted license, or other transfer by Tenant permitted by Landlord, the Premisesconsideration payable to Tenant by the assignee, in its sole and absolute discretion. Landlord and licensee, or other transferee exceeds the Rent payable under this Lease, then Tenant specifically agree that Landlord's right to terminate this Lease under clause (iii) above is a material consideration for Landlord's agreement to enter into this Lease and such right may be exercised in Landlord's sole and absolute discretion and no test of reasonableness shall be applicable theretobound and obligated to pay Landlord such excess rent and other excess consideration in accordance with Section 9.3 within 10 days following receipt thereof by Tenant from such sublessee, assignee, licensee, or other transferee, as the case may be. (v) Tenant shall pay Landlord a fee in an amount not to exceed $1,000.00 to reimburse Landlord for all its expenses under this Article IX for each proposed transaction, including, without limitation, reasonable attorneys’ fees.

Landlord’s Consent. Landlord’s and Tenant’s agreement with regard to Tenant’s right to transfer all or part of its interest in the Premises is as expressly set forth in this Paragraph 13. Tenant agrees that, except upon Landlord’s prior written consent, which consent shall not (subject to Landlord’s rights under Paragraph 13(d) below) be unreasonably withheld, delayed, or conditioned, neither this Lease nor all or any part of the leasehold interest created hereby shall, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, be assigned, mortgaged, pledged, encumbered or otherwise transferred by Tenant or Tenant’s legal representatives or successors in interest (collectively, an “assignment”) and neither the Premises nor any part thereof shall be sublet or be used or occupied for any purpose by anyone other than Tenant (collectively, a “sublease”). Any assignment or subletting which requires but is entered into without Landlord’s prior written consent shall, at Landlord’s option, be voidable and shall constitute an Event of Default entitling Landlord shall have thirty (30) days after Tenant's notice of assignment and/or sublease is received with the financial information to terminate this Lease and to exercise all other remedies available to Landlord under this Lease and at law. The parties hereto agree and acknowledge that, among other circumstances for which Landlord may reasonably requested by Landlord (the ('Section 11.3 Notice") to advise Tenant of Landlord's (i) withhold its consent to such proposed assigrunent or sublease, or (ii) withholding of consent for reasonable reasons to such proposed an assignment or sublease, in which event Landlord's notice it shall be accompanied by reasonable for Landlord to withhold its consent where: (i) the assignment or subletting would increase the operating costs for the Building or the burden on the Building services, or generate additional foot traffic, elevator usage or security concerns in the Building, or create an explanation increased probability of the reason comfort and/or safety of Landlord and other tenants in the Building being compromised or reduced, as reasonably determined by Landlord; (ii) the space will be used for such disapprovala school or training facility (excluding internal training), an entertainment, sports or recreation facility, retail sales to the public (unless Tenant’s permitted use is retail sales), a personnel or employment agency, an office or facility of any governmental or quasi-governmental agency or authority, a place of public assembly (including without limitation a meeting center, theater or public forum), any use by or affiliation with a foreign government (including without limitation an embassy or consulate or similar office), or a facility for the provision of social, welfare or clinical health services or sleeping accommodations (whether temporary, daytime or overnight); (iii) election to terminate this Lease as to all of the space proposed to be sublet or as to the entire premises in the event of an assignment , such termination to be effective as of the date of the commencement of the proposed assignment assignee or subletting subtenant (the "Effective Date"). If Landlord shall exercise its termination right hereunderor any person which directly or indirectly controls, Landlord shall have the right to enter into a lease is controlled by, or other occupancy agreement directly is under common control with the proposed assignee or subtenant, and Tenant shall have no right to any ) is a current tenant of the rents Building (unless Landlord does not have sufficient space within the Project for such tenant) or other consideration payable has negotiated with Landlord within the preceding one hundred twenty (120) days (or is currently negotiating with Landlord) to lease space in the Project; (iv) Landlord reasonably disapproves of the proposed assignee’s or subtenant’s reputation or creditworthiness; (v) Landlord determines that the character of the business that would be conducted by such the proposed assignee or subtenant at the Premises, or the manner of conducting such business, would be inconsistent with the character of the Building as a first-class office building; (vi) the proposed assignee or subtenant is an entity or related to an entity with whom Landlord or any affiliate of Landlord has had adverse dealings within the two (2) year period prior to the requested assignment or sublease; (vii) the assignment or subletting may conflict with any exclusive uses granted to other tenants of the Project, or with the terms of any easement, covenant, condition or restriction, or other agreement affecting the Project; (viii) the assignment or subletting would involve a change in use from that expressly permitted under such other leasel or occupancy agreementthis Lease; (ix) Landlord determines, even if such rents and other consideration exceed in its reasonable opinion, that the rent payable proposed assignee will be unable to perform all of Tenant’s obligations under this Lease or the proposed subtenant will be unable to perform all of its obligations under the proposed sublease or (x) as of the date Tenant requests Landlord’s consent or as of the date Landlord responds thereto, an Event of Default by Tenant. Landlord Tenant under this Lease shall have occurred and be continuing. Landlord’s foregoing rights and options shall continue throughout the right to lease the Premises to any other tenant, or not lease the Premises, in its sole and absolute discretion. Landlord and Tenant specifically agree that Landlord's right to terminate entire term of this Lease under clause (iii) above is a material consideration for Landlord's agreement to enter into this Lease and such right may be exercised in Landlord's sole and absolute discretion and no test of reasonableness shall be applicable theretoLease.

Landlord’s Consent. Landlord Tenant shall have thirty not assign, sublease, transfer, pledge or encumber this Lease, the Premises, or any interest therein (30) days after including the granting of any concessions, licenses or other rights to persons or entities other than Tenant's notice of assignment and/or sublease is received with employees to occupy the financial information reasonably requested by Landlord (the ('Section 11.3 Notice") to advise Tenant of Premises for business or other income-producing activities), without Landlord's prior written consent, which consent shall not be unreasonably withheld provided that (i1) consent the proposed Transferee has a net worth equal to such proposed assigrunent or sublease, or (ii) withholding greater than that of consent for reasonable reasons to such proposed assignment or sublease, in which event Landlord's notice shall be accompanied by an explanation Tenant as of the reason for such disapproval, or (iii) election to terminate this Lease as to all of the space proposed to be sublet or as to the entire premises in the event of an assignment , such termination to be effective Commencement Date and as of the date of the commencement proposed assignment, subletting or other transfer, (2) the Transferee proposes to operate on the Premises a full service restaurant, which is not out of character and not conflicting with, or cause any default on the part of the proposed assignment or subletting (Landlord with respect to the "Effective Date"). If Landlord shall exercise its termination right hereunder, Landlord shall have the right to enter terms of any other lease(s) it has entered into a lease or other occupancy agreement directly with the proposed assignee or subtenant, and Tenant shall have no right to any of the rents or other consideration payable by such proposed assignee or subtenant under such other leasel or occupancy agreement, even if such rents and other consideration exceed the rent payable under this Lease by Tenant. Landlord shall have the right to lease the Premises respect to any other tenantportion(s) of the Property, and (3) Landlord is reasonably satisfied with all other information provided as set forth in Subsection 11.2 below. Any such attempted assignment, sublease or other transfer or encumbrance by Tenant in violation of the terms and covenants of this Subsection shall be void. For purposes hereof, if Tenant shall be a corporation, partnership, limited partnership, or other entity other than a natural person, the transfer, sale, or other disposition of fifty percent (50%) or more of the stock, partnership interest, or other beneficial interest in such entity, shall not lease be deemed an assignment of this Lease. If Tenant's interest in the PremisesPremises and this Lease is transferred to an Affiliate or to another entity as part of a transaction by which such other entity shall acquire the Premises and all other restaurants operated by Tenant, in its sole and absolute discretion. Landlord and Tenant specifically agree that then the Landlord's right to terminate this Lease under clause (iii) above is a material consideration for Landlord's agreement to enter into this Lease and such right may be exercised in Landlord's sole and absolute discretion and no test of reasonableness consent shall be applicable theretogranted, provided that the Tenant shall first provide to Landlord all information required under the terms of Subsection 11.2 hereof, the acquiring entity shall first assume and agree to pay all obligations of the Tenant hereunder, and the Tenant shall first reaffirm their continuing obligations for the Tenant's performance under the terms of this Lease.

Landlord’s Consent. Landlord’s and Tenant’s agreement with regard to Tenant’s right to transfer all or part of its interest in the Premises is as expressly set forth in this Paragraph 13. Tenant agrees that, except upon Landlord’s prior written consent, which consent shall not (subject to Landlord’s rights under Paragraph 13.d. below) be unreasonably withheld, neither this Lease nor all or any part of the leasehold interest created hereby shall, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, be assigned, mortgaged, pledged, encumbered or otherwise transferred by Tenant or Tenant’s legal representatives or successors in interest (collectively, an “assignment”) and neither the Premises nor any part thereof shall be sublet or be used or occupied for any purpose by anyone other than Tenant (collectively, a “sublease”). Any assignment or subletting without Landlord’s prior written consent shall, at Landlord’s option, be void and shall constitute an Event of Default entitling Landlord shall have thirty (30) days after Tenant's notice of assignment and/or sublease is received with the financial information to terminate this Lease and to exercise all other remedies available to Landlord under this Lease and at law. The parties hereto agree and acknowledge that. among other circumstances for which Landlord may reasonably requested by Landlord (the ('Section 11.3 Notice") to advise Tenant of Landlord's (i) withhold its consent to such proposed assigrunent or sublease, or (ii) withholding of consent for reasonable reasons to such proposed an assignment or sublease, in which event Landlord's notice it shall be accompanied by an explanation reasonable for Landlord to withhold its consent where: (i) the assignment or subletting would involve a change in use from that expressly permitted under this Lease or otherwise violate any of the reason for restrictions on use set forth in Paragraph 8.a. above, (ii) the proposed assignee or subtenant is a prospective tenant of the Building that has negotiated with Landlord within the preceding three (3) months (or is currently negotiating with Landlord) to lease space in the Building or is a current tenant of the Building, and in each instance Landlord has adequate available space in the Building to meet such disapproval, or tenant’s space requirements; (iii) election Landlord reasonably disapproves of the proposed assignee’s or subtenant’s reputation or creditworthiness; (iv) Landlord reasonably determines that the character of the business that would be conducted by the proposed assignee or subtenant at the Premises, or the mariner of conducting such business, would be inconsistent with that of a first-class office building; (v) the proposed assignee or subtenant is an entity or related to terminate an entity with whom Landlord or any affiliate with whom Landlord has engaged in litigation regarding lease default matters or who has asserted a legal claim against Landlord or an affiliate of Landlord, or against whom Landlord or any affiliate of Landlord has asserted a legal claim; (vi) Landlord reasonably determines that there is a reasonable likelihood that the proposed assignee will be unable to perform all of Tenant’s obligations under this Lease as or the proposed subtenant will be unable to perform all of its obligations under the space proposed to be sublet sublease or as to the entire premises in the event of an assignment , such termination to be effective (vii) as of the date Tenant requests Landlord’s consent or as of the commencement date Landlord responds thereto, a breach by Tenant under this Lease shall have occurred and be continuing (although, upon Tenant’s cure of such breach, Tenant may resubmit the request for Landlord’s consent to the subject proposed assignment or subletting (the "Effective Date"subletting). If Landlord Landlord’s foregoing rights and options shall exercise its termination right hereunder, Landlord shall have continue throughout the right to enter into a lease or other occupancy agreement directly with the proposed assignee or subtenant, and Tenant shall have no right to any entire term of the rents or other consideration payable by such proposed assignee or subtenant under such other leasel or occupancy agreement, even if such rents and other consideration exceed the rent payable under this Lease by Tenant. Landlord shall have the right to lease the Premises to any other tenant, or not lease the Premises, in its sole and absolute discretion. Landlord and Tenant specifically agree that Landlord's right to terminate this Lease under clause (iii) above is a material consideration for Landlord's agreement to enter into this Lease and such right may be exercised in Landlord's sole and absolute discretion and no test of reasonableness shall be applicable theretoLease.

Landlord’s Consent. Landlord will not unreasonably withhold or delay its consent to any proposed assignment or subletting. It shall have thirty (30) days after Tenant's notice of be reasonable for Landlord to withhold its consent to any assignment and/or or sublease is received with the financial information reasonably requested by Landlord (the ('Section 11.3 Notice") to advise Tenant of Landlord's if (i) consent to such proposed assigrunent or subleaseTenant is in default under this Lease beyond any applicable notice and cure period, or (ii) withholding of consent for reasonable reasons to such proposed assignment or sublease, in which event Landlord's notice shall be accompanied by an explanation of the reason for such disapproval, or (iii) election to terminate this Lease as to all of the space proposed to be sublet or as to the entire premises in the event of an assignment , such termination to be effective as of the date of the commencement of the proposed assignment or subletting (the "Effective Date"). If Landlord shall exercise its termination right hereunder, Landlord shall have the right to enter into a lease or other occupancy agreement directly with the proposed assignee or subtenantsublessee is a tenant in the Project or an affiliate of such a tenant or a party with whom Landlord has within the previous six (6) months communicated in writing about expanding their space or becoming a prospective tenant in the Project (as applicable), (iii) the financial responsibility, nature of business, and Tenant shall have no right to any character of the rents or other consideration payable by such proposed assignee or subtenant under such other leasel are not all reasonably satisfactory to Landlord, (iv) in the reasonable judgment of Landlord the purpose for which the assignee or occupancy agreement, even if such rents and other consideration exceed subtenant intends to use the rent payable under Premises (or a portion thereof) is not in keeping with Landlord's standards for the Building or are in violation of the terms of this Lease by Tenant. Landlord shall have the right to lease the Premises to or any other tenantleases in the Project, (v) the proposed assignee or subtenant is a government entity, or (vi) the proposed assignment is for less than the entire Premises or for less than the remaining Term of the Lease. The foregoing shall not lease exclude any other reasonable basis for Landlord to withhold its consent. The admission of new partners, shareholders or members of Tenant, the Premiseswithdrawal, in its sole and absolute discretion. Landlord and Tenant specifically agree that retirement, death, incompetency or bankruptcy of any existing partner, shareholder or member, or the reallocation of ownership interests among the partners, shareholders or members, shall not be deemed to be an assignment of this Lease requiring Landlord's right consent, provided not more than 50% of the partners, shareholders or members withdraw or retire in any one Fiscal Year. The reorganization of Tenant from a partnership into a professional corporation or limited liability company (or any other change in the form of entity which constitutes Tenant) shall not be deemed to terminate be an assignment of this Lease under clause Lease, provided that (iiii) above is a material consideration for Landlord's agreement to enter into this Lease and immediately following such right may be exercised in Landlord's sole and absolute discretion and no test reorganization, the partners, members or shareholders of reasonableness Tenant shall be applicable theretothe same as the partners, members or shareholders of Tenant existing immediately prior to such reorganization, and (ii) Tenant gives Landlord no less than ten (10) days prior written notice thereof. The provisions of this paragraph shall not apply to the sale of shares by persons other than those deemed "insiders" within the meaning of the Securities Exchange Act of 1934, as amended, where such sale is effected through any recognized securities exchange.

Landlord’s Consent. Landlord Tenant shall have thirty not sell, assign, encumber, mortgage or transfer this Lease or any interest therein, sublet or permit the occupancy or use by others (30i.e. other than Tenant and its agents, employees, officers, directors, members, managers, partners, invitees, contractors, subcontractors and other representatives) days after of the Premises or any part thereof, or allow any transfer hereof or any lien upon Tenant's notice ’s interest by operation of assignment and/or sublease is received with law or otherwise (collectively, a “Transfer”) without the financial information reasonably requested by prior written consent of Landlord (except for Permitted Transfers, as more fully set forth below), which consent shall not be unreasonably withheld, conditioned or delayed. Tenant agrees that denial of such consent shall be deemed reasonable if based upon, but not limited to, the ('Section 11.3 Notice") to advise Tenant of Landlord's following: (i) consent In the reasonable judgment of Landlord, the subtenant or assignee (a) is of a character or engaged in a business or proposes to such proposed assigrunent use the Premises in a manner which is not in keeping with the standards of Landlord for the Building, or subleasewould diminish the value of the Building, (b) has an unfavorable reputation, or (c) has unfavorable credit standing; (ii) withholding of consent for reasonable reasons to such Tenant is then in default under this Lease beyond any applicable notice and cure period; (iii) The proposed assignment or sublease, in sublease instrument does not have the substance or form which event is reasonably acceptable to Landlord's notice shall be accompanied by an explanation of the reason for such disapproval, ; (iv) The proposed subtenant is a third party prospect (including tenants) with whom Landlord has either sent or (iii) election received a written proposal to terminate this Lease as to all of the lease competing space proposed to be sublet or as to the entire premises in the event of an assignment , such termination to be effective as of Building within the date of the commencement of the proposed assignment or subletting preceding ninety (the "Effective Date"). If Landlord shall exercise its termination right hereunder, Landlord shall have the right to enter into a lease or other occupancy agreement directly with the proposed assignee or subtenant, and Tenant shall have no right to any of the rents or other consideration payable by such 90) days; (v) The proposed assignee or subtenant under will use the Premises in a manner that would materially increase Operating Expenses; (vi) The proposed assignee or subtenant is a governmental or quasi-governmental entity or subdivision or agency thereof, or any other entity entitled to the defense of sovereign immunity; (vii) The proposed assignee or subtenant is currently or has been in the past involved in litigation with Landlord or any affiliate of Landlord; (viii) The occupancy of the Premises by the proposed subtenant would cause Landlord’s insurance to be cancelled or increased; (ix) The use is not for the Permitted Use; or (x) The use is a Prohibited Use or is not a use generally in keeping with the uses allowed at Comparable Buildings. Landlord’s consent to any Transfer shall be granted or withheld in accordance with Section 13 and must be given (or rejected) within fifteen (15) business days of receipt by Landlord of such other leasel or occupancy agreement, even if such rents written request from Tenant (which request shall identify the transferee and other consideration exceed contain applicable financial information on the rent payable transferee). Under no circumstances shall Tenant be released from any liability accruing under this Lease by Tenantbefore or after any Transfer. Landlord shall have Any Transfer which is not in compliance with the right to lease provisions of this Section 13 shall, at the Premises to any other tenantoption of Landlord, be void and of no force or not lease the Premises, in its sole and absolute discretion. Landlord and Tenant specifically agree that Landlord's right to terminate this Lease under clause (iii) above is a material consideration for Landlord's agreement to enter into this Lease and such right may be exercised in Landlord's sole and absolute discretion and no test of reasonableness shall be applicable theretoeffect.

Landlord’s Consent. Landlord In the event Tenant proposes to assign this Lease or enter into a sublease, Tenant shall have thirty request Landlord's consent by notice given not less than sixty (3060) days after Tenant's notice prior to the intended effective date of assignment and/or sublease is received with the financial information reasonably requested by Landlord (the ('Section 11.3 Notice") to advise Tenant of Landlord's (i) consent to such proposed assigrunent or sublease, or (ii) withholding of consent for reasonable reasons to such proposed assignment or sublease, in which event Landlord. Tenant's notice shall be accompanied include the proposed assignee's or sublessee’s name and address, current financial statement and business resume, including other business locations, other landlords, trade and bank references and other information as reasonably requested by an explanation Landlord. Consent withheld by Landlord for any of the reason for such disapprovalfollowing reasons shall be deemed conclusively to be consent reasonably withheld: (i) the proposed assignee or sublessee is not financially qualified or is an otherwise unsatisfactory credit risk, or is not sufficiently experienced, (ii) the proposed assignment or sublease would result in the creation of more than one office, or in a change of the Permitted Use, or (iii) election to terminate this Lease as to all of the space proposed to be sublet or as to the entire premises in the event of an assignment , such termination to be effective as of the date of the commencement of the proposed assignment or subletting sublease would adversely, in Landlord’s opinion, affect the overall character or quality of the Building in which the Demised Premises are located, (iv) the "Effective Date"). If Landlord shall exercise its termination right hereunder, Landlord shall have proposed assignment or sublease would increase the right to enter into a lease or other occupancy agreement directly with parking requirements of the Building beyond the existing capacity of the Project; (v) the proposed assignee or subtenant, and Tenant shall subtenant does not have no right to a good reputation as a tenant of property; (vii) or the assignment or subletting would entail any alterations which would lessen the value of the rents or other consideration payable by such leasehold improvements in the Demised Premises; (viii) the proposed assignee or subtenant under such sublessee or use of the Demised Premises by the proposed assignee would come within the provisions of the Spill Compensation and Control Act, or any other leasel Environmental Law, or occupancy agreement, even if such rents and other consideration exceed (ix) the rent payable proposed assignee or sublessee is an existing tenant in the Project. If it is determined that Landlord is not entitled to withhold any consent or approval under this Lease by Tenant. Landlord shall have the right to lease the Premises to any other tenant, or not lease the Premises, Section 13.C. in its sole and absolute discretion. Landlord discretion and Tenant specifically agree claims that Landlord's right Landlord has been unreasonable in withholding or delaying consent or unreasonable in its request for information as to terminate this Lease under clause (iii) above is a material consideration for Landlord's agreement proposal to assign or enter into this Lease and such right may be exercised in Landlord's sole and absolute discretion and no test of reasonableness a sublease, Tenant’s remedy shall be applicable theretorestricted to a declaratory judgment and an injunction for the relief sought, and shall exclude money damages.

Landlord’s Consent. Subject to Landlord's rights to terminate pursuant to Section 12.04, Landlord will not withhold its consent unreasonably to Tenant's assignment of this Lease or Tenant's subletting the space covered by its notice. Landlord shall not be deemed to have thirty (30) days after Tenant's notice withheld its consent unreasonably to a sublease of assignment and/or sublease is received with the financial information reasonably requested by Landlord (the ('Section 11.3 Notice") to advise Tenant of Landlord's (i) consent to such proposed assigrunent part or sublease, or (ii) withholding of consent for reasonable reasons to such proposed assignment or sublease, in which event Landlord's notice shall be accompanied by an explanation of the reason for such disapproval, or (iii) election to terminate this Lease as to all of the space 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 possession is given under Article 16; (c) the portion of the Premises which Tenant proposes to sublease, including the means of ingress thereto and egress therefrom and the proposed to use thereof, and the remaining portion of the Premises will violate any city, stale or federal law, ordinance or regulation, including, without limitation, any applicable building code or zoning ordinances; (d) the proposed use of the Premises by the subtenant or assignee does not conform with the use permitted by Article 4; (e) in the reasonable judgment of Landlord, the proposed subtenant or assignee is of a character or is engaged in a business which would be sublet or as deleterious to the entire premises in the event of an assignment , such termination to be effective as reputation of the date of Building, or the commencement of subtenant or assignee is not sufficiently financially responsible to perform its obligations under the proposed assignment sublease or subletting assignment; or (the "Effective Date"). If Landlord shall exercise its termination right hereunder, Landlord shall have the right to enter into a lease or other occupancy agreement directly with f) the proposed subtenant or assignee or subtenant, and Tenant shall have no right to any of the rents or other consideration payable by such proposed assignee or subtenant under such other leasel or occupancy agreement, even if such rents and other consideration exceed the rent payable under this Lease by Tenant. Landlord shall have the right to lease the Premises to any other tenant, or not lease the Premises, in its sole and absolute discretion. Landlord and Tenant specifically agree that Landlord's right to terminate this Lease under clause (iii) above is a material consideration government or a government agency; Building; provided, however, that the foregoing are merely examples of reasons for Landlord's agreement which Landlord may withhold its consent and shall not be deemed exclusive of any permitted reasons for reasonably withholding consent, whether similar to enter into this Lease and such right may be exercised in Landlord's sole and absolute discretion and no test of reasonableness shall be applicable theretoor dissimilar from to the foregoing examples.

Landlord’s Consent. Landlord’s and Tenant’s agreement with regard to Tenant’s right to transfer all or part of its interest in the Premises is as expressly set forth in this Paragraph 13. Tenant agrees that, except upon Landlord’s prior written consent, which consent shall not (subject to Landlord’s rights under Paragraph 13.d. below) be unreasonably withheld, neither this Lease nor all or any part of the leasehold interest created hereby shall, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, be assigned, mortgaged, pledged, encumbered or otherwise transferred by Tenant or Tenant’s legal representatives or successors in interest (collectively, an “assignment”) and neither the Premises nor any part thereof shall be sublet or be used or occupied for any purpose by anyone other than Tenant (collectively, a “sublease”). Any assignment or subletting without Landlord’s prior written consent shall, at Landlord’s option, be void and shall constitute an Event of Default entitling Landlord shall have thirty (30) days after Tenant's notice of assignment and/or sublease is received with the financial information to terminate this Lease and to exercise all other remedies available to Landlord under this Lease and at law. The parties hereto agree and acknowledge that, among other circumstances for which Landlord may reasonably requested by Landlord (the ('Section 11.3 Notice") to advise Tenant of Landlord's (i) withhold its consent to such proposed assigrunent or sublease, or (ii) withholding of consent for reasonable reasons to such proposed an assignment or sublease, in which event Landlord's notice it shall be accompanied by reasonable for Landlord to withhold its consent where: (i) the assignment or subletting would increase the operating costs for the Building or the burden on the Building services, or generate additional foot traffic, elevator usage or security concerns in the Building, or create an explanation increased probability of the reason comfort and/or safety of Landlord and other tenants in the Building being compromised or reduced, (ii) the space will be used for such disapprovala school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant’s permitted use is retail sales), a personnel or employment agency, an office or facility of any governmental or quasi-governmental agency or authority, a place of public assembly (including without limitation a meeting center, theater or public forum), any use by or affiliation with a foreign government (including without limitation an embassy or consulate or similar office), or a facility for the provision of social, welfare or clinical health services or sleeping accommodations (whether temporary, daytime or overnight); (iii) election to terminate this Lease as to all of the space proposed to be sublet or as to the entire premises in the event of an assignment , such termination to be effective as of the date of the commencement of the proposed assignment assignee or subletting subtenant (the "Effective Date"). If Landlord shall exercise its termination right hereunderor any person which directly or indirectly controls, Landlord shall have the right to enter into a lease is controlled by, or other occupancy agreement directly is under common control with the proposed assignee or subtenant, and Tenant shall have no right to any ) is a current tenant of the rents Building or other consideration payable has negotiated with Landlord within the preceding one hundred eighty (180) days (or is currently negotiating with Landlord) to lease space in the Real Property; (iv) Landlord reasonably disapproves of the proposed assignee’s or subtenant’s reputation or creditworthiness; (v) Landlord reasonably determines that the character of the business that would be conducted by such the proposed assignee or subtenant at the Premises, or the manner of conducting such business, would be inconsistent with the character of the Building as a first-class office building; (vi) the proposed assignee or subtenant is an entity or related to an entity with whom Landlord or any affiliate of Landlord has had adverse dealings; (vii) the assignment or subletting may conflict with any exclusive uses granted to other tenants of the Real Property, or with the terms of any easement, covenant, condition or restriction, or other agreement affecting the Real Property; (viii) the assignment or subletting would involve a change in use from that expressly permitted under such other leasel or occupancy agreement, even if such rents and other consideration exceed this Lease; (ix) Landlord reasonably determines that the rent payable proposed assignee may be unable to perform all of Tenant’s obligations under this Lease or the proposed subtenant may be unable to perform all of its obligations under the proposed sublease or (x) as of the date Tenant requests Landlord’s consent or as of the date Landlord responds thereto, a monetary or a material non-monetary breach or default by Tenant. Landlord Tenant under this Lease shall have occurred and be continuing (although, upon Tenant’s cure of such breach or default, Tenant may resubmit the right to lease the Premises to any other tenant, or not lease the Premises, in its sole and absolute discretion. Landlord and Tenant specifically agree that Landlord's right to terminate this Lease under clause (iii) above is a material consideration request for Landlord's agreement ’s consent to enter into the subject proposed assignment or subletting). Landlord’s foregoing rights and options shall continue throughout the entire term of this Lease and such right may be exercised in Landlord's sole and absolute discretion and no test of reasonableness shall be applicable theretoLease.

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 shall have will, within the same time period for Landlord to elect whether to terminate as aforesaid (i.e., within thirty (30) days after receipt of Tenant's notice of assignment and/or sublease is received with the financial information reasonably requested by Landlord (the ('Section 11.3 Notice") to advise ’s notice), notify Tenant of Landlord's (i) whether it will grant or withhold its consent to such proposed assigrunent or sublease, or (ii) withholding of consent for reasonable reasons to such proposed the applicable assignment or subleasesubletting, in which event Landlord's notice consent shall not be accompanied by an explanation unreasonably withheld, delayed or conditioned. Landlord shall not be deemed to have unreasonably withheld its consent to a sublease of the reason for such disapproval, part or (iii) election to terminate this Lease as to all of the space proposed to be sublet Premises or as to the entire premises in the event of an assignment , such of this Lease if its consent is withheld because: (a) Tenant is then in default hereunder beyond the expiration of applicable notice and cure periods; (b) any notice of termination to be effective as of this Lease or termination of Tenant’s possession was given under Article 17; (c) the portion of the date Premises which Tenant proposes to sublease, including the means of the commencement of ingress thereto and egress therefrom and the proposed assignment or subletting (the "Effective Date"). If Landlord shall exercise its termination right hereunder, Landlord shall have the right to enter into a lease or other occupancy agreement directly with the proposed assignee or subtenant, and Tenant shall have no right to any of the rents or other consideration payable by such proposed assignee or subtenant under such other leasel or occupancy agreement, even if such rents and other consideration exceed the rent payable under this Lease by Tenant. Landlord shall have the right to lease the Premises to any other tenantuse thereof, or not lease the remaining portion of the Premises, or both, will violate any city, state or federal law, ordinance or regulation, including, without limitation, any applicable building code or zoning ordinances; (d) the proposed use of the Premises by the subtenant or assignee does not conform with the use permitted by Article 5; (e) in the reasonable judgment of Landlord, the proposed subtenant or assignee is of a character or is engaged in a business which would be deleterious to the reputation of the Building, or the subtenant or assignee is not sufficiently financially responsible to perform its sole and absolute discretion. Landlord and Tenant specifically agree that Landlord's right to terminate this Lease obligations under clause the proposed sublease or assignment; (iiif) above the proposed subtenant or assignee is a material consideration government or a government agency; or (g) the proposed subtenant or assignee is an occupant of the Office Complex or an entity to whom Landlord or Landlord’s agent have been marketing space in the Office Complex; provided, however, that the foregoing are merely examples of reasons for Landlord's agreement which Landlord may withhold its consent and shall not be deemed exclusive of any permitted reasons for reasonably withholding consent, whether similar to enter into this Lease and such right may be exercised in Landlord's sole and absolute discretion and no test of reasonableness shall be applicable theretoor dissimilar from the foregoing examples.

Landlord’s Consent. Except as otherwise provided in Sections 10(e) and 10(f), Tenant shall not directly or indirectly, voluntarily or by operation of law, sell, assign, encumber, pledge, mortgage or otherwise transfer or hypothecate all or any part of the Premises or Tenant’s leasehold estate hereunder (collectively, “Assignment”), or permit the Premises to be occupied by anyone other than Tenant or sublet the Premises (collectively, “Sublease”) or any portion thereof without Landlord’s prior written consent in each instance, which consent shall not be unreasonably withheld, conditioned or delayed by Landlord. Without otherwise limiting the criteria upon which Landlord shall have thirty (30) days after Tenant's notice of assignment and/or sublease is received with the financial information reasonably requested by may withhold its consent to any proposed Sublease or Assignment, if Landlord (the ('Section 11.3 Notice") to advise Tenant of Landlord's withholds its consent where either (i) consent in the case of a sublease or assignment of more than thirty-four thousand (34,000) rentable square feet of space, the creditworthiness of the proposed sublessee or assignee is not reasonably acceptable to such proposed assigrunent Landlord (e.g. there does not exist reasonable evidence that sublessee or subleaseassignee can pay the rent and additional rent to be charged to sublessee or assignee), or (ii) the proposed sublessee’s or assignee’s use of the Premises is not in compliance with the allowed Tenant’s Use of the Premises as described in the Basic Lease Information, such withholding of consent for reasonable reasons to such proposed assignment or sublease, in which event Landlord's notice shall be accompanied by an explanation of the reason for such disapproval, or (iii) election to terminate this Lease as to all of the space proposed to be sublet or as to the entire premises in the event of an assignment , such termination to be effective as of the date of the commencement of the proposed assignment or subletting (the "Effective Date")presumptively reasonable. If Landlord shall exercise its termination right hereunderconsents to the Sublease or Assignment, Landlord shall have the right to Tenant may thereafter enter into a lease valid Sublease or other occupancy agreement directly with Assignment upon the proposed assignee terms and conditions set forth in this Section 10. In no event shall any Assignment or subtenant, and Sublease release Tenant shall have no right to any of the rents or other consideration payable by such proposed assignee or subtenant under such other leasel or occupancy agreement, even if such rents and other consideration exceed the rent payable from its obligations under this Lease by Tenant. Landlord shall have the right to lease the Premises to any other tenant, or not lease the Premises, in its sole and absolute discretion. Landlord and Tenant specifically agree that Landlord's right to terminate this Lease under clause (iii) above is a material consideration for Landlord's agreement to enter into this Lease and such right may be exercised in Landlord's sole and absolute discretion and no test of reasonableness shall be applicable theretoLease.

Landlord’s Consent. Tenant will not effect or attempt to effect a Transfer without the prior written consent of Landlord which shall not be unreasonably withheld unless Landlord elects to terminate the Lease pursuant to Article 11.04. Landlord shall have thirty be deemed to be acting reasonably in withholding its consent if: (30a) days after Tenant's notice the Transfer would violate any covenant or restriction given to any other tenant of assignment and/or sublease is received with the financial information reasonably requested by Landlord Building; (the ('Section 11.3 Notice"b) to advise Tenant of in Landlord's ’s opinion: (i) consent to such either the financial background or the business history and capability of the proposed assigrunent or sublease, or Transferee is not satisfactory or (ii) withholding of consent for reasonable reasons to such proposed assignment the nature or sublease, in which event Landlord's notice shall be accompanied by an explanation character of the reason for proposed business of the proposed Transferee is such disapprovalthat it might harm Landlord’s business or reputation or reflect unfavourably on the Building, Landlord, or (iii) election to terminate this Lease as to all other tenants of the space Building, or the image of any of them, or is unethical, immoral or illegal; (c) the proposed to be sublet Transferee or as to any principal of the entire proposed Transferee or any principal shareholder of the proposed Transferee has a history of defaults under other commercial leases or does not have a satisfactory history of compliance with laws; (d) Landlord at the time has, or will have in the next ensuing three (3) month period, other premises in the event Building suitable for leasing to the proposed Transferee; (e) the proposed Transferee has agreed to pay to the proposed Transferor some form of an assignment , such termination consideration that is reasonably attributable to the value of the Premises or to any Leasehold Improvements; (f) the proposed Transfer is in favour of any existing tenant or occupant of the Building or of any other building owned or operated by Landlord or any of its affiliates within the City in which the Building is situated; (g) the amount of rent to be effective as of paid by the date of proposed Transferee is less than that provided for in this Lease or the commencement terms of the proposed assignment or subletting Transfer are otherwise in any respect more favourable to the proposed Transferee than those of this Lease are to Tenant; (h) the "Effective Date"). If Landlord shall exercise its termination right hereunderproposed Transfer is a mortgage, Landlord shall have the right to enter into a lease charge or other occupancy agreement directly with encumbrance of Tenant’s rights or interest under this Lease; (i) an event of default on the part of Tenant hereunder has occurred and is continuing or any notice of default was given by Landlord to Tenant in the preceding twelve (12) month period; (j) the proposed assignee or subtenant, and Tenant shall have no right to any Transfer is a sublease by an existing sublessee of the rents Premises or other consideration payable by such proposed assignee or subtenant under such other leasel or occupancy agreement, even if such rents and other consideration exceed any part thereof; (k) Landlord does not receive sufficient information to enable it to make a determination concerning the rent payable under this Lease by Tenant. Landlord shall have the right to lease the Premises to matters set out above; or (1) there is any other tenant, or reasonable ground not lease the Premises, in its sole and absolute discretion. Landlord and Tenant specifically agree that Landlord's right to terminate this Lease under clause (iii) stated above is a material consideration for Landlord's agreement to enter into this Lease and such right may be exercised in Landlord's sole and absolute discretion and no test of reasonableness shall be applicable theretowithholding consent.

Landlord’s Consent. Landlord shall have thirty not unreasonably withhold, condition or delay its consent to any proposed Transfer of the Subject Space to the Transferee on the terms specified in the Transfer Notice. Landlord shall respond to the Transfer Notice within ten (3010) days after Tenant's notice of assignment and/or sublease is received with the financial information reasonably requested by Landlord (the ('Section 11.3 Notice") to advise Tenant of Landlord's receipt thereof and, if Landlord fails to respond within such ten (10) day period, Landlord shall be deemed to have disapproved the Transfer that is the subject of the Transfer Notice. Without limitation as to other reasonable grounds for withholding consent, the parties hereby agree that it shall be reasonable under this Lease and under any applicable law for Landlord to withhold consent to any proposed Transfer where one or more of the following apply: 14.2.1 The Transferee is of a character or reputation or engaged in a business which is not consistent with the quality of the Building or the Project; 14.2.2 The Transferee intends to use the Subject Space for purposes which are not permitted under this Lease; 14.2.3 The Transferee is either a governmental agency or instrumentality thereof; 14.2.4 [intentionally omitted]; 14.2.5 The Transferee is not a party of reasonable financial worth and/or financial stability in light of the responsibilities to be undertaken in connection with the Transfer on the date consent is requested; 14.2.6 The proposed Transfer would cause a violation of another lease for space in the Project, or would give an occupant of the Project a right to cancel its lease; 14.2.7 [intentionally omitted]; 14.2.8 Either the proposed Transferee, or any person or entity which directly or indirectly, controls, is controlled by, or is under common control with, the proposed Transferee, (i) consent to such proposed assigrunent or subleaseoccupies space in the Project at the time of the request for consent, or (ii) withholding is negotiating with Landlord (which for purposes of consent for reasonable reasons this item (ii) and (iii), below, shall be evidenced by the transmittal of one or more letters of intent, draft proposals or lease documents by such Transferee to Landlord or Landlord to such proposed assignment or sublease, Transferee) to lease space in which event Landlord's notice shall be accompanied by an explanation of the reason for Project at such disapprovaltime, or (iii) election has negotiated with Landlord during the three (3)-month period immediately preceding the Transfer Notice to terminate this Lease as to all lease space in the Project, provided that in either (i) or (ii) above, Landlord has space in the Building available for lease of a size reasonably consistent with the proposed Transferee's square footage requirements; 14.2.9 [intentionally omitted]; or 14.2.10 The portion of the space proposed Premises to be sublet or as assigned is irregular in shape with inadequate means of ingress and/or egress. Notwithstanding anything to the entire premises contrary contained herein, in no event shall Tenant enter into any Transfer for the possession, use, occupancy or utilization (collectively, "use") of the part of the Premises which (i) provides for a rental or other payment for such use based in whole or in part on the income or profits derived by any person from the Premises (other than an amount based on a fixed percentage or percentages of gross receipts or sales), and Tenant agrees that all Transfers of any part of the Premises shall provide that the person having an interest in the event use of the Premises shall not enter into any lease or sublease which provides for a rental or other payment for such use based in whole or in part on the income or profits derived by any person from the Premises (other than an assignment amount based on a fixed percentage or percentages of gross receipts of sales), or (ii) would cause any portion of the amounts payable to Landlord hereunder to not constitute "rents from real property" within the meaning of Section 512(b)(3) of the Internal Revenue Code of 1986, and any such termination purported Transfer shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premises. In the calculations of the Rent paid during each annual period for the Subject Space shall be computed after adjusting such rent to the actual effective rent to be paid, taking into consideration any and all reasonable leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and tenant improvement allowance. For purposes of calculating any such effective as rent all such concessions shall be amortized on a straight-line basis over the relevant term. If Landlord consents to any Transfer pursuant to the terms of this Section 14.2, Tenant may within six (6) months after Landlord's consent, but not later than the expiration of said six-month period, enter into such Transfer of the date Subject Space, upon substantially the same terms and conditions as are set forth in the Transfer Notice furnished by Tenant to Landlord pursuant to Section 14.1 of this Lease, provided that if there are any changes in the commencement terms and conditions from those specified in the Transfer Notice such that Landlord would initially have been entitled to refuse its consent to such Transfer under this Section 14.2, Tenant shall again submit the Transfer to Landlord for its approval and other action under this Article 14. Notwithstanding anything to the contrary in this Lease, if Tenant or any proposed Transferee claims that Landlord has unreasonably withheld or delayed its consent under Section 14.2 or otherwise has breached or acted unreasonably under this Article 14, Tenant hereby waives any right at law or equity to terminate this Lease, on its own behalf and, to the extent permitted under all applicable laws, on behalf of the proposed assignment or subletting (the "Effective Date"). If Landlord shall exercise its termination right hereunder, Landlord shall have the right to enter into a lease or other occupancy agreement directly with the proposed assignee or subtenant, and Tenant shall have no right to any of the rents or other consideration payable by such proposed assignee or subtenant under such other leasel or occupancy agreement, even if such rents and other consideration exceed the rent payable under this Lease by Tenant. Landlord shall have the right to lease the Premises to any other tenant, or not lease the Premises, in its sole and absolute discretion. Landlord and Tenant specifically agree that Landlord's right to terminate this Lease under clause (iii) above is a material consideration for Landlord's agreement to enter into this Lease and such right may be exercised in Landlord's sole and absolute discretion and no test of reasonableness shall be applicable theretoTransferee.

Landlord’s Consent. Tenant shall not sell, assign, encumber, mortgage or transfer this Lease or any interest therein, or sublet the Premises or any part thereof, or allow any transfer hereof of any lien upon Tenant’s leasehold interest by operation of law or otherwise (collectively, a “Transfer”) without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned, or delayed. Without limiting Landlord’s right to reasonably withhold such consent, the withholding of such consent may be based upon, but not limited to, the following: (1) The financial strength of the proposed assignee or subtenant, including but not limited to the adequacy of its working capital, to pay all expenses anticipated in connection with any proposed remodeling of the Premises. (2) The business reputation, character, history and nature of the business of the proposed assignee or subtenant. (3) Whether the proposed assignee or subtenant is a person with whom Landlord shall have thirty has actively negotiated for space in the Building during the twelve (3012) days after Tenant's month period ending with the date Landlord receives notice of assignment and/or sublease is received with the financial information reasonably requested by Landlord (the ('Section 11.3 Notice") to advise Tenant of Landlord's (i) consent to such proposed assigrunent or sublease, or (ii) withholding of consent for reasonable reasons to such proposed assignment or subleasesubletting. (4) The proposed assignee or subtenant or any person or entity which directly or indirectly controls, in which event Landlord's notice shall be accompanied is controlled by an explanation of the reason for such disapproval, or (iii) election to terminate this Lease as to all of the space proposed to be sublet or as to the entire premises in the event of an assignment , such termination to be effective as of the date of the commencement of the proposed assignment or subletting (the "Effective Date"). If Landlord shall exercise its termination right hereunder, Landlord shall have the right to enter into a lease or other occupancy agreement directly is under common control with the proposed assignee or subtenant, and Tenant shall have no right to is then an occupant or tenant of any of other space in the rents or other consideration payable by such Building. (5) The proposed assignee or subtenant under such other leasel is a domestic or occupancy agreementforeign government, even if such rents or an entity related to foreign government, or otherwise be entitled, directly or indirectly, to diplomatic or sovereign immunity (any transferee must be subject to the service of process in, and other consideration exceed be subject to the rent payable under this Lease by Tenant. Landlord shall have jurisdiction of the right to lease courts of, the Premises to local jurisdiction in which the Building is located). (6) The proposed use must be consistent with the first class nature of the Building. (7) The proposed use would cause a violation of any other tenantrights granted by Landlord to other tenants. (8) The proposed assignee or subtenant is a “high density” (i.e., 1 person per 150 rentable square feet of space in the Premises) user, resulting in the common elements becoming overburdened, , imposition of a material additional burden upon services to be supplied by Landlord to Tenant, or not lease a material increase in the burden on either parking or the elevators which service the Premises, in its sole and absolute discretion. Landlord and each case beyond that which is associated with normal occupancy. (9) Whether there then exists any Default by Tenant specifically agree that Landlord's right pursuant to terminate this Lease under clause (iii) above is a material consideration for Landlord's agreement to enter into this Lease and such right may be exercised in Landlord's sole and absolute discretion and no test of reasonableness shall be applicable theretoLease.

Landlord’s Consent. Landlord (a) Tenant shall have thirty not assign, transfer, mortgage or otherwise encumber this Lease or sublet or rent (30or permit a third party to occupy or use) days after Tenant's notice the Premises, or any part thereof, nor shall any assignment or transfer of assignment and/or sublease is received with this Lease or the financial information reasonably requested right of occupancy hereunder be effected by Landlord (operation of law or otherwise, without the ('Section 11.3 Notice") to advise Tenant prior written consent of Landlord's , such consent not to be unreasonably withheld, conditioned, or delayed. A transfer at any one time or from time to time of a majority interest in Tenant (whether stock, partnership interest or other form of ownership or control) shall be deemed to be an assignment of this Lease, unless at the time of such transfer Tenant is an entity whose outstanding stock is listed on a recognized security exchange. Within 30 days following Landlord’s receipt of Tenant’s request for Landlord’s consent to a proposed assignment, sublease, or other encumbrance, together with all information required to be delivered by Tenant pursuant to the provisions of this Section 10.1, Landlord shall: (i) consent to such proposed assigrunent or sublease, or transaction; (ii) withholding of consent for reasonable reasons to refuse such proposed assignment or sublease, in which event Landlord's notice shall be accompanied by an explanation of the reason for such disapproval, consent; or (iii) election elect to terminate this Lease in the event of an assignment, or in the case of a sublease, terminate this Lease as to all the portion of the space Premises proposed to be sublet in accordance with the provisions of Section 10.2. Any assignment, sublease or other encumbrance without Landlord’s written consent shall be voidable by Landlord and, at Landlord’s election, constitute an Event of Default hereunder. Without limiting other instances in which Landlord may reasonably withhold consent to an assignment or sublease, Landlord and Park Ten Plaza – RigNet, Inc. Table of Contents Tenant acknowledge that Landlord may withhold consent (a) if an Event of Default exists under this Lease or if an Event of Default would exist but for the pendency of any cure periods provided under Section 20.1; or (b) if the proposed assignee or sublessee is: a governmental entity; a person or entity with whom Landlord has negotiated for space in the Project during the prior six months; a present tenant in the Project; a person or entity whose tenancy in the Project would not be a Permitted Use or would violate any exclusivity arrangement which Landlord has with any other tenant; a person or entity of a character or reputation or engaged in a business which is not consistent with the quality of the Project; or not a party of reasonable financial worth and/or financial stability in light of the responsibilities involved under this Lease on the date consent is requested. If Tenant requests Landlord’s consent to a specific assignment or subletting, Tenant will submit in writing to Landlord: (1) the name and address of the proposed assignee or subtenant; (2) a counterpart of the proposed agreement of assignment or sublease; (3) reasonably satisfactory information as to the entire premises in the event of an assignment , such termination to be effective as nature and character of the date business of the commencement of the proposed assignment or subletting (the "Effective Date"). If Landlord shall exercise its termination right hereunder, Landlord shall have the right to enter into a lease or other occupancy agreement directly with the proposed assignee or subtenant, and as to the nature of its proposed use of the space; (4) banking, financial or other credit information reasonably sufficient to enable Landlord to determine the financial responsibility and character of the proposed assignee or subtenant; (5) executed estoppel certificates from Tenant shall have no right containing such information as provided in Section 24.4; and (6) any other information reasonably requested by Landlord. (b) Notwithstanding that the prior express written permission of Landlord to any of the rents aforesaid transactions may have been obtained, the following shall apply: (i) In the event of an assignment, contemporaneously with the granting of Landlord’s aforesaid consent, Tenant shall cause the assignee to expressly assume in writing and agree to perform all of the covenants, duties, and obligations of Tenant hereunder and such assignee shall be jointly and severally liable therefor along with Tenant. (ii) All terms and provisions of this Lease shall continue to apply after any such transaction. (iii) In any case where Landlord consents to an assignment, transfer, encumbrance or subletting, the undersigned Tenant and any Guarantor shall nevertheless remain directly and primarily liable for the performance of all of the covenants, duties, and obligations of Tenant hereunder (including, without limitation, the obligation to pay all Rent and other sums herein provided to be paid), and Landlord shall be permitted to enforce the provisions of this instrument against the undersigned Tenant, any Guarantor and/or any assignee without demand upon or proceeding in any way against any other person. Neither the consent by Landlord to any assignment, transfer, encumbrance or subletting nor the collection or acceptance by Landlord of rent from any assignee, subtenant or occupant shall be construed as a waiver or release of the initial Tenant or any Guarantor from the terms and conditions of this Lease or relieve Tenant or any subtenant, assignee or other consideration party from obtaining the consent in writing of Landlord to any further assignment, transfer, encumbrance or subletting. (iv) Tenant hereby assigns to Landlord the rent and other sums due from any subtenant, assignee or other occupant of the Premises and hereby authorizes and directs each such subtenant, assignee or other occupant to pay such rent or other sums directly to Landlord; provided however, that until the occurrence of an Event of Default, Tenant shall have the license to continue collecting such rent and other sums. Notwithstanding the foregoing, in the event that the rent due and payable by a sublessee under any such proposed assignee or subtenant under such other leasel or occupancy agreement, even if such rents and other consideration exceed permitted sublease exceeds the rent hereinabove provided Rent payable under this Lease Lease, or if with respect to a permitted assignment, permitted license, or other transfer by Tenant. Landlord Tenant permitted by Landlord, the consideration payable to Tenant by the assignee, licensee, or other transferee exceeds the Rent payable under this Lease, then Tenant shall have be bound and obligated to pay Landlord, in accordance with Section 10.3, the right to lease the Premises to Net Profits (as defined in Section 10.3) and any other tenantexcess consideration within 10 days following receipt thereof by Tenant from such sublessee, assignee, licensee, or not lease other transferee, as the Premisescase may be. OFFICE LEASE PAGE 14 Park Ten Plaza – RigNet, Inc. Table of Contents (v) Tenant shall pay Landlord a fee in the amount of $1,000.00 to reimburse Landlord for all its expenses under this Article X, including, without limitation, reasonable attorneys’ fees, in its sole and absolute discretion. Landlord and Tenant specifically agree that Landlord's right to terminate this Lease under clause (iii) above is a material consideration connection with any request for Landlord's agreement ’s consent to enter into this Lease and a sublease, assignment or deemed assignment, whether or not Landlord consents to such right may be exercised in Landlord's sole and absolute discretion and no test of reasonableness shall be applicable theretorequest.

Landlord’s Consent. (a) If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall have include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after Tenant's notice the date of assignment and/or sublease is received with delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred, (iii) all of the terms of the proposed Transfer and the consideration therefor, including the name and address of the proposed Transferee, and an executed copy of all documentation effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information required by Landlord which will enable Landlord to determine the financial information reasonably requested by responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Premises. (b) In the event Landlord (does not exercise its options pursuant to Section 6.4 below to recapture the ('Section 11.3 Notice") Premises or terminate this Lease in whole or in part, Landlord’s consent to advise Tenant of Landlord's a proposed Transfer shall not be unreasonably withheld, conditioned or delayed, provided and upon condition that: (i) consent to such proposed assigrunent or sublease, or There shall not be an Event of Default that remains uncured; (ii) withholding of consent for In Landlord’s reasonable reasons to such judgment the proposed assignment or sublease, Transferee is engaged in a business which event Landlord's notice shall be accompanied by an explanation is in keeping with the then standards of the reason for such disapproval, or Building and Property and the proposed use is limited to the Permitted Use; (iii) election to terminate this Lease as to all The proposed Transferee is a reputable entity and has sufficient financial worth and stability in light of the space proposed responsibilities to be sublet undertaken, based on evidence provided by Tenant (and others) to Landlord, as determined by Landlord in its reasonable discretion; (iv) Neither (A) the proposed Transferee nor (B) any person or as entity which, directly or indirectly, controls, is controlled by, or is under common control with, the proposed Transferee, is then an occupant of any part of the Property; (v) The proposed Transferee is not a person or entity with whom Landlord is then, or during the preceding nine (9) months has been, actively negotiating to lease space at the entire premises Property; (vi) The proposed Transfer shall be in form reasonably satisfactory to Landlord and shall comply with the applicable provisions of this Article 6; (vii) Tenant shall not have advertised or publicized in any way the availability of the Premises at rental rate less than the base rent and additional rent at which Landlord is then offering to lease other space located in the event of an assignment Building without prior notice to and approval by Landlord, such termination which approval shall not be unreasonably withheld, conditioned or delayed; (viii) With respect to be effective as a proposed sublease, the proposed sublease involves, in Landlord’s reasonable judgment, a portion of the date Premises which is independently leasable space; (ix) The holder of any Superior Mortgage and/or Superior Lease, as applicable, consents to such Transfer; and (x) Neither the commencement identity nor business of the proposed assignment Transferee would cause Landlord to be in violation of any covenant or subletting (restriction contained in another lease at the "Effective Date"). If Landlord shall exercise its termination right hereunder, Landlord shall have the right to enter into a lease or other occupancy agreement directly with the proposed assignee or subtenant, and Tenant shall have no right to any of the rents or other consideration payable by such proposed assignee or subtenant under such other leasel or occupancy agreement, even if such rents and other consideration exceed the rent payable under this Lease by Tenant. Landlord shall have the right to lease the Premises to any other tenant, or not lease the Premises, in its sole and absolute discretion. Landlord and Tenant specifically agree that Landlord's right to terminate this Lease under clause (iii) above is a material consideration for Landlord's agreement to enter into this Lease and such right may be exercised in Landlord's sole and absolute discretion and no test of reasonableness shall be applicable theretoProperty.

Landlord’s Consent. Tenant shall not assign its interests hereunder or sublease all or any portion of the Premises (for purposes of this Lease, a license shall be deemed to be a sublease) without the prior written consent of Landlord, which shall not be unreasonably withheld, conditioned or delayed, except that Landlord shall have thirty (30) days after Tenant's notice of assignment and/or sublease is received with the financial information reasonably requested by Landlord (the ('Section 11.3 Notice") not, under any circumstances, be obligated to advise Tenant of Landlord's (i) consent to such proposed assigrunent or sublease, or (ii) withholding of consent for reasonable reasons to such proposed assignment or sublease, in which event Landlord's notice shall be accompanied by an explanation of the reason for such disapproval, or (iii) election to terminate this Lease as to all of the space proposed to be sublet or as to the entire premises in the event of an assignment , such termination to be effective as of the date of the commencement of the proposed any assignment or subletting by Tenant to any other tenant of the Building (unless Landlord has no space in the "Effective Date"Building available to lease to such other tenant or unless Landlord has offered, and such other tenant has rejected, available space in the Building). If Without limiting the generality of the foregoing, it shall be reasonable for Landlord shall exercise its termination right hereunder, Landlord shall have the right to enter into a lease or other occupancy agreement directly with deny consent if: (1) The financial strength of the proposed assignee or subtenant, both in terms of net worth and Tenant shall have no right to any in terms of reasonably anticipated cash flow over the rents or other consideration payable by such Lease term, is materially less than Tenant’s financial strength at the time this Lease was signed. (2) The proposed assignee or subtenant will burden the Premises and/or Building Common Areas to an extent substantially disproportionate to typical tenants of the Building, whether through disproportionate demand for landlord services or utilities, disproportionate bearing weights on floor areas, deterioration of floors or other elements of the Building, or otherwise. (3) The proposed assignee’s or subtenant’s use of the Premises is not a use expressly permitted under such applicable law for the Building and will not, in Landlord’s sole judgment, be compatible with the uses of the other leasel tenants in the Building or occupancy agreementwill not be appropriate for a Class A office building. (4) The use to be made of the Premises by the proposed assignee or subtenant is (A) not generally consistent with the character and nature of all other tenancies in the Office Component, even if such rents and or (B) a use which conflicts with any so-called “exclusive” then in favor of, or for any use which is the same as that stated in any percentage rent lease to, another tenant of the Building, or (C) is a use which would be prohibited by any other consideration exceed the rent payable under portion of this Lease (including, but not limited to, any Rules and Regulations then in effect). (5) The proposed assignee or subtenant is either a governmental agency or instrumentality thereof. (6) Either the proposed assignee or subtenant or any person or entity which directly or indirectly controls, is controlled by Tenant. or is under common control with the proposed assignee or subtenant (A) occupies space in the Building at the time of the request for consent, or (B) (i) is negotiating with Landlord shall have for lease of space in the right Building or (ii) has received a written proposal from Landlord to lease space in the Building during the six (6) month period immediately preceding the date of the proposed transfer (as used herein, to lease space in the Building; notwithstanding the foregoing, this restriction shall not apply if Landlord does not then have space available in the Building for lease. (7) The proposed assignee or subtenant has an anticipated use of the Premises involving the generation, storage, use, treatment, or disposal of Hazardous Material, other than Hazardous Materials permitted to be used at the Premises pursuant to this Lease. With respect to any other tenantproposed assignment or subleasing requiring Landlord’s consent, Tenant shall submit to Landlord in writing, at least fourteen (14) business days prior to the effective date of the assignment or not lease sublease, (a) a notice of application to assign or sublease, setting forth the proposed effective date; (b) the name of the proposed assignee or subtenant; (c) the nature of the proposed assignee’s or subtenant’s business to be carried on in the Premises; (d) the terms of the proposed sublease or assignment; and (e) then-available financial information for the proposed assignee or subtenant. Tenant shall not submit any such application to Landlord until Tenant has received a bona fide offer from the proposed assignee or subtenant. Any transfer (or sequence of transfers resulting, in its sole and absolute discretion. Landlord and the aggregate, in the transfer) of fifty percent (50%) of more of the beneficial ownership of Tenant specifically agree that Landlord's right to terminate shall constitute an assignment for purposes of this Lease under clause (iii) above Article 16; provided, however, transfers of shares of stock occurring while Tenant is a material consideration for Landlord's agreement to enter into this Lease and such right may be exercised in Landlord's sole and absolute discretion and no test of reasonableness publicly-traded company shall be applicable theretonot constitute an assignment hereunder.

Landlord’s Consent. Landlord shall have thirty (30a) Landlord's Options after Receipt of Tenant's Notice. If Landlord's consent is required to an Assignment or Sublease, at any time within fifteen (15) business days after Landlord's receipt of Tenant's Notice (including but not limited to all of the documents which Landlord may request pursuant to sub-part (v) of Section 13.2), Landlord may by written notice of assignment and/or sublease is received with the financial information reasonably requested by Landlord (the ('Section 11.3 Notice") to advise Tenant of Landlord's elect to (i) consent to such proposed assigrunent or subleasesublease the portion of the Premises specified in Tenant's Notice (except as otherwise provided in subsection (b) of Section 13.4) or, or if Xxxxxx's Notice proposes an Assignment, take an assignment of the Lease on the terms set forth in Tenant's Notice (except as otherwise provided in Section 13.4), (ii) withholding of consent for reasonable reasons to such proposed assignment the Sublease or sublease, in which event Landlord's notice shall be accompanied by an explanation of the reason for such disapprovalAssignment, or (iii) election to terminate this Lease as to all of disapprove the space proposed to be sublet Sublease or as to the entire premises in the event of an assignment Assignment; provided, such termination to be effective as of the date of the commencement of the proposed assignment or subletting (the "Effective Date"). If Landlord shall exercise its termination right hereunderhowever, Landlord shall have not unreasonably withhold its consent to the right Assignment or Sublease. Landlord's failure to enter into elect any of the alternatives provided in this Section 13.3(a) within the period of fifteen (15) business days hereinabove provided shall be deemed consent to the proposed Assignment or Sublease, subject to Section 13.3(e) below. (b) Some of the Criteria for Landlord's Consent. By way of example, the parties hereby agree that it shall be reasonable for Landlord to withhold its consent to a lease proposed Sublease or other occupancy agreement directly with Assignment based on any of the following factors, provided that this list shall not be exclusive: (i) the use of the Premises by the proposed assignee or subtenant, and Tenant shall have no right to any sublessee will not comply with the use of the rents or other consideration payable by such Premises as described in the Basic Lease Information; (ii) the present financial condition of the proposed assignee or subtenant under such other leasel or occupancy agreement, even if such rents and other consideration exceed the rent payable under this Lease by Tenant. Landlord shall have the right to lease the Premises to any other tenant, or not lease the Premisessublessee is insufficient, in its sole and absolute discretion. Landlord and Tenant specifically agree that Landlord's right reasonable judgment, to terminate this Lease under clause meet Xxxxxxxx's credit standards; (iii) above is a material consideration for Landlordthe proposed assignee's agreement to enter into this Lease and such right may be exercised in Landlordor sublessee's sole and absolute discretion and no test anticipated use of reasonableness shall be applicable theretothe Premises involves the generation, storage, use, treatment, or disposal of any Hazardous Materials; or (iv) the proposed use of the first floor of the Premises would include any retail activity.

Landlord’s Consent. 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 interest by operation of law or otherwise (collectively, a “Transfer”) without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned, or delayed. Without limiting Landlord’s right to withhold such consent, the withholding of such consent may be based upon, but not limited to, the following: (1) The financial strength of the proposed assignee or subtenant, including but not limited to the adequacy of its working capital to pay all expenses anticipated in connection with any proposed remodeling of the Premises. (2) The business reputation, character, history and nature of the business of the proposed assignee or subtenant. (3) Whether the proposed assignee or subtenant is a person with whom Landlord shall have thirty has negotiated for space in the Building during the twelve (3012) days after Tenant's month period ending with the date Landlord receives notice of assignment and/or sublease is received with the financial information reasonably requested by Landlord (the ('Section 11.3 Notice") to advise Tenant of Landlord's (i) consent to such proposed assigrunent or sublease, or (ii) withholding of consent for reasonable reasons to such proposed assignment or subleasesubletting. (4) The proposed assignee or subtenant or any person or entity which directly or indirectly controls, in which event Landlord's notice shall be accompanied is controlled by an explanation of the reason for such disapproval, or (iii) election to terminate this Lease as to all of the space proposed to be sublet or as to the entire premises in the event of an assignment , such termination to be effective as of the date of the commencement of the proposed assignment or subletting (the "Effective Date"). If Landlord shall exercise its termination right hereunder, Landlord shall have the right to enter into a lease or other occupancy agreement directly is under common control with the proposed assignee or subtenant, is then an occupant or tenant of any other space in the Building. (5) The proposed assignee or subtenant is a domestic or foreign government, or an entity related to foreign government, or otherwise be entitled, directly or indirectly, to diplomatic or sovereign immunity (any transferee must be subject to the service of process in, and Tenant shall have no right be subject to any the jurisdiction of the rents or other consideration payable courts of, the local jurisdiction in which the Building is located). (6) Whether the proposed use of the Premises by such proposed assignee or subtenant under and the compatibility of such proposed use with (i) Landlord’s strategic plan, and (ii) the quality and nature of uses by other leasel or occupancy agreement, even if such rents and other consideration exceed tenants. The proposed use must be consistent with the rent payable under this Lease by Tenant. Landlord shall have first class nature of the right to lease the Premises to Building. (7) The proposed use would cause a violation of any other tenantrights granted by Landlord to other tenants. (8) The proposed assignee or subtenant is a “high density” user or otherwise may overburden the common elements, and the proposed occupancy shall not materially increase the cleaning requirements, impose a material additional burden upon services to be supplied by Landlord to Tenant, or not lease materially increase the burden on either parking or the elevators which service the Premises, in its sole and absolute discretion. Landlord and each case beyond that which is associated with normal occupancy. (9) Whether there then exists any default by Tenant specifically agree that Landlord's right pursuant to terminate this Lease or any non-payment or non-performance by Tenant under clause this Lease which, with the passage of time or the giving of notice, would constitute a default under this Lease. (iii10) above is a material consideration for Landlord's agreement to enter into ’s reasonable determination that each and every covenant, condition or obligation imposed upon Tenant by this Lease and each and every right, remedy or benefit afforded Landlord by this Lease is not impaired or diminished by such right may assignment or subletting. (11) Either the area of the Premises to be exercised sublet or the remaining area of the Premises is not regular in shape with appropriate means of ingress or egress suitable for normal renting purposes. (12) The proposed assignment or sublease instrument does not have the substance or form which is reasonably acceptable to Landlord's sole . Tenant shall not have publicly advertised in any way the availability of the Premises at a rental rate less than the fixed rent and absolute discretion and no test of reasonableness additional rent at which Landlord is then offering to lease comparable space in the Building for a comparable term, but nothing contained in this clause (x) shall be deemed to prohibit Tenant, without Landlord’s consent or approval, from listing with brokers the availability of the Premises for sublet or assignment at any rental rate, and Landlord hereby acknowledges that brokers’ fliers shall not be deemed to constitute public advertisements. Notwithstanding any provision of this Lease to the contrary, provided that Tenant remains liable on this Lease, provides Landlord with prior written notice and names of the applicable theretotransferee and a copy of the applicable assignment or sublease agreement, and Tenant is not then in default beyond any applicable notice and cure period, then the following transfers will not require Landlord’s prior consent (each a “Permitted Transfer”, and any successor to Tenant pursuant to a Permitted Transfer is sometimes referred to herein as a “Permitted Transferee”): (a) a transfer to any entity which is controlled by Tenant; (b) a transfer to any entity which controls Tenant (“Parent”); (c) a transfer to any entity which is controlled by Tenant’s Parent; and (d) a transfer to any entity into which or with which Tenant is merged or consolidated, any entity that acquires more than fifty percent (50%) of Tenant’s outstanding voting power, or any entity which purchases substantially all of Tenant’s assets, provided that such transferee or surviving corporation has a tangible net worth and credit rating at least as favorable as Tenant at both the time of the execution of this Lease and at the time of the proposed transaction, as evidenced by financial statements (pro forma, if applicable) supplied by Tenant to Landlord.

Landlord’s Consent. Landlord Tenant shall have thirty 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 interest by operation of law or otherwise (30collectively, a “Transfer”) days after Tenant's notice without the prior written consent of assignment and/or sublease Landlord, which consent shall not be unreasonably withheld. Without limiting Landlord’s right to withhold such consent, the withholding of such consent may be based upon, but not limited to, the following: (a) 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 received not in keeping with the financial information reasonably requested by standards of Landlord (for the ('Section 11.3 Notice") to advise Tenant of Landlord's (i) consent to such proposed assigrunent or sublease, Building or (iiB) withholding of consent for reasonable reasons to such proposed assignment has an unfavorable reputation or sublease, in which event Landlord's notice shall be accompanied by an explanation credit standing; (b) Either the area of the reason for such disapproval, or (iii) election to terminate this Lease as to all of the space proposed Premises to be sublet or as to the entire premises in the event of an assignment , such termination to be effective as remaining area of the date Premises is not regular in shape with appropriate means of the commencement of the ingress or egress suitable for normal renting purposes; (c) Tenant is in Default under this Lease; (d) The proposed assignment assignee or subletting (the "Effective Date"). If Landlord shall exercise its termination right hereundersubtenant or any person or entity which directly or indirectly controls, Landlord shall have the right to enter into a lease is controlled by or other occupancy agreement directly is under common control with the proposed assignee or subtenant, and Tenant shall have no right is then an occupant or tenant of any other space in the Building; (e) The proposed sublessee or assignee is a person or entity with whom Landlord is then negotiating to any of lease space in the rents Building; or (f) The proposed assignment or other consideration payable by such proposed assignee or subtenant under such other leasel or occupancy agreement, even if such rents and other consideration exceed the rent payable under this Lease by Tenant. Landlord shall sublease instrument does not have the right substance or form which is reasonably acceptable to lease the Premises Landlord. If Landlord consents to any other tenantsuch sublet or assignment, or not lease the Premises, in its sole and absolute discretion. Landlord and Tenant specifically agree that Landlord's right to terminate this Lease under clause (iii) above is a material consideration for Landlord's agreement to enter into this Lease and such right may be exercised in Landlord's sole and absolute discretion and no test of reasonableness consent shall be applicable theretoexpressly contingent upon Tenant’s payment to Landlord, as Rent, Landlord’s costs and expenses incurred in connection therewith, including, but not limited to, reasonable attorney’s fees and Landlord’s construction supervision fee, if applicable. 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.

Landlord’s Consent. Tenant shall not voluntarily, involuntarily or by operation of law assign, transfer, mortgage, sublet, hypothecate or otherwise transfer or encumber (individually or collectively, “Transfer”) all or any part of Tenant’s interest in this Lease or in the Premises, without first obtaining Landlord’s express written consent, which consent shall not be unreasonably withheld. No consent to any Transfer shall constitute a waiver of the provisions of this Section. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary, or by operation of law, of any partner, or the dissolution of the partnership, shall be deemed a Transfer requiring Landlord’s consent. If Tenant consists of more than one person or entity, a purported assignment, voluntary, involuntary, or by operation of law, from one person to the other shall be deemed a Transfer requiring Landlord’s consent. If Tenant is a corporation, any dissolution, merger, consolidation, or other reorganization of Tenant, or the sale or other transfer of any of the capital stock of Tenant or the value of the assets of Tenant, shall not be deemed a Transfer requiring Landlord’s consent. Landlord and Tenant agree (by way of example and without limitation) that it shall have thirty (30) days after Tenant's notice be reasonable for Landlord to withhold its consent to a Transfer if any of assignment and/or sublease is received with the financial information reasonably requested by Landlord (the ('Section 11.3 Notice") to advise Tenant of Landlord's following situations exist or may exist: (i) consent to such the proposed assigrunent Transferee’s (as defined below) use of the Premises conflicts with the “use of Premises” as set forth in Section 1.13 or, regardless of any conflict, is of a type or sublease, nature that would have a negative effect on the reputation or value of the Building; (ii) withholding of consent for in Landlord’s reasonable reasons business judgment, the proposed Transferee lacks sufficient business reputation or experience to such proposed assignment or sublease, in which event Landlord's notice shall be accompanied by an explanation operate a successful business of the reason for such disapproval, or type and quality permitted under this Lease; (iii) election Tenant is in default pursuant to terminate this Lease as to all Lease; (iv) in Landlord’s reasonable business judgment, the present net worth of the space proposed to be sublet or as to Transferee is less than the entire premises in the event greater of an assignment , such termination to be effective Tenant’s net worth as of the date of this Lease or Tenant’s net worth at the commencement date of Tenant’s request for consent; (v) the proposed Transferee has been involved in bona fide negotiations with Landlord for space in the Building within the preceding twelve (12) months; (vi) the rent for the sublease or assignment is less than the fair market value for comparable space at the time of such sublease or assignment, as determined by Landlord; (vii) the sublease or assignment will result in more than two (2) occupants per floor within the Premises, including Tenant and all subtenants; (viii) the Premises are not regular in shape with appropriate means of ingress and egress and suitable for normal renting purposes; and/or (ix) the proposed subtenant or assignee is either a government (or subdivision or agency thereof) or an occupant of the proposed assignment Building. Any attempted or subletting purported Transfer without Landlord’s prior written consent shall be void and of no force or effect, and shall not confer any estate or benefit on anyone. A consent to one (the "Effective Date"). If 1) Transfer by Landlord shall exercise its termination right hereunder, Landlord shall have the right not be deemed to enter into be a lease or other occupancy agreement directly with the proposed assignee or subtenant, and Tenant shall have no right consent to any of the rents or other consideration payable by such proposed assignee or subtenant under such other leasel or occupancy agreement, even if such rents and other consideration exceed the rent payable under this Lease by Tenant. Landlord shall have the right to lease the Premises subsequent Transfer to any other tenant, or not lease the Premises, in its sole and absolute discretion. Landlord and Tenant specifically agree that Landlord's right to terminate this Lease under clause (iii) above is a material consideration for Landlord's agreement to enter into this Lease and such right may be exercised in Landlord's sole and absolute discretion and no test of reasonableness shall be applicable theretoparty.

Landlord’s Consent. Landlord shall have thirty (30) days after Tenant's notice not unreasonably withhold or condition its consent to any proposed Transfer of assignment and/or sublease the Subject Space to the Transferee on the turns specified in the Transfer Notice. The parties hereby agree that it shall be reasonable under this Lease for Landlord to withhold consent to any proposed Transfer where one or more of the following apply, without limitation as to other reasonable grounds for withholding consent: 14.2.1 The Transferee is received of a character or reputation or engaged in a business which is not consistent with the financial information reasonably requested by Landlord (quality of the ('Section 11.3 Notice") Building as determined with reference to advise Tenant the then existing tenants of Landlord's the Building; 14.2.2 The Transferee intends to use the Subject Space for purposes which are not permitted under this Lease; 14.2.3 The Transferee (i) is a governmental agency or instrumentality whose use of the space shall involve the rendering of welfare-related services and/or unusually heavy pedestrian visitor traffic, (ii) is a governmental agency or an instrumentality of a foreign country, (iii) is of a character or reputation, is engaged in a business, or is of, or is associated with, a political orientation or faction or other cause, which is materially inconsistent with the quality of the Building, may result in repeated demonstrations or other events which may disrupt the use, occupancy or quiet enjoyment of the Building by other tenants or occupants or which would otherwise reasonably offend a landlord of a Comparable Building, or (iv) is a governmental agency or instrumentality which is capable of exercising the power of eminent domain or condemnation; provided, however, if Landlord has voluntarily and directly leased, in the aggregate pursuant to one lease or a series of leases, at least 20,000 rentable square feet of space in the Building to an entity or entities described in clauses (i), (ii), (iii) or(iv) above, such clauses (i), (ii), (iii) or (iv), as the case may be, shall not be applicable to the extent a proposed Transferee is of comparable prestige, character, and reputation and comparable or smaller in size (based on the aggregate amount of rentable square feet voluntarily and directly leased by Landlord to a tenant or tenants described in clauses (i), (ii), (iii) or (iv), as the case may be); 14.2.4 The Transfer will result in more than a reasonable and safe number of occupants per floor within the Subject Space; 14.2.5 In the case of an assignment of the Lease or a sublease involving three (3) or more floors of the Premises, the Transferee is not a party of reasonable financial worth and/or financial stability in light of the responsibilities involved under the Lease on the date consent is requested (with such financial worth and stability to be determined after taking into account any credit enhancements provided by the Transferee as part of the Transfer, but only if such credit enhancements benefit Landlord and are consistent with the credit enhancements accepted by Landlord for direct leases of space in the Building covering comparable obligations as the proposed Transfer with tenants of financial worth and stability comparable to that of the Transferee) when taking into consideration Tenant’s continuing liability; 14.2.6 The proposed Transfer would cause Landlord to be in violation of another lease or agreement to which Landlord is a party, or would give an occupant of the Building a right to cancel its lease; Landlord hereby represents that for purposes of this Section 14.2.6, no lease of space in the retail/office tower portion of the Building currently provides any tenant with any exclusive use or restricts the right of Landlord to lease space in the retail/office tower portion of the Building to tenants of any particular type or character; Landlord shall provide Tenant with reasonable written notice of any such provisions or restrictions hereafter included in any lease of space in the retail/office tower portion of the Building; or 14.2.7 Either the proposed Transferee, or any person or entity which directly or indirectly, controls, is controlled by, or is under common control with, the proposed Transferee, is actively negotiating with Landlord in good faith to lease space in the Building at such time and comparable space to the subject space is available for lease. If Landlord consents to any Transfer pursuant to the terms of this Section 14.2 (and does not exercise any recapture rights Landlord may have under Section 14.3 of this Lease), Tenant may within six (6) months after Landlord’s consent, but not later than the expiration of said six-month period, enter into such Transfer of the Premises or portion thereof, upon substantially the same terms and conditions as are set forth in the Transfer Notice furnished by Tenant to Landlord pursuant to Section 14.1 of this Lease, provided that if there are any changes in the terms and conditions from those specified in the Transfer Notice such that Landlord would initially have been entitled to refuse its consent to such proposed assigrunent or subleaseTransfer under this Section 14.2, or (ii) withholding of consent for reasonable reasons to such proposed assignment or sublease, in which event Landlord's notice shall be accompanied by an explanation of the reason for such disapproval, or (iii) election to terminate this Lease as to all of the space proposed to be sublet or as to the entire premises in the event of an assignment , such termination to be effective as of the date of the commencement of the proposed assignment or subletting (the "Effective Date"). If Landlord shall exercise its termination right hereunder, Landlord shall have the right to enter into a lease or other occupancy agreement directly with the proposed assignee or subtenant, and Tenant shall have no right again submit the Transfer Notice to any of the rents or other consideration payable by such proposed assignee or subtenant under such other leasel or occupancy agreement, even if such rents Landlord for its approval and other consideration exceed the rent payable action under this Lease by Tenant. Landlord shall have the right to lease the Premises to any other tenant, or not lease the Premises, in its sole and absolute discretion. Landlord and Tenant specifically agree that Landlord's right to terminate this Lease under clause (iii) above is a material consideration for Landlord's agreement to enter into this Lease and such right may be exercised in Landlord's sole and absolute discretion and no test of reasonableness shall be applicable theretoArticle 14.

Landlord’s Consent. Tenant shall not, without first obtaining on each occasion the written consent of the Landlord which consent shall not be unreasonably withheld, (i) assign this Lease, (ii) sublet the whole or any part of the Leased Premises, (iii) license any person or entity to use or occupy all or any part of the Leased Premises, (iv) grant any person or entity the use, benefit, enjoyment or right to occupy the whole or any part of the Leased Premises, including without limitation any such arrangement pursuant to a "management contract," so-called, or v) transfer the whole or any part of the Tenant's interest hereunder, whether by absolute transfer or transfer by way of security. No consent by the Landlord pursuant to this paragraph shall be deemed a waiver of the obligation to obtain the Landlord's consent on any subsequent occasion; no waiver of the foregoing restrictions or any portion thereof shall constitute a waiver or consent in any other instance; and the Tenant shall remain at all items responsible for the performance of all of the terms, condition, covenants or agreements contained in this Lease. In the event the Tenant intends to assign, sublet or part with the possession of the Leased Premises or any part thereof, it shall deliver to the Landlord notice in writing of such intention and the Landlord shall have thirty (30) days after Tenant's notice of assignment and/or sublease is received with the financial information reasonably requested by Landlord (the ('Section 11.3 Notice") to advise Tenant of Landlord's (i) consent to such proposed assigrunent or sublease, or (ii) withholding of consent for reasonable reasons to such proposed assignment or sublease, in which event Landlord's notice shall be accompanied by an explanation of the reason for such disapproval, or (iii) election to terminate this Lease as to all of the space proposed to be sublet or as to the entire premises in the event of an assignment , such termination to be effective as of from the date of the commencement receipt of such notice within which to elect to terminate the within Lease by notice in writing delivered to Tenant whereupon the within Lease shall be terminated as of the expiration of such thirty (30) day period, then the Tenant may with the consent of the Landlord in writing first had and obtained, such consent not to unreasonably or arbitrarily withheld, assign or sublet the Premises, provided further, however, and it is made a condition of the giving of such consent that: (a) The proposed assignment assignee, sublessee or subletting transferee of this Lease shall agree in writing to assume and perform all of the terms, covenants, conditions and agreements by this Lease imposed upon the Tenant herein in the form to be approved by the Landlord; (b) No assignment, sublease or transfer shall in any manner release the "Effective Date")Tenant and guarantor, if any, from its covenants and obligations hereunder. If Tenant is a corporation, partnership or other legal entity and if all or substantially all of the assets of Tenant shall be sold, assigned or transferred with or without a specific assignment of this Lease or, if Tenant shall merge or consolidate with any firm, corporation or other legal entity, and Tenant is not the survivor in any such combination, Landlord shall exercise at its termination right hereunderoption may, by giving ten (10) days prior written notice to Tenant, declare such change a breach of this Lease subject to the remedies provided for breach in Article XI hereof. If tenant is a sole proprietorship, Landlord shall have the right option to enter into a lease or other occupancy agreement directly with the proposed assignee or subtenant, and Tenant shall have no right to any of the rents or other consideration payable by such proposed assignee or subtenant under such other leasel or occupancy agreement, even if such rents and other consideration exceed the rent payable under terminate this Lease by in the event of Tenant's incapacity or death upon ten (10) days' prior written notice to Tenant or its legal representative. In lieu of granting permission to assign or sublet as indicated above, Landlord shall have reserves the right to lease the Premises to any other tenant, or not lease the Premises, in its sole and absolute discretion. Landlord and Tenant specifically agree that Landlord's right to terminate this Lease under clause (iii) above is a material consideration for Landlord's agreement to tease and enter into this Lease and such right may be exercised in Landlord's sole and absolute discretion and no test of reasonableness shall be applicable theretoa new lease with a new tenant.