Common use of Landlord’s Consent Clause in Contracts

Landlord’s Consent. Subject to the terms and conditions of this Agreement, Landlord (i) consents to the assignment and assumption of the interest of Tenant under the Lease, as contemplated by this Agreement and (ii) waives its rights to recapture the Premises with respect to the assignment set forth in this Agreement. Such consent and this Agreement shall not be construed to: (a) modify, waive, release or otherwise affect any of the terms, covenants, conditions, provisions or agreements of the Lease, except as expressly set forth in this Agreement; (b) waive any rights of Landlord under the Lease, including Landlord's recapture rights, except as expressly set forth in this Agreement; (c) enlarge or increase the obligations of Landlord under the Lease, except as expressly set forth in this Agreement, if at all; (d) enlarge or increase Assignee's rights and benefits in excess of the rights and benefits applicable to the "Tenant" under the Lease, except as expressly set forth in this Agreement; or (e) be a consent by Landlord to any further assignment, sublease, pledge or other transfer of the Lease, the Premises or any portion thereof, or any rights or interests therein, by Assignee (all to the extent Landlord's consent thereto is required pursuant to the terms of the Lease, as amended hereby). Notwithstanding the foregoing, Landlord may consent to subsequent sublettings and assignments of the Lease without notifying Assignor or anyone else liable under the Lease and without obtaining their consent and such action shall not relieve such persons from liability, but shall not under any circumstances increase the obligations or liabilities of Assignor under the Lease.

Landlord’s Consent. Subject Tenant’s request for consent under Section 13.01 shall set forth the details of the proposed sublease, assignment or transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transaction (e.g., the term of and the rent and security deposit payable under any proposed assignment or sublease), and any other information Landlord deems relevant. Landlord shall have the right to withhold consent, reasonably exercised, or to grant consent, based on the terms and conditions of this Agreement, Landlord following factors: (i) consents to the assignment and assumption business of the interest proposed assignee or subtenant and the proposed use of Tenant under the Lease, as contemplated by this Agreement and Premises; (ii) waives the net worth and financial condition of the proposed assignee or subtenant; (iii) Tenant’s compliance with all of its rights obligations under this Lease; and (iv) such other factors as Landlord may reasonably deem relevant. So long as Section 13.05 does not apply, if Tenant shall assign or sublease, the following shall apply: Tenant shall pay to recapture Landlord as Additional Rent fifty percent (50%) of the Premises with respect Proceeds (defined below) on such transaction (such amount being Landlord’s share) as and when received by Tenant, unless Landlord shall give notice to Tenant and the assignment set forth in this Agreementassignee or subtenant that Landlord’s Share shall be paid by the assignee or subtenant to Landlord directly. Such consent and this Agreement Proceeds shall not be construed to: mean (a) modify, waive, release all rent and all fees and other consideration paid for or otherwise affect any in respect of the termsassignment or sublease, covenants, conditions, provisions or including reasonable fees under any collateral agreements of the Lease, except as expressly set forth in this Agreement; less (b) waive any rights the rent and other sums payable under this Lease (in the case of Landlord under the Lease, including Landlord's recapture rights, except as expressly set forth in this Agreement; (c) enlarge or increase the obligations a sublease of Landlord under the Lease, except as expressly set forth in this Agreement, if at all; (d) enlarge or increase Assignee's rights and benefits in excess less than all of the rights and benefits applicable Premises, allocable to the "subleased premises) and all costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for reasonable real estate broker’s commissions and reasonable costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant shall be entitled to recover such reasonable costs and expenses before Tenant shall be obligated to pay Landlord’s Share to Landlord. Tenant shall provide Landlord a written statement certifying all amounts to be paid from any assignment or sublease of the Premises within thirty (30) days after the transaction shall be signed and from time to time thereafter on Landlord’s request, and Landlord may inspect Tenant" under ’s books and records to verify the Leaseaccuracy of such statement. On written request, except as expressly set forth in this Agreement; or (e) Tenant shall promptly furnish to Landlord copies of all the transaction documentation, all of which shall be a consent certified by Tenant to be complete, true and correct. Tenant shall promptly reimburse Landlord for all legal costs and expenses incurred by Landlord to any further assignment, sublease, pledge in connection with a request for a sublease or other transfer assignment of the Lease, the Premises or any portion thereof, or any rights or interests therein, by Assignee (all to the extent Landlord's consent thereto is required pursuant to the terms of the Lease, as amended hereby). Notwithstanding the foregoing, Landlord may consent to subsequent sublettings and assignments of the Lease without notifying Assignor or anyone else liable under the Lease and without obtaining their consent and such action shall not relieve such persons from liability, but shall not under any circumstances increase the obligations or liabilities of Assignor under the this Lease.

Landlord’s Consent. Subject It is acknowledged and agreed that this Sublease is conditioned upon Landlord granting its written consent to the terms and conditions hereof, subject to and in accordance with the terms of Article 14 of the Master Lease (such consent being referred to as the “Consent”). Unless specifically set forth in writing, Landlord’s Consent does not constitute approval by Landlord of any of the provisions of this AgreementSublease, Landlord (i) consents to the assignment and assumption or agreement thereto or therewith, but only approval of the interest sublet of Tenant the Sublease Premises to Subtenant. Sublandlord shall be solely responsible for all costs to obtain Landlord’s consent to this Sublease. Sublandlord shall use commercially reasonable efforts to deliver to Subtenant the Consent of Landlord to this Sublease within thirty (30) days after full execution of this Sublease. Sublandlord shall make a written request to cause Landlord to include in the Consent a commercially reasonable non-disturbance agreement that would recognize Subtenant under a direct lease with substantially the Leasesame terms and conditions of this Sublease. Any payment of attorneys’ fees required by Landlord as a condition to delivering such non-disturbance agreement shall be split equally between Sublandlord and Subtenant. Subtenant shall cooperate with Sublandlord in seeking the Consent, as contemplated including, without limitation, promptly supplying all information and documentation reasonably requested by this Agreement and (ii) waives its rights to recapture the Premises Landlord with respect to Subtenant. If the assignment set forth Consent of Landlord to this Sublease is not obtained within sixty (60) days after full execution of this Sublease, provided that Subtenant has promptly and diligently furnished to Sublandlord and Landlord all information reasonably requested by them, Subtenant shall have the right to terminate this Sublease by giving written notice to Sublandlord pursuant to Article 11, in this Agreementwhich case the Security Deposit shall be promptly returned to Subtenant and the parties shall have no further obligation to each other. Such consent and this Agreement To the extent that any delays in Consent is caused by Subtenant’s actions or inactions shall not be construed to: (a) modify, waive, release or otherwise affect postpone any of Subtenant’s obligations for payment of Rent under this Sublease. This Sublease is also conditioned upon Subtenant receiving adequate assurances (as determined by Subtenant) that Landlord will agree to allow Subtenant to install a biometric lock on the terms, covenants, conditions, provisions or agreements doors of the Lease, except as expressly set forth in this Agreement; (b) waive any rights of Landlord under the Lease, including Landlord's recapture rights, except as expressly set forth in this Agreement; (c) enlarge or increase the obligations of Landlord under the Lease, except as expressly set forth in this Agreement, if at all; (d) enlarge or increase Assignee's rights Premises and benefits in excess of the rights and benefits applicable to the "Tenant" under the Lease, except as expressly set forth in this Agreement; or (e) be a consent by Landlord to any further assignment, sublease, pledge or other transfer of the Lease, the Premises or any portion thereof, or any rights or interests therein, by Assignee (all to the extent Landlord's consent thereto is required pursuant to the terms of the Leaseaudio/video monitoring equipment, as amended hereby). Notwithstanding shown on the foregoing, Landlord may consent to subsequent sublettings plans and assignments of the Lease without notifying Assignor or anyone else liable under the Lease and without obtaining their consent and such action shall not relieve such persons from liability, but shall not under any circumstances increase the obligations or liabilities of Assignor under the Lease.specifications attached as Exhibit D.

Landlord’s Consent. Subject Tenant’s request for Landlord’s consent to any Transfer shall be made at least thirty (30) days 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 conditions 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 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 AgreementLease (following the giving of notice of such default, where applicable) but it shall not be deemed unreasonable for Landlord to deny consent for the following reasons, among others: (i) consents to the assignment and assumption business of the interest proposed Transferee and the proposed use of Tenant under the Lease, as contemplated by this Agreement and Premises are inconsistent with the Permitted Uses; (ii) waives Landlord’s reasonable dissatisfaction with the net worth and financial condition of the proposed Transferee as it relates to such Transferee’s proposed obligations if such Transfer, together with other transfers then in effect, is for more than forty percent (40%) of the Premises; (iii) Tenant’s failure to be in compliance with all of its rights to recapture obligations under this Lease, (iv) the Transferee’s proposed particular use of the Premises is reasonably incompatible with respect a first class mixed use office and laboratory building, taking into account the existing tenant and use mix at the Project, due to Landlord’s reasonable dissatisfaction with the Transferee’s business reputation (meaning objective, reported facts, such as a current or 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 assignment set forth 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 this Agreement. Such consent 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 this Agreement shall not be construed to: (a) modify, waive, release or otherwise affect any regulations promulgated by the Office of Foreign Asset Control in the United States Department of the terms, covenants, conditions, provisions Treasury or agreements of the Lease, except as expressly set forth in this Agreement; (b) waive any rights of Landlord Legal Requirement under the Lease, including Landlord's recapture rights, except as expressly set forth in this Agreement; (c) enlarge or increase the obligations Employee Retirement Income Security Act of Landlord under the Lease, except as expressly set forth in this Agreement, if at all; (d) enlarge or increase Assignee's rights and benefits in excess of the rights and benefits applicable to the "Tenant" under the Lease, except as expressly set forth in this Agreement; or (e) be a consent by Landlord to any further assignment, sublease, pledge or other transfer of the Lease, the Premises or any portion thereof, or any rights or interests therein, by Assignee (all to the extent Landlord's consent thereto is required pursuant to the terms of the Lease1974, as amended hereby). Notwithstanding the foregoing, Landlord may consent to subsequent sublettings and assignments of the Lease without notifying Assignor or anyone else liable under the Lease and without obtaining their consent and such action shall not relieve such persons from liability, but shall not under any circumstances increase the obligations or liabilities of Assignor under the Leaseamended.

Landlord’s Consent. Subject The Landlord acknowledges that telecommunication service is fundamental to the terms Tenant’s business and conditions the Tenant’s use, occupation and enjoyment of this Agreement, the Leased Premises. The Landlord (i) consents confirms that the existing physical layout of the Building allows sufficient communication services to be provided to the assignment Tenant and assumption the Leased Premises to support the Tenant’s intended use. The Tenant may install, maintain, replace, remove, use or modify communications or computer wires, cables and related devices including WiFi or other wireless communications technology (collectively, the “Communications Technologies”) located within the Building or within the Leased Premises, only with the Landlord’s prior written consent. The Landlord’s consent may be withheld in the Landlord’s sole and absolute discretion. The Landlord may withhold permission to locate active electronic telecommunications equipment used by the Tenant from common telephone closets or Building riser spaces, and require such active electronic telecommunications equipment to remain within the Leased Premises of the interest of Tenant under the Lease, as contemplated by this Agreement and (ii) waives its rights to recapture the Premises with respect to the assignment set forth in this Agreement. Such consent and this Agreement shall not be construed to: (a) modify, waive, release or otherwise affect any a general policy of the termsBuilding, covenantsbut in any event, conditions, provisions at the Landlord’s sole and absolute discretion. Any request for consent to locate active Tenant electronic telecommunications equipment in common telephone closets or agreements of Building riser spaces shall meet the Lease, except as expressly set forth in this Agreement; (b) waive any rights of Landlord under the Lease, including Landlord's recapture rights, except as expressly set forth in this Agreement; (c) enlarge or increase the obligations of Landlord under the Lease, except as expressly set forth in this Agreement, if at all; (d) enlarge or increase Assignee's rights and benefits in excess of the rights and benefits applicable ’s requirements from time to the "Tenant" under the Lease, except as expressly set forth in this Agreement; or (e) be a consent by Landlord to any further assignment, sublease, pledge or other transfer of the Lease, the Premises or any portion thereof, or any rights or interests therein, by Assignee (all to the extent Landlord's consent thereto is required pursuant to the terms of the Lease, as amended hereby)time. Notwithstanding the foregoing, Landlord may consent the Tenant is hereby granted (on a non-exclusive basis in conjunction with other tenants and subject to subsequent sublettings the Landlord’s approval) reasonable access to Building riser and assignments chase space (but in no event more than the Tenant’s proportionate share of available space in the Lease without notifying Assignor aggregate) and telecommunications areas (including the roof) for telecommunications equipment and cabling requirements in order to install and operate thereon certain telecommunications cabling and equipment required in connection with the Tenant’s business in the Leased Premises, provided the same complies with all Applicable Laws. Without liability for rental or anyone else liable under any other charges, the Lease Tenant shall be permitted to select a contractor of its choice to undertake the installation of its telecommunications equipment and without obtaining their consent cabling, subject to the Landlord’s approval, which approval shall be based upon conforming with Building warranties and such action rules and regulations, but which shall not relieve be unreasonably withheld or delayed. The Tenant shall be responsible for all costs of installation, repair and maintenance with respect to the telecommunications equipment and cabling. Further, the Tenant shall have access to the incumbent local exchange carrier (ILEC) and shall have the right to access competitive local exchange carriers (CLECs) mutually agreed upon between the Landlord and the Tenant. All risers, chase space, telecommunications areas and associated telecommunications equipment and cabling shall be secured from access to the public. The Tenant shall be responsible for payment to local exchange carriers for contracted charges within the Leased Premises. In addition, the Landlord shall permit access to the Building, at the then prevailing rate for such persons from liabilityaccess in comparable buildings of similar class and size in Mississauga, but Ontario, to a qualified telecommunication provider specified by the Tenant and approved by the Landlord (such approval not to be unreasonably withheld or delayed), and the Landlord shall not under any circumstances increase permit such provider to use the obligations or liabilities Building shafts, conduits, risers, roof and other interfloor connections for the installation of Assignor under the Leasecabling and other equipment.

Landlord’s Consent. Subject If Tenant desires at any time to enter into an Assignment of this Lease, Tenant shall first give written notice to Landlord of its desire to do so, which notice shall contain: (i) the name of the proposed assignee, subtenant or occupant (collectively “Assignee”); (ii) the nature of the business that the proposed Assignee seeks to conduct in the Leased Premises; (iii) a copy of the sublease, assignment or other document that creates the proposed Assignment; and (iv) such financial information, operating histories and statements of prior experience as Landlord may reasonably request concerning the proposed Assignee. Tenant further acknowledges that the use of the Leased Premises shall be limited to the uses described in this Lease, and Landlord may withhold its consent to any other use. Landlord may also withhold consent to any proposed Assignee if Landlord believes, in its sole discretion, that the financial strength, operating history or prior experience of the proposed Assignee are not as strong as those of Tenant, as determined by comparison to the financial strength, operating history and prior experience of Tenant either as of the date of this Lease or as of the date of the proposed Assignment, as selected by Landlord. The failure or inability of the Assignee to pay Tenant pursuant to the Assignment will not relieve Tenant from its obligations to Landlord under this subsection. Tenant will not amend the Assignment in such a way as to reduce or delay payment of amounts which are provided in the Assignment approved by Landlord. Tenant agrees to reimburse Landlord on demand for Landlord’s reasonable attorneys’ fees and other third party and administrative costs incurred in conjunction with the processing and documentation of any request for consent to an Assignment. Notwithstanding the preceding, Landlord shall not unreasonably withhold consent to a proposed Assignment in the event such Assignment is proposed by Tenant in connection with the acquisition of Tenant or of substantially all of Tenant’s assets by the proposed assignee and the net worth of such assignee, as of the commencement date of any such Assignment is equal to or greater than the net worth of Tenant at (x) the date of the execution of this Lease or (y) the commencement date of any such Assignment, whichever is greater. At any time within thirty (30) days after Landlord’s receipt of the notice and the additional information requested by Landlord and specified in this Section. Landlord may, by written notice to Tenant, elect one of the following, as selected by Landlord in its sole discretion: (i) consent to the Assignment, or (ii) disapprove the Assignment. If Landlord consents to the Assignment, Tenant may thereafter, within ninety (90) days after Landlord’s consent, but not later than the expiration of such ninety (90) days, enter into such Assignment of the Leased Premises or portion thereof, upon the terms and conditions of this Agreement, Landlord (i) consents to the assignment and assumption of the interest of Tenant under the Lease, as contemplated by this Agreement and (ii) waives its rights to recapture the Premises with respect to the assignment set forth in this Agreement. Such consent and this Agreement shall not be construed to: (a) modify, waive, release or otherwise affect any of the terms, covenants, conditions, provisions or agreements of the Lease, except as expressly set forth in this Agreement; (b) waive any rights of notice furnished by Tenant to Landlord under the Lease, including Landlord's recapture rights, except as expressly set forth in this Agreement; (c) enlarge or increase the obligations of Landlord under the Lease, except as expressly set forth in this Agreement, if at all; (d) enlarge or increase Assignee's rights and benefits in excess of the rights and benefits applicable to the "Tenant" under the Lease, except as expressly set forth in this Agreement; or (e) be a consent by Landlord to any further assignment, sublease, pledge or other transfer of the Lease, the Premises or any portion thereof, or any rights or interests therein, by Assignee (all to the extent Landlord's consent thereto is required pursuant to the terms of the Lease, as amended hereby). Notwithstanding the foregoing, Landlord may consent to subsequent sublettings and assignments of the Lease without notifying Assignor or anyone else liable under the Lease and without obtaining their consent and such action shall not relieve such persons from liability, but shall not under any circumstances increase the obligations or liabilities of Assignor under the Leasethis Section.

Landlord’s Consent. Subject a) Tenant’s request for consent to any transfer required under the terms and conditions of this AgreementArticle Nine shall set forth in writing the details of the proposed transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transfer (e.g., the term of and the rent and security deposit payable under any proposed assignment or sublease), and any other information Landlord reasonably deems relevant. Landlord shall have the right to reasonably withhold consent, based on the following factors: (i) consents to the assignment and assumption business of the interest proposed assignee or subtenant and the proposed use of Tenant under the LeasePremises, as contemplated by including whether such business or use is not appropriate for an industrial facility in this Agreement and location or would require the storage or use of Hazardous Materials in greater amounts or different types than Tenant’s use per Article 25 (Use Exclusivity), (ii) waives its rights the net worth, profitability and financial condition of the proposed assignee or subtenant is not sufficient to recapture satisfy the applicable obligations hereunder or of the subtenant under the sublease and (iii) such other factors as Landlord may reasonably deem relevant. In addition, during the portion of the final year of the original Lease Term prior to the delivery of an Extension Notice (as defined herein) or in the event Tenant fails to timely deliver an Extension Notice, in no event will Landlord be required to consent to a transfer to a transferee that has been a prospective tenant of the Premises with respect to for the assignment set forth in this Agreement. Such consent and this Agreement shall not be construed to: (a) modify, waive, release or otherwise affect any of the terms, covenants, conditions, provisions or agreements of the Lease, except as expressly set forth in this Agreement; (b) waive any rights of Landlord under the Lease, including Landlord's recapture rights, except as expressly set forth in this Agreement; (c) enlarge or increase the obligations of Landlord under the Lease, except as expressly set forth in this Agreement, if at all; (d) enlarge or increase Assignee's rights and benefits in excess of the rights and benefits applicable to the "Tenant" under the Lease, except as expressly set forth in this Agreement; or (e) be a consent by Landlord to any further assignment, sublease, pledge or other transfer of the Lease, the Premises or any portion thereof, or any rights or interests therein, by Assignee (all to the extent Landlord's consent thereto is required pursuant to the terms of the Lease, as amended hereby). Notwithstanding the foregoing, Landlord may consent to subsequent sublettings and assignments period following expiration of the Lease without notifying Assignor Term. Landlord shall inform Tenant of Landlord’s decision to grant or anyone else liable under withhold its consent within thirty (30) days of receiving Tenant’s request for such consent and, if Landlord decides to withhold consent, Landlord shall inform Tenant of the Lease and without obtaining their basis for withholding consent. If Landlord fails to respond within the thirty (30) day period, Landlord shall be deemed to have granted consent and such action shall not relieve such persons from liability, but shall not under any circumstances increase to the obligations or liabilities of Assignor under the Leaseproposed transfer.

Landlord’s Consent. Subject Landlord’s and Tenant’s agreement with regard to the terms and conditions Tenant’s right to transfer all or part of this Agreement, Landlord (i) consents to the assignment and assumption of the its interest of Tenant under the Lease, as contemplated by this Agreement and (ii) waives its rights to recapture in the Premises with respect to the assignment set forth in this Agreement. Such consent and this Agreement shall not be construed to: (a) modify, waive, release or otherwise affect any of the terms, covenants, conditions, provisions or agreements of the Lease, except is as expressly set forth in this AgreementParagraph 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, and (subject to Paragraphs 13.h and 13.i 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”). Any assignment or subletting requiring Landlord’s consent pursuant to this Paragraph 13 which takes place without Landlord’s prior written consent shall, if not cured within the period described in Paragraph 25 below, at Landlord’s option, be void and shall constitute an Event of Default entitling Landlord 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 withhold its consent to an assignment or sublease, it shall be 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 beyond that which would be incurred if the subject portion of the Premises were used for customary general office and administrative purposes, or generate additional foot traffic, elevator usage or security concerns in the Building over and above the level of foot traffic or elevator usage which would exist if the subject portion of the Premises were used for customary general office and administrative purposes, or would reasonably be anticipated to create an increased probability of the comfort and/or safety of Landlord and other tenants in the Building being compromised or reduced in any material way, (ii) the space will be used for a school or training facility (other than for a training facility for Tenant’s employees, advertisers or aligned entities), an entertainment, sports or recreation facility (other than an in-house fitness center for Tenant’s employees), 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) (subject to Tenant’s right to use the 9th Floor Deck for purposes expressly permitted under Paragraph 63), 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); (biii) waive the proposed assignee or subtenant (or any rights person which directly or indirectly controls, is controlled by, or is under common control with the proposed assignee or subtenant) is a current tenant of the Building or has negotiated with Landlord within the preceding three (3) months (or is currently negotiating with Landlord) to lease space in the Project, and in each instance Landlord has adequate available space in the Project to meet such tenant’s space requirements; (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 manner of conducting such business, would be inconsistent with the character of the Building; (v) the proposed assignee or subtenant is an entity or related to 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 under the Lease, including Landlord's recapture rights, except as expressly set forth in this Agreementhas asserted a legal claim; (cvi) enlarge Landlord reasonably determines that the assignment or increase the obligations of Landlord under the Lease, except as expressly set forth in this Agreement, if at all; (d) enlarge or increase Assignee's rights and benefits in excess subletting may conflict with any exclusive uses granted to other tenants of the rights and benefits applicable to the "Tenant" under the Lease, except as expressly set forth in this Agreement; or (e) be a consent by Landlord to any further assignment, sublease, pledge or other transfer of the Lease, the Premises or any portion thereofProject, or any rights or interests therein, by Assignee (all to the extent Landlord's consent thereto is required pursuant to with the terms of any easement, CC&R’s, or other agreement affecting the Project; (vii) the assignment or subletting would involve a change in use from that expressly permitted under this Lease; (viii) Landlord reasonably determines that the 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 (ix) as of the date Tenant requests Landlord’s consent or as of the date Landlord responds thereto, as amended hereby). Notwithstanding a breach or default by Tenant under his Lease shall have occurred and be continuing, provided that, upon the foregoingcure of such breach, Landlord may consent to subsequent sublettings shall reconsider such request for approval in accordance with the terms hereof, unless Tenant has withdrawn such request. Landlord’s foregoing rights and assignments options shall continue throughout the entire term of the Lease without notifying Assignor or anyone else liable under the Lease and without obtaining their consent and such action shall not relieve such persons from liability, but shall not under any circumstances increase the obligations or liabilities of Assignor under the this Lease.

Landlord’s Consent. Subject to Tenant shall not voluntarily, involuntarily or by operation of law assign, mortgage, pledge or encumber (collectively "Assignment") this Lease, in whole or in part, or sublet the terms and conditions of this Agreement, Landlord (i) consents to the assignment and assumption whole or any part of the interest Premises, or permit the use or occupancy of Tenant under the Lease, as contemplated by this Agreement and (ii) waives its rights to recapture whole or any part of the Premises with respect to by others, including, without limitation, the assignment set forth operation of all or any part of the Premises by a licensee or concessionaire, without first obtaining in this Agreementeach and every instance the prior written consent of Landlord, which Landlord will not unreasonably withhold. Such consent and this Agreement shall not be construed to: (a) modifybased on, waiveinter alia, release or otherwise affect any the net worth of the termsproposed assignee/subtenant, covenants, conditions, provisions the proposed use and the rent to be paid. Landlord will consent to a sublease or agreements assignment to an affiliate or subsidiary of Tenant so long as the Lease, except as expressly set forth in this Agreement; (b) waive any rights of Landlord under the Lease, including Landlord's recapture rights, except as expressly set forth in this Agreement; (c) enlarge or increase the obligations of Landlord under the Lease, except as expressly set forth in this Agreement, if at all; (d) enlarge or increase Assignee's rights and benefits in excess of the rights and benefits applicable to the "Tenant" under the Lease, except as expressly set forth in this Agreement; or (e) be a overall lease credit is not impaired. Any consent by Landlord to any further assignment, sublease, pledge an Assignment or other transfer subletting or use or occupancy by others shall be held to apply only to the specific transaction thereby authorized and shall not constitute a waiver of the Lease, necessity for such consent to any subsequent assignment or subletting or use or occupancy by others. If this Lease or any interest herein be assigned or if the Premises or any portion thereofpart thereof be sublet or used or occupied by anyone other than Tenant with Landlord's prior written consent, Tenant shall pay to Landlord monthly the excess of the consideration received or to be received during such month for such Assignment, sublease, or occupancy (whether or not denoted as rent) over the rent reserved for such month in this Lease applicable to such portion of the Premises so assigned, sublet or occupied, after deduction of Tenant's reasonable expenses. If this Lease or any rights interest of Tenant herein be assigned or interests thereinif the whole or any part of the Premises be sublet or used or occupied by others (including, by Assignee (all to the extent without limitation, an affiliate or subsidiary of Tenant), after having obtained Landlord's prior written consent thereto is required pursuant thereto, Tenant shall nevertheless remain fully liable for the full performance of all obligations under this Lease to the terms of the Lease, as amended hereby). Notwithstanding the foregoing, Landlord may consent to subsequent sublettings be performed by Tenant and assignments of the Lease without notifying Assignor or anyone else liable under the Lease and without obtaining their consent and such action Tenant shall not relieve such persons from liability, but shall not under be released therefrom in any circumstances increase the obligations or liabilities of Assignor under the Leasemanner.

Landlord’s Consent. Subject Tenant's request for consent under Section 13.01 shall set forth the details of the proposed sublease, assignment or transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transaction (e.g., the term of and the rent and security deposit payable under any proposed assignment or sublease), and any other information Landlord deems relevant. Landlord shall have the right to withhold consent, reasonably exercised, or to grant consent, based on the terms and conditions of this Agreement, Landlord following factors: (i) consents to the assignment and assumption business of the interest proposed assignee or subtenant and the proposed use of Tenant under the Lease, as contemplated by this Agreement and Premises; (ii) waives the net worth and financial condition of the proposed assignee or subtenant; (iii) Tenant's compliance with all of its rights obligations under this Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If Tenant shall assign or sublease, the following shall apply: Tenant shall pay to recapture Landlord as Additional Rent fifty percent (50%) of the Premises with respect Profit (defined below) on such transaction such amount being Landlord's sharer as and when received by Tenant, unless Landlord shall give notice to Tenant and the assignment set forth in this Agreementassignee or subtenant that Landlord's Share shall be paid by the assignee or subtenant to Landlord directly. Such consent and this Agreement Profit shall not be construed to: mean (a) modify, waive, release all rent and all fees and other consideration paid for or otherwise affect any in respect of the termsassignment or sublease, covenants, conditions, provisions or including fees under any collateral agreements less (B) the rent and other sums payable under this Lease (in the case of a sublease of less than all of the LeasePremises, except as expressly set forth allocable to the subleased premises) and all costs and expenses directly incurred by Tenant in this Agreement; (b) waive any rights connection with the execution and performance of Landlord such assignment or sublease for reasonable real estate broker's commissions and reasonable costs of renovation or construction of tenant improvements required under the Lease, including such assignment or sublease. Tenant shall be entitled to recover such reasonable costs and expenses before Tenant shall be obligated to pay Landlord's recapture rights, except as expressly set forth in this Agreement; (c) enlarge Share to Landlord. Tenant shall provide Landlord a written statement certifying all amounts to be paid from any assignment or increase the obligations of Landlord under the Lease, except as expressly set forth in this Agreement, if at all; (d) enlarge or increase Assignee's rights and benefits in excess sublease of the rights Premises within thirty (30) days after the transaction shall be signed and benefits applicable from time to the "Tenant" under the Lease, except as expressly set forth in this Agreement; or (e) be a consent by Landlord to any further assignment, sublease, pledge or other transfer of the Lease, the Premises or any portion thereof, or any rights or interests therein, by Assignee (all to the extent time thereafter on Landlord's consent thereto is required pursuant to the terms of the Leaserequest, as amended hereby). Notwithstanding the foregoing, and Landlord may consent inspect Tenant's books and records to subsequent sublettings verify the accuracy of such statement. On written request, Tenant shall promptly furnish to Landlord copies of all the transaction documentation, all of which shall be certified by Tenant to be complete, true and assignments of the Lease without notifying Assignor or anyone else liable under the Lease and without obtaining their consent and such action shall not relieve such persons from liability, but shall not under any circumstances increase the obligations or liabilities of Assignor under the Leasecorrect.

Landlord’s Consent. Subject 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 the terms and conditions advise Tenant of this Agreement, Landlord Landlord's (i) consents consent to the assignment and assumption of the interest of Tenant under the Leasesuch proposed assigrunent or sublease, as contemplated by this Agreement and or (ii) waives its rights withholding of consent for reasonable reasons to recapture such proposed assignment or sublease, in which event Landlord's notice shall be accompanied by an explanation of the Premises with respect 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 set forth in this Agreement, such termination to be effective as of the date of the commencement of the proposed assignment or subletting (the "Effective Date"). Such consent 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 this Agreement Tenant shall not be construed to: (a) modify, waive, release or otherwise affect have no right to any of the termsrents or other consideration payable by such proposed assignee or subtenant under such other leasel or occupancy agreement, covenantseven 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, conditionsor not lease the Premises, provisions or agreements of the Lease, except as expressly set forth in this Agreement; (b) waive any rights of its sole and absolute discretion. Landlord under the Lease, including and Tenant specifically agree that Landlord's recapture rights, except as expressly set forth in right to terminate this Agreement; Lease under clause (ciii) enlarge or increase the obligations of Landlord under the Lease, except as expressly set forth in this Agreement, if at all; (d) enlarge or increase Assignee's rights and benefits in excess of the rights and benefits applicable to the "Tenant" under the Lease, except as expressly set forth in this Agreement; or (e) be above is a consent by Landlord to any further assignment, sublease, pledge or other transfer of the Lease, the Premises or any portion thereof, or any rights or interests therein, by Assignee (all to the extent material consideration for Landlord's consent thereto is required pursuant agreement to the terms of the Lease, as amended hereby). Notwithstanding the foregoing, Landlord may consent to subsequent sublettings and assignments of the Lease without notifying Assignor or anyone else liable under the enter into this Lease and without obtaining their consent such right may be exercised in Landlord's sole and such action absolute discretion and no test of reasonableness shall not relieve such persons from liability, but shall not under any circumstances increase the obligations or liabilities of Assignor under the Leasebe applicable thereto.

Landlord’s Consent. Subject 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 also be "at its sole discretion". If Tenant wishes to assign this Lease and Landlord's consent is required hereunder, Tenant shall deliver to Landlord (i) a true and complete copy of the proposed instrument of assignment containing all of the terms and conditions of this Agreementsuch proposed assortment, Landlord (i) consents to the assignment and assumption of the interest of Tenant under the Lease, as contemplated by this Agreement and (ii) waives its rights to recapture the Premises with respect information as to the assignment set forth identity and experience of 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 this Agreement. Such consent form reasonably approved by Landlord, between such proposed assignee and this Agreement shall not be construed to: (a) modify, waive, release or otherwise affect any Landlord in which such proposed assignee agrees with Landlord to perform and observe all of the terms, covenantscovenants and conditions of this Lease from and after the date of such assignment, conditions, provisions or agreements 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 Leaseforegoing information, except as expressly set forth to whether or not Landlord shall grant its consent. If Landlord fails to notify Tenant in this Agreement; (b) waive any rights of writing within said 15 day period, Landlord under the Leaseshall be deemed to have consented to said assignment or sublease. If Landlord consents to an assignment, including Landlord's recapture rights, except as expressly set forth in this Agreement; (c) enlarge or increase the obligations of Landlord under the Lease, except as expressly set forth in this Agreement, if at all; (d) enlarge or increase Assignee's rights and benefits in excess then prior to such assignee taking occupancy of the rights and benefits applicable Premises, Tenant shall deliver to the "Tenant" under the Lease, except as expressly set forth in this Agreement; or (e) be a consent by Landlord to any further assignment, sublease, pledge or other transfer an original of the Lease, the Premises or any portion thereof, or any rights or interests therein, by Assignee (all to the extent Landlord's consent thereto is required pursuant to the terms fully-executed instrument of assignment and of the Lease, as amended hereby). Notwithstanding the foregoing, Landlord may consent to subsequent sublettings and assignments agreement described in clause (iv) of the Lease without notifying Assignor or anyone else liable under the Lease and without obtaining their consent and such action shall not relieve such persons from liability, but shall not under any circumstances increase the obligations or liabilities preceding paragraph of Assignor under the Leasethis Section.

Landlord’s Consent. Subject (a) Tenant's request for consent to any such sublease, assignment or other transfer shall set forth in writing the terms details of the proposed sublease, assignment or other transfer, including the name, business and conditions financial condition of this Agreementthe 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 reimburse Landlord for all out of pocket expenses, including reasonable attorneys' fees in accordance with Section 12.02 below, incurred in connection with any proposed assignment or subletting hereunder, not to exceed $1,500. Landlord shall not unreasonably withhold its consent to Tenant's request for consent to any sublease, assignment of other transfer. Landlord and Tenant hereby agree that, in determining whether to grant or withhold consent to such proposed sublease, assignment or other transfer, Landlord may consider, without limitation, the following factors, which Landlord and Tenant acknowledge and agree are reasonable: (i) consents to the assignment and assumption business of the interest proposed assignee, sublessee or transferee and the proposed use of Tenant under the Lease, as contemplated by this Agreement and Property; (ii) waives the financial strength and the business reputation of the proposed assignee, sublessee or transferee; (iii) 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 rights to recapture the Premises with respect obligations under this Lease. Notwithstanding any provisions of this Lease, or any present or future statute, law, rule or ordinance, to the assignment set forth in this Agreement. Such contrary, Landlord and Tenant hereby expressly agree that if a court of competent jurisdiction determines that Landlord unreasonably withheld consent and this Agreement shall not be construed to: (a) modify, waive, release or otherwise affect any of the terms, covenants, conditions, provisions or agreements of the Lease, except as expressly set forth in this Agreement; (b) waive any rights of Landlord under the Lease, including Landlord's recapture rights, except as expressly set forth in this Agreement; (c) enlarge or increase the obligations of Landlord under the Lease, except as expressly set forth in this Agreement, if at all; (d) enlarge or increase Assignee's rights and benefits in excess of the rights and benefits applicable to the "Tenant" under the Lease, except as expressly set forth in this Agreement; or (e) be a consent by Landlord to any further assignment, proposed sublease, pledge assignment or other transfer by Tenant, then Tenant's sole and exclusive remedy for such breach by Landlord shall be limited to termination of this Lease as of the Leasedate of such court determination, and Tenant hereby expressly waives the Premises or right to recover any portion thereof, or any rights or interests therein, by Assignee (all to the extent Landlord's consent thereto is required pursuant to the terms monetary damages of the Lease, as amended hereby). Notwithstanding the foregoing, Landlord may consent to subsequent sublettings and assignments of the Lease without notifying Assignor or anyone else liable under the Lease and without obtaining their consent and whatever kind for such action shall not relieve such persons from liability, but shall not under any circumstances increase the obligations or liabilities of Assignor under the Leasebreach.

Landlord’s Consent. Subject 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 not be unreasonably, withheld, delayed or conditioned. When Tenant requests Landlord' consent to the terms and conditions such assignment or sublease, it shall notify Landlord in writing of this Agreement, Landlord (i) consents to the assignment name and assumption address of the interest of Tenant under the Lease, as contemplated by this Agreement and proposed assignee or subtenant; (ii) waives 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 rights consideration of Tenant's request hereunder. Landlord shall have the option (to recapture 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 with respect to be subleased or assigned as of the assignment commencement date stated in the proposed sublease or assignment. If Landlord shall not exercise its option within the time set forth in this Agreement. Such above, Landlord's consent and this Agreement to any proposed assignment or sublease shall not be construed to: (a) modify, waive, release or otherwise affect any of the terms, covenants, conditions, provisions or agreements of the Lease, except as expressly set forth in this Agreement; (b) waive any rights of Landlord under the Lease, including Landlord's recapture rights, except as expressly set forth in this Agreement; (c) enlarge or increase the obligations of Landlord under the Lease, except as expressly set forth in this Agreement, if at all; (d) enlarge or increase Assignee's rights and benefits in excess of the rights and benefits applicable to the "Tenant" under the Lease, except as expressly set forth in this Agreement; or (e) be a consent by Landlord to any further assignment, sublease, pledge or other transfer of the Lease, the Premises or any portion thereof, or any rights or interests therein, by Assignee (all to the extent Landlord's consent thereto is required pursuant to the terms of the Lease, as amended hereby). Notwithstanding the foregoing, Landlord may consent to subsequent sublettings and assignments of the Lease without notifying Assignor or anyone else liable under the Lease and without obtaining their consent and such action shall not relieve such persons from liability, but shall not under any circumstances increase the obligations or liabilities of Assignor under the Leaseunreasonably withheld.

Landlord’s Consent. Subject Xxxxxxxx’s and Tenant’s agreement with regard to the terms and conditions Xxxxxx’s right to transfer all or part of this Agreement, Landlord (i) consents to the assignment and assumption of the its interest of Tenant under the Lease, as contemplated by this Agreement and (ii) waives its rights to recapture in the Premises with respect to the assignment set forth in this Agreement. Such consent and this Agreement shall not be construed to: (a) modify, waive, release or otherwise affect any of the terms, covenants, conditions, provisions or agreements of the Lease, except is as expressly set forth in this Agreement; (b) waive any rights of Landlord under the Lease, including Landlord's recapture rightsParagraph 13. Tenant agrees that, except as otherwise expressly set forth in this Agreement; 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 (ccollectively, an “assignment”) enlarge and neither the Premises nor any part thereof shall be sublet or increase the obligations of Landlord under the Leasebe used or occupied for any purpose by anyone other than Tenant (collectively, except 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 AgreementParagraph 13, if any assignment or subletting without Landlord’s prior written consent shall, at allLandlord’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 an assignment or sublease, it shall be reasonable for Landlord to withhold its consent where: (i) Landlord reasonably disapproves of the proposed assignee’s or subtenant’s reputation or creditworthiness (taking into consideration Xxxxxx’s ongoing liability hereunder); (dii) enlarge or increase Assignee's rights and benefits in excess Landlord reasonably determines that the character of the rights and benefits applicable to business that would be conducted by the "Tenant" 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) the assignment or subletting would involve a change in use from that expressly permitted under the this Lease, except as expressly set forth in this Agreement; or (eiv) 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 a consent by Landlord to any further assignmentcontinuing. Landlord’s foregoing rights and options shall continue throughout the entire term of this Lease. For purposes of this Paragraph 13, the following events shall be deemed an assignment or sublease, pledge as appropriate: (i) the issuance of equity interests (whether stock, partnership interests or other transfer of the Lease, the Premises otherwise) in Tenant or any portion thereofassignee, or any rights entity controlling any of them, to any person or interests thereingroup 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 any entity controlling any of them, in a single transaction or a series of related or unrelated transactions (including, without limitation, by Assignee (all to consolidation, merger, acquisition or reorganization), except that the extent Landlord's consent thereto is required pursuant to the terms transfer of the Lease, as amended hereby). Notwithstanding the foregoing, Landlord may consent to subsequent sublettings and assignments of the Lease without notifying Assignor or anyone else liable under the Lease and without obtaining their consent and such action shall not relieve such persons from liability, but shall not under any circumstances increase the obligations or liabilities of Assignor under the Lease.1005628.07/SF 375170-00002/11-24-16/mrm/mrm -30-

Landlord’s Consent. Subject This Sublease and the obligations of the parties hereunder are expressly conditioned upon Sublandlord's obtaining prior written consent hereto from Landlord. Sublandlord shall be responsible for any fees imposed by Landlord in connection with this request for consent to the terms and conditions sublease except those specifically attributable to Subtenant. Subtenant shall promptly deliver to Sublandlord any information set forth in Article 9 of the Original Lease or otherwise reasonably requested by Landlord (in connection with Landlord's approval of this Agreement, Landlord (iSublease) consents to the assignment and assumption of the interest of Tenant under the Lease, as contemplated by this Agreement and (ii) waives its rights to recapture the Premises with respect to the assignment set forth in nature and operation of Subtenant's business and the financial condition of Subtenant and any Guarantor. Sublandlord and Subtenant hereby agree, for the benefit of Landlord, that this Agreement. Such Sublease and Landlord's consent and this Agreement hereto shall not be construed to: (a) modify, waive, release or otherwise affect any create privity of the terms, covenants, conditions, provisions or agreements of the Lease, except as expressly set forth in this Agreementcontract between Landlord and Subtenant; (b) waive be deemed to have amended the Original Lease in any rights of regard (unless Landlord under the Lease, including Landlord's recapture rights, except as shall have expressly set forth agreed in this Agreementwriting to such amendment); or (c) enlarge be construed as a waiver of Landlord's right to consent to any assignment of the Original Lease by Sublandlord or increase any further subletting of premises leased pursuant to the obligations of Landlord under the Original Lease, except or as expressly set forth in this Agreement, if at all; (d) enlarge or increase Assigneea waiver of Landlord's rights and benefits in excess of the rights and benefits applicable right to the "Tenant" under the Lease, except as expressly set forth in this Agreement; or (e) be a consent by Landlord to any further assignment, sublease, pledge assignment by Subtenant of this Sublease or other transfer any sub-letting of the Lease, the Premises or any portion part thereof. If Landlord fails to consent to this Sublease within sixty (60) days after the execution and delivery of this Sublease, or any rights or interests therein, then either party may terminate this Sublease by Assignee (all giving written notice thereof to the extent Landlord's consent thereto is required pursuant other party at any time thereafter, before Landlord grants such consent, and upon such notice all prepaid rent shall be refunded to the terms of the Lease, as amended hereby). Notwithstanding the foregoing, Landlord may consent to subsequent sublettings and assignments of the Lease without notifying Assignor or anyone else liable under the Lease and without obtaining their consent and such action shall not relieve such persons from liability, but shall not under any circumstances increase the obligations or liabilities of Assignor under the LeaseSubtenant.

Landlord’s Consent. Subject Landlord's and Tenant's agreement with regard to the terms and conditions Tenant's right to transfer all or part of this Agreement, Landlord (i) consents to the assignment and assumption of the its interest of Tenant under the Lease, as contemplated by this Agreement and (ii) waives its rights to recapture in the Premises with respect to the assignment set forth in this Agreement. Such consent and this Agreement shall not be construed to: (a) modify, waive, release or otherwise affect any of the terms, covenants, conditions, provisions or agreements of the Lease, except is as expressly set forth in this Agreement; Paragraph 16. Except upon Landlord's prior written consent, which consent shall not (subject to Landlord's rights under Paragraph 16 (b), below) waive 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"). Tenant agrees that any instrument by which Tenant assigns or sublets all or any portion of the Premises shall expressly provide that the subtenant or assignee may not further assign or sublet the assigned or sublet space without Landlord's prior written consent and that the assignee or subtenant will comply with all of the provisions of this Lease and that Landlord may enforce the Lease provisions directly against such assignee or subtenant. 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 terminate this Lease and to exercise all other remedies provided in Paragraph 27 of this Lease. In the event of an assignment or subletting, other than to an Affiliate (as defined below) any renewal options, expansion options, rights of Landlord under first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building contained in this Lease, including Landlord's recapture rightsshall not run to the subtenant or assignee, except as expressly set forth in this Agreement; (c) enlarge or increase it being agreed by the obligations of Landlord under the Lease, except as expressly set forth in this Agreement, if at all; (d) enlarge or increase Assignee's parties hereto that any such rights and benefits in excess of the rights and benefits applicable options are personal to the "Tenant" under the Lease, except as expressly set forth in original Tenant named herein and may not be transferred. In no event shall Tenant assign this Agreement; Lease or (e) be a consent by Landlord to any further assignment, sublease, pledge or other transfer of the Lease, sublet the Premises or any portion thereofthereof to any then, existing or prospective Tenant of said Building. Tenant shall pay Landlord's reasonable costs incurred in connection with Tenant's request to assign this Lease or sublet the Premises, regardless whether or not the Landlord consents to the proposed transfer. If Tenant is a corporation or a partnership, the transfer (as a consequence of a single transaction or any rights number of separate transactions) of fifty percent (50%) or more of the beneficial ownership interest of the voting stock of Tenant issued and outstanding as of the date hereof or of the partnership interests thereinin Tenant, by Assignee (all to as the extent case may be, shall constitute an assignment for which Landlord's consent thereto is required pursuant as provided in this Paragraph 16; provided, however, that if Tenant is a publicly traded corporation, transfers of Tenant's stock through a nationally recognized stock exchange, including an initial public offering of Tenant's stock, shall not constitute an assignment requiring Landlord's consent. In addition, Tenant may assign or sublet this Lease, without Landlord's consent, to the terms any corporation or other entity which controls, is controlled by, or is under common control with Tenant, or to any corporation or other entity resulting from a merger, reorganization or consolidation with Tenant, or to any person or entity which acquires a controlling interest in Tenant's stock or substantially all of the Leaseassets of Tenant as a going concern (collectively, an "Affiliate"), provided that, as amended hereby). Notwithstanding to an assignment to an Affiliate, the foregoing, Landlord may consent to subsequent sublettings and assignments Affiliate assumes in writing all of the Lease without notifying Assignor or anyone else liable Tenant's remaining obligations under the this Lease and without obtaining their consent and that Tenant gives Landlord such action reasonable information as Landlord shall not relieve such persons from liability, but shall not under any circumstances increase reasonably request regarding the obligations or liabilities of Assignor under the LeaseAffiliate.

Landlord’s Consent. Subject 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. Landlord's consent shall not be unreasonably withheld or delayed. When Tenant reaches an agreement with a subtenant, Tenant shall notify Landlord in writing of the name and address of the proposed assignee or subtenant and the nature and character of the business of the proposed assignee or subtenant and shall provide financial information including financial statements of the proposed assignee or subtenant and shall provide the form of sublease or assignment document to be used by Tenant and proposed assignee or subtenant. Tenant shall also provide Landlord with a copy of the proposed sublet or assignment agreement for use with Landlord. Landlord shall have the option (to be exercised within thirty [15] days from the submission of Tenant's request) to cancel this Lease as of the commencement date stated in the proposed sublease or assignment. If Landlord does not exercise its option within the time set forth above, its consent to any proposed assignment or sublease shall not be unreasonably withheld. The sale or transfer of more than fifty percent (50%) or more of the stock in Tenant whether in one or more transactions which in the aggregate total such greater than fifty percent (50%) shall be deemed an assignment hereunder and shall require Landlord's prior written consent. Notwithstanding anything in this Article 21 to the terms and conditions contrary, Tenant shall have the right to assign this Lease to its parent corporation or to any subsidiary or Affiliated Corporation. An Affiliated Corporation is defined as a corporation which directly or indirectly owns at least fifty percent (50%) interest in Tenant or in which Tenant owns at lease fifty percent (50%), provided that Tenant shall delivery to Landlord within ten (10) days after the date of this Agreementsuch assignment, Landlord (i) consents to an executed copy of the assignment and assumption wherein such parent corporation, subsidiary, affiliated corporation, or the corporation which directly or indirectly owns fifty percent (50%) interest in Tenant or in which Tenant owns at least a fifty percent (50%) interest, assumes for the benefit of Landlord of all the interest obligation of Tenant under this Lease and further provided that any such assignment shall not relieve Tenant from liability for the payment of rent or other sums herein provided or from the obligation to keep and be bound by the terms, conditions, and covenants of this Lease. In the event such parent, subsidiary, or affiliated corporation or the corporation which directly or indirect owns at lest fifty percent (50%) interest in Tenant or in which Tenant owns at least a fifty percent (50%) interest shall at any time after the date of such assignment no longer be a parent, subsidiary, or affiliated corporation or the corporation which directly or indirectly owns at least a fifty percent (50%) interest in Tenant or in which Tenant owns at least a fifty percent (50%) interest, then such an event shall constitute an assignment for the purposes hereof and shall be subject to the provisions of this Section. Notwithstanding anything herein to the contrary, Landlord agrees that any of Tenant's subsidiaries or affiliates, as contemplated by this Agreement defined herein, including without limitation, Design Circuits, Inc., may take occupancy of all or any of Premises and (ii) waives its rights to recapture the Premises with respect to the assignment set forth in this Agreement. Such consent and this Agreement such use shall not be construed to: (a) modify, waive, release considered an assignment or otherwise affect any of the terms, covenants, conditions, provisions or agreements of the Lease, except as expressly set forth in this Agreement; (b) waive any rights of Landlord under the Lease, including Landlord's recapture rights, except as expressly set forth in this Agreement; (c) enlarge or increase the obligations of Landlord under the Lease, except as expressly set forth in this Agreement, if at all; (d) enlarge or increase Assignee's rights and benefits in excess of the rights and benefits applicable to the "Tenant" under the Lease, except as expressly set forth in this Agreement; or (e) be a consent by Landlord to any further assignment, sublease, pledge or other transfer of the Lease, the Premises or any portion thereof, or any rights or interests therein, by Assignee (all to the extent Landlord's consent thereto is required pursuant to the terms of the Lease, as amended hereby). Notwithstanding the foregoing, Landlord may consent to subsequent sublettings and assignments of the Lease without notifying Assignor or anyone else liable under the Lease and without obtaining their consent and such action shall not relieve such persons from liability, but shall not under any circumstances increase the obligations or liabilities of Assignor under the Leasesubletting hereunder.

Landlord’s Consent. Subject Required Except as provided in Section 11.02, Tenant shall not voluntarily or by operation of law assign, transfer, mortgage, sublet, license or otherwise transfer or encumber all or any part of Tenant’s interest in this Lease or in the Premises or any part thereof, without Landlord’s prior written consent; provided, however, Landlord shall not unreasonably withhold, condition or delay its consent to the terms and conditions an assignment of this AgreementLease or a subletting of all or a portion of the Premises. Landlord shall respond in writing to Tenant’s request for consent hereunder in a timely manner and any attempted assignment, transfer, mortgage, encumbrance, subletting or licensing without such consent shall be void, and shall constitute a breach of this Lease. Tenant shall reimburse Landlord upon demand for Landlord’s reasonable costs and expenses (including reasonable attorneys’ fees, architect fees and engineering fees) involved in reviewing any request for consent whether or not such consent is granted; provided, however, in no event shall such amount exceed $10,000. Section 11.02 Tenant Affiliates Tenant, without Landlord’s prior written consent, but upon not less than ten (10) business days prior written notice to Landlord, may assign this Lease, or sublet all or any portion of the Premises, to any business entity which controls, is controlled by, or is under common control with Tenant, or to any business entity resulting from the merger or consolidation with Tenant, or to any person or entity which acquires a controlling interest of Tenant’s stock if Tenant is no 35 longer a publicly traded company (“Affiliate”), provided that said assignee or subtenant (i) consents has a net worth equal to the assignment and assumption or greater than that of Tenant as of the interest date of Tenant under the this Lease, as contemplated by this Agreement and (ii) waives its rights to recapture assumes, in full, the obligations of Tenant under this Lease arising from and after such assignment. Any portion of the Premises with respect which is assigned or sublet to the assignment set forth in this Agreement. Such consent and this Agreement an Affiliate of Tenant shall not be construed to: included in the calculation of subleased, assigned or transferred Rentable Area for the purposes of Section 11.06 and Section 17.26. Section 11.03 No Release of Tenant Regardless of whether or not Landlord’s consent is required or obtained, no subletting or assignment (aincluding, without limitation, to an Affiliate) modify, waive, shall release Tenant of Tenant’s obligations under this Lease or otherwise affect any alter the primary liability of Tenant to pay the terms, covenants, conditions, provisions or agreements Rent and to perform all other obligations to be performed by Tenant hereunder. The acceptance of the Lease, except as expressly set forth in this Agreement; (b) waive any rights of Landlord under the Lease, including Landlord's recapture rights, except as expressly set forth in this Agreement; (c) enlarge or increase the obligations of Landlord under the Lease, except as expressly set forth in this Agreement, if at all; (d) enlarge or increase Assignee's rights and benefits in excess of the rights and benefits applicable to the "Tenant" under the Lease, except as expressly set forth in this Agreement; or (e) be a consent Rent by Landlord from any other person shall not be deemed consent to any further assignment, sublease, pledge subsequent assignment or other transfer subletting. In the event of any default in the Lease, the Premises payment of Rent or performance of any portion thereof, obligation hereunder by any assignee or any rights or interests therein, by Assignee (all to the extent Landlord's consent thereto is required pursuant to the terms successor of the Lease, as amended hereby). Notwithstanding the foregoingTenant, Landlord may consent to subsequent sublettings and assignments proceed directly against Tenant without the necessity of the Lease without notifying Assignor exhausting remedies against said assignee or anyone else liable under the Lease and without obtaining their consent and such action shall not relieve such persons from liability, but shall not under any circumstances increase the obligations or liabilities of Assignor under the Lease.successor. Section 11.04

Landlord’s Consent. Subject In the event Landlord consents to any assignment or subletting, such consent shall not constitute a waiver of any of the terms and conditions restrictions of this AgreementArticle XIV and the same shall apply to each successive assignment or subletting hereunder, if any. In no event shall Landlord's consent to an assignment or subletting affect the continuing primary liability of Tenant (which, following assignment, shall be joint and several with the assignee), or relieve Tenant of any of its obligations hereunder without an express written release being given by Landlord. In the event that Landlord (i) consents shall consent to an assignment under this Article XIV, such assignment shall not be effective until the assignment and assumption assignee shall assume all of the interest obligations of this Lease on the part of Tenant under to be performed or observed and whereby the Leaseassignee shall agree that the provisions contained in this Lease shall, as contemplated by this Agreement and (ii) waives its rights notwithstanding such assignment, continue to recapture the Premises be binding upon it with respect to the assignment set forth in this Agreementall future assignments. Such consent assignment or sublease agreement shall be duly executed and this Agreement a fully executed copy thereof shall be delivered to Landlord, and Landlord may collect Monthly Rent and Additional Rent due hereunder directly from the assignee or following the occurrence of an Event of Default hereunder, from the sublessee. Collection of Monthly Rent and Additional Rent directly from an assignee or the sublessee shall not be construed to: (a) modify, waive, release constitute a consent or otherwise affect any a waiver of the terms, covenants, conditions, provisions or agreements necessity of the Lease, except as expressly set forth in this Agreement; (b) waive any rights of Landlord under the Lease, including Landlord's recapture rights, except as expressly set forth in this Agreement; (c) enlarge or increase the obligations of Landlord under the Lease, except as expressly set forth in this Agreement, if at all; (d) enlarge or increase Assignee's rights and benefits in excess of the rights and benefits applicable to the "Tenant" under the Lease, except as expressly set forth in this Agreement; or (e) be a consent by Landlord to any further assignment, sublease, pledge or other transfer of the Lease, the Premises or any portion thereof, or any rights or interests therein, by Assignee (all to the extent Landlord's consent thereto is required pursuant to the terms of the Lease, as amended hereby). Notwithstanding the foregoing, Landlord may consent to subsequent sublettings and assignments such assignment or subletting, nor shall such collection constitute a recognition of such assignee or sublessee as the Lease without notifying Assignor Tenant hereunder or anyone else liable under a release of Tenant from the Lease and without obtaining their consent and such action shall not relieve such persons from liability, but shall not under any circumstances increase the performance of all of its obligations or liabilities of Assignor under the Leasehereunder.

Landlord’s Consent. Subject to Tenant’s request for consent (Tenant’s “Transfer Request”) under Article VIII of this Lease (and Tenant’s notice of any transfer not requiring Landlord’s consent under Section 8.1 hereof) shall set forth the details of the proposed Transfer, including: (i) the name, business and financial condition of the prospective transferee; (ii) a true and complete fully executed copy of the proposed instrument containing all of the terms and conditions of this Agreement, Landlord such Transfer; (iiii) consents to the assignment and assumption a written agreement of the interest of Tenant under the Leaseassignee, as contemplated subtenant or licensee, in recordable form reasonably approved by this Agreement Landlord, agreeing with Landlord to perform and (ii) waives its rights to recapture the Premises with respect to the assignment set forth in this Agreement. Such consent and this Agreement shall not be construed to: (a) modify, waive, release or otherwise affect any observe all of the terms, covenants, conditionsand conditions of this Lease; and (iv) any other information Landlord reasonably requested by Landlord prior to or in response to such notice. Except in connection with an Excluded Transfer, provisions Landlord shall have the right to withhold consent, reasonably exercised as to any proposed sublease, or agreements to grant consent, based on the following factors: (w) the business of the Lease, except as expressly set forth in this Agreementproposed assignee or subtenant and the proposed use of the Premises (if other than the Permitted Uses); (bx) waive any rights the net worth, business reputation, character, and financial condition of Landlord under the Lease, including Landlord's recapture rights, except as expressly set forth in this Agreementproposed assignee or subtenant; (cy) enlarge Tenant’s compliance with all of its obligations under this Lease within applicable notice and cure periods; and (z) such other factors as Landlord may reasonably deem relevant. Tenant shall pay to Landlord, as Additional Rent, Landlord’s reasonable attorneys’ fees in reviewing any Transfer proposed by Tenant, whether or increase the obligations of not Landlord under the Lease, except as expressly set forth in this Agreement, if at all; (d) enlarge or increase Assignee's rights and benefits in excess of the rights and benefits applicable consents to the "Tenant" under the Lease, except as expressly set forth in this Agreement; or (e) be a consent by Landlord to any further assignment, sublease, pledge or other transfer of the Lease, the Premises or any portion thereof, or any rights or interests therein, by Assignee (all to the extent Landlord's consent thereto is required pursuant to the terms of the Lease, as amended hereby). Notwithstanding the foregoing, Landlord may consent to subsequent sublettings and assignments of the Lease without notifying Assignor or anyone else liable under the Lease and without obtaining their consent and such action shall not relieve such persons from liability, but shall not under any circumstances increase the obligations or liabilities of Assignor under the Leasesame.

Landlord’s Consent. Subject Except as provided in SECTIONS 15.4, 15.7(D) AND 15.8 below, Tenant may not sublease, assign, pledge or in any way transfer this Lease or any interest in Tenant or any member of Tenant without the prior written consent of Landlord. If Tenant wishes to assign or sublease this Lease and Landlord's consent is required hereunder, Tenant shall deliver to Landlord (i) a true and complete copy of the proposed instrument of assignment or sublease containing all of the terms and conditions of this Agreementsuch proposed assignment or sublease, Landlord (i) consents to the assignment and assumption of the interest of Tenant under the Lease, as contemplated by this Agreement and (ii) waives its rights to recapture the Premises with respect information as to the assignment set forth identity and experience of the assignee/sublessee as Landlord may reasonably require, (iii) such financial information concerning the proposed assignee or sublessee as Landlord may reasonably require, and (iv) except in this Agreement. Such consent the case of a sublease entered into pursuant to SECTION 15.5 below, a written agreement, in form reasonably approved by Landlord, between such proposed assignee or sublessee and this Agreement shall not be construed to: (a) modify, waive, release Landlord in which such proposed assignee or otherwise affect any sublease agrees with Landlord to perform and observe all of the terms, covenantscovenants and conditions of this Lease, conditions, provisions or agreements as well as all of the other documents executed and delivered to Landlord in connection with the Lease, except jointly and severally with Tenant, all of which Landlord may consider in determining whether to grant its consent. Landlord agrees to notify Tenant within 30 days following delivery of the foregoing information, as expressly set forth to whether or not Landlord shall grant its consent. If Landlord fails to notify Tenant in this Agreement; (b) waive any rights writing within said 30 day period, Landlord shall be deemed to have not consented to said assignment or sublease. If Landlord consents to an assignment or sublease, then prior to such assignee or sublessee taking occupancy of the Premises, Tenant shall deliver to Landlord under an original of the Lease, including Landlord's recapture rights, except as expressly set forth in this Agreement; (c) enlarge or increase the obligations fully-executed instrument of Landlord under the Lease, except as expressly set forth in this Agreementassignment and, if at all; (d) enlarge or increase Assignee's rights and benefits in excess applicable, of the rights and benefits applicable to the "Tenant" under the Lease, except as expressly set forth agreement described in this Agreement; or clause (eiv) be a consent by Landlord to any further assignment, sublease, pledge or other transfer of the Lease, the Premises or any portion thereof, or any rights or interests therein, by Assignee (all to the extent Landlord's consent thereto is required pursuant to the terms preceding paragraph of the Lease, as amended hereby). Notwithstanding the foregoing, Landlord may consent to subsequent sublettings and assignments of the Lease without notifying Assignor or anyone else liable under the Lease and without obtaining their consent and such action shall not relieve such persons from liability, but shall not under any circumstances increase the obligations or liabilities of Assignor under the Leasethis Section.

Landlord’s Consent. Subject to Tenant may not sublet the terms and conditions of this AgreementPremises, Landlord (i) consents to the assignment and assumption of the assign its interest of Tenant under the Lease, as contemplated by this Agreement and (ii) waives its rights to recapture the Premises with respect to the assignment set forth in this Agreement. Such Lease nor mortgage its interest in the Lease (each a “Transfer”) without the prior consent and this Agreement of Landlord, which consent shall not be construed to: (a) modifyunreasonably withheld, waive, release conditioned or otherwise affect any of the terms, covenants, conditions, provisions or agreements of the Lease, except as expressly set forth in this Agreement; (b) waive any rights of Landlord under the Lease, including Landlord's recapture rights, except as expressly set forth in this Agreement; (c) enlarge or increase the obligations of Landlord under the Lease, except as expressly set forth in this Agreement, if at all; (d) enlarge or increase Assignee's rights and benefits in excess of the rights and benefits applicable to the "Tenant" under the Lease, except as expressly set forth in this Agreement; or (e) be a consent by Landlord to any further assignment, sublease, pledge or other transfer of the Lease, the Premises or any portion thereof, or any rights or interests therein, by Assignee (all to the extent Landlord's consent thereto is required pursuant to the terms of the Lease, as amended hereby)delayed. Notwithstanding the foregoing, however, Tenant may sublet the Premises or assign its interest in this Lease to an Affiliate or to any person acquiring all, or substantially all, operating assets of Tenant without Landlord’s consent. No assignment, subletting or hypothecation of any interest in this Lease shall release Tenant from its liability under this Lease, which shall continue as primary joint and several liability with Tenant’s assignee, subtenant or other transferee and not as a surety or guarantor. Each assignee shall assume jointly and severally with Tenant all obligations of Tenant hereunder, which assumption shall be in form and content reasonably acceptable to Landlord may consent and delivered to subsequent sublettings Landlord concurrent with, and assignments as a condition to, such assignment. Tenant shall be entitled to keep any and all sublease or assignment profits. Tenant shall only be entitled to mortgage or otherwise pledge or assign as security (each a “Mortgage”) Tenant’s interest in this Lease pursuant to a first priority Mortgage, securing a loan to Tenant from an institutional lender with a payment term not longer than the remaining Lease Term, securing only Tenant’s interest in the leasehold and/or Tenant’s personal property. No mortgage by Tenant shall i) encumber any of Landlord’s right, title or interest in this Lease or the Premises, ii) modify or amend this Lease without notifying Assignor or anyone else liable under the Lease and without obtaining their consent and such action shall not relieve such persons from liability, but shall not under any circumstances increase the obligations or liabilities of Assignor under the Leaseiii) otherwise affect Landlord’s right hereunder.

Landlord’s Consent. Subject 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 also be "at its sole discretion". If Tenant wishes to assign this Lease and Landlord's consent is required hereunder, Tenant shall deliver to Landlord (i) a true and complete copy of the proposed instrument of assignment containing all of the terms and conditions of this Agreementsuch proposed assortment, Landlord (i) consents to the assignment and assumption of the interest of Tenant under the Lease, as contemplated by this Agreement and (ii) waives its rights to recapture the Premises with respect information as to the assignment set forth identity and experience of 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 this Agreement. Such consent form reasonably approved by Landlord, between such proposed assignee and this Agreement shall not be construed to: (a) modify, waive, release or otherwise affect any Landlord in which such proposed assignee agrees with Landlord to perform and observe all of the terms, covenantscovenants and conditions of this Lease from and after the date of such assignment, conditions, provisions or agreements 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 Leaseforegoing 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. Landlord's written consent to any subletting of the Premises by Tenant shall not constitute an acknowledgment that no default then exists under this Lease of the obligations to be performed by Tenant nor shall such consent be deemed a waiver of any then existing default, except as expressly set forth in this Agreement; (b) waive any rights of may be otherwise stated by Landlord under at the Leasedme. If Landlord consents to an assignment, including Landlord's recapture rights, except as expressly set forth in this Agreement; (c) enlarge or increase the obligations of Landlord under the Lease, except as expressly set forth in this Agreement, if at all; (d) enlarge or increase Assignee's rights and benefits in excess then prior to such assignee taking occupancy of the rights and benefits applicable Premises, Tenant shall deliver to the "Tenant" under the Lease, except as expressly set forth in this Agreement; or (e) be a consent by Landlord to any further assignment, sublease, pledge or other transfer an original of the Lease, the Premises or any portion thereof, or any rights or interests therein, by Assignee (all to the extent Landlord's consent thereto is required pursuant to the terms fully-executed instrument of assignment and of the Lease, as amended hereby). Notwithstanding the foregoing, Landlord may consent to subsequent sublettings and assignments agreement described in clause (iv) of the Lease without notifying Assignor or anyone else liable under the Lease and without obtaining their consent and such action shall not relieve such persons from liability, but shall not under any circumstances increase the obligations or liabilities preceding paragraph of Assignor under the Leasethis Section.

Landlord’s Consent. Subject This Sublease is subject to and conditioned upon the consent of Master Landlord. Following the execution of this Sublease by Sublessee, Sublessee will keep open Sublessee’s offer to enter into this Sublease for a period of thirty (30) days (“Consent Period”) days while Sublessor uses reasonable efforts to obtain Master Landlord’s consent (“Master Landlord’s Consent”). Master Landlord’s Consent shall be subject to Sublessee’s approval, which shall not be unreasonably withheld, delayed or conditioned, and Sublessee’s time for consideration of Master Landlord’s Consent shall extend the Consent Period on a day for day basis; provided, however, regardless of the amount of time for Sublessee’s consideration and negotiation of Master Landlord’s Consent in no event shall the Consent Period exceed forty five (45) days provided that Sublessee is considering and negotiating Master Landlord’s Consent reasonably, timely and in good faith. In the event that Master Landlord’s Consent is not obtained within the Consent Period, and Sublessor is not able to procure Master Landlord’s Consent within five (5) additional days thereafter, either party may thereafter cancel this Sublease by written notice to the terms other given at any time prior to delivery of Master Landlord’s Consent, in which event any amounts paid by Sublessee to Sublessor shall be promptly refunded to Sublessee. Sublessor shall pay all costs, fees and conditions charges required by the Amended Master Lease to be paid to Master Landlord in connection with any consent of Master Landlord to this AgreementSublease, Landlord (i) consents not to exceed the assignment and assumption of the interest of Tenant under the Lease, as contemplated by this Agreement and (ii) waives its rights to recapture the Premises with respect to the assignment amount set forth in this Agreement. Such consent and this Agreement shall not be construed to: (a) modify, waive, release or otherwise affect any of the terms, covenants, conditions, provisions or agreements of the Lease, except as expressly set forth in this Agreement; (b) waive any rights of Landlord under the Lease, including Landlord's recapture rights, except as expressly set forth in this Agreement; (c) enlarge or increase the obligations of Landlord under the Lease, except as expressly set forth in this Agreement, if at all; (d) enlarge or increase Assignee's rights and benefits in excess of the rights and benefits applicable to the "Tenant" under the Lease, except as expressly set forth in this Agreement; or (e) be a consent by Landlord to any further assignment, sublease, pledge or other transfer of the Lease, the Premises or any portion thereof, or any rights or interests therein, by Assignee (all to the extent Landlord's consent thereto is required pursuant to the terms of the Lease, as amended hereby). Notwithstanding the foregoing, Landlord may consent to subsequent sublettings and assignments of the Lease without notifying Assignor or anyone else liable under the Lease and without obtaining their consent and such action shall not relieve such persons from liability, but shall not under any circumstances increase the obligations or liabilities of Assignor under the Amended Master Lease.

Landlord’s Consent. Subject Tenant's request for consent under Section 13.01 shall set forth the details of the proposed sublease, assignment or transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transaction (e.g., the term of and the rent and security deposit payable under any proposed assignment or sublease), and any other information Landlord deems relevant. Landlord shall have the right to withhold consent, reasonably exercised, or to grant consent, based on the terms and conditions of this Agreement, Landlord following factors: (i) consents to the assignment and assumption business of the interest proposed assignee or subtenant and the proposed use of Tenant under the Lease, as contemplated by this Agreement and Premises; (ii) waives the net worth and financial condition of the proposed assignee or subtenant; (iii) Tenant's compliance with all of its rights obligations under this Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If Tenant shall assign or sublease, the following shall apply: Tenant shall pay to recapture Landlord as Additional Rent fifty percent (50%) of the Premises with respect Proceeds (defined below) on such transaction (such amount being Landlord's share) as and when received by Tenant, unless Landlord shall give notice to Tenant and the assignment set forth in this Agreementassignee or subtenant that Landlord's Share shall be paid by the assignee or subtenant to Landlord directly. Such consent and this Agreement Proceeds shall not be construed to: mean (a) modify, waive, release all rent and all fees and other consideration paid for or otherwise affect any in respect of the termsassignment or sublease, covenants, conditions, provisions or including fees under any collateral agreements of the Lease, except as expressly set forth in this Agreement; less (b) waive any rights the rent and other sums payable under this Lease (in the case of Landlord a sublease of less than all of the Premises, allocable to the subleased premises) and all costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for reasonable real estate broker's commissions and reasonable costs of renovation or construction of tenant improvements required under the Lease, including such assignment or sublease. Tenant shall be entitled to recover such reasonable costs and expenses before Tenant shall be obligated to pay Landlord's recapture rights, except as expressly set forth in this Agreement; (c) enlarge Share to Landlord. Tenant shall provide Landlord a written statement certifying all amounts to be paid from any assignment or increase the obligations of Landlord under the Lease, except as expressly set forth in this Agreement, if at all; (d) enlarge or increase Assignee's rights and benefits in excess sublease of the rights Premises within thirty (30) days after the transaction shall be signed and benefits applicable from time to time thereafter on Landlord's request, and Landlord may inspect Tenant's books and records to verify the "Tenant" under accuracy of such statement. On written request, Tenant shall promptly furnish to Landlord copies of all the Leasetransaction documentation, except as expressly set forth in this Agreement; or (e) all of which shall be a consent certified by Tenant to be complete, true and correct. Tenant shall promptly reimburse Landlord for all reasonable legal costs and expenses incurred by Landlord to any further assignment, sublease, pledge in connection with a request for a sublease or other transfer assignment of the Lease, the Premises or any portion thereof, or any rights or interests therein, by Assignee (all to the extent Landlord's consent thereto is required pursuant to the terms of the Lease, as amended hereby). Notwithstanding the foregoing, Landlord may consent to subsequent sublettings and assignments of the Lease without notifying Assignor or anyone else liable under the Lease and without obtaining their consent and such action shall not relieve such persons from liability, but shall not under any circumstances increase the obligations or liabilities of Assignor under the this Lease.

Landlord’s Consent. Subject Tenant shall not enter into a Sublet without Landlord’s prior written consent, which consent shall not be unreasonably withheld. Any 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. In determining whether or not to consent to a proposed Sublet, Landlord may consider the following factors, among others, all of which shall be deemed reasonable; (i) whether the proposed SubTenant has a sufficient net worth (in Landlord’s reasonable discretion) in light of the responsibilities to be undertaken in connection with the Sublet on the date consent is requested; (ii) whether the proposed use of the Premises by the proposed SubTenant is consistent with the permitted use for the Premises set forth in Paragraph 6 of this Lease; (iii) whether the proposed SubTenant has an unsavory business reputation or is engaged in a business that is incompatible with the quality of the Building; (iv) whether the rent payable by the Subtenant under the proposed Sublet is set below the current fair market rent for the subleased Premises as a way to shift a portion of the Sublet rent to the Tenant by other means to avoid paying Landlord its share of the profit of such transaction; and (v) if Tenant is not then leasing the entire Building, whether Landlord’s consent will result in a breach of any other lease or agreement to which Landlord is a party affecting the Building. Each SubTenant shall agree in writing, for the benefit of Landlord, to be bound by, and to perform the terms and conditions and covenants of this AgreementLease to be performed by Tenant, Landlord (i) consents but only to the assignment and assumption of the interest of Tenant under the Lease, as contemplated by this Agreement and (ii) waives its rights to recapture the Premises with respect extent they are applicable to the assignment set forth in this AgreementSublet. Such consent and this Agreement Notwithstanding anything contained herein, Tenant shall not be construed to: (a) modifyreleased from liability for the performance of each term, waive, condition and covenant of this Lease by reason of Landlord’s consent to a Sublet unless Landlord specifically grants such release or otherwise affect any of the terms, covenants, conditions, provisions or agreements of the Lease, except as expressly set forth in this Agreement; (b) waive any rights of Landlord under the Lease, including Landlord's recapture rights, except as expressly set forth in this Agreement; (c) enlarge or increase the obligations of Landlord under the Lease, except as expressly set forth in this Agreement, if at all; (d) enlarge or increase Assignee's rights and benefits in excess of the rights and benefits applicable to the "Tenant" under the Lease, except as expressly set forth in this Agreement; or (e) be a consent writing. Consent by Landlord to any further assignmentSublet shall not be deemed a consent to any subsequent Sublet. Tenant shall reimburse Landlord for all reasonable out-of-pocket costs and reasonable out-of-pocket attorneys’ fees incurred by Landlord in connection with the evaluation, subleaseprocessing and/or documentation of any requested Sublet, pledge whether or other transfer not Landlord’s consent is granted. Landlord’s reasonable costs shall include the cost of the Leaseany review or investigation by Landlord of any hazardous or toxic materials which may be used, stored, or disposed of at the Premises by the SubTenant, including fees paid to consultants hired to perform such review or any portion thereof, or any rights or interests therein, by Assignee (all to the extent Landlord's consent thereto is required pursuant to the terms of the Lease, as amended hereby). Notwithstanding the foregoing, Landlord may consent to subsequent sublettings and assignments of the Lease without notifying Assignor or anyone else liable under the Lease and without obtaining their consent and such action shall not relieve such persons from liability, but shall not under any circumstances increase the obligations or liabilities of Assignor under the Leaseinvestigation.

Landlord’s Consent. Subject The terms and conditions in this Lease were offered solely to Tenant as an inducement to lease the Premises for its use or the use by any of its subsidiaries or affiliates, as permitted under the terms of Section 2.1. Landlord would not necessarily lease the Premises to another tenant on such favorable terms and conditions, it being understood that Landlord is specifically relying on the identity of Tenant in agreeing to the terms and conditions in this Lease. Tenant acknowledges that the lease terms and conditions are for Tenant's benefit only so long as Tenant, or any of its subsidiaries or affiliates, operates the business allowed by this Lease, and that Tenant is not entering into this Lease for any other purpose, such as the recognition of a leasehold value that it could later sell. It is understood and agreed that any value, upon the early termination of Tenant's occupancy of the Premises, shall revert to Landlord, either by termination of this Lease or as a condition of assignment or subletting, as provided in this Section. But for these reasons, Landlord would not enter into this Lease. Therefore, Tenant shall not voluntarily, involuntarily, or by operation of laws, without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed, (a) sublet all or any part of the Premises or allow it to be sublet, occupied, or used by any person or entity other than Tenant; (b) assign Tenant's interest in this Lease; (c) mortgage or encumber the Lease, or otherwise use the Lease as a security device in any manner; or (d) amend or modify an assignment, sublease, or other transfer that has been previously approved by Landlord. Notwithstanding the foregoing, Tenant may without the consent of Landlord, but following at least fifteen (15) days advance written notice, assign this Lease to a subsidiary of Tenant or affiliate under common ownership with Tenant provided, however, that (x) no such assignment shall result in Tenant being released or discharged from any obligation or liability under this Lease, (y) the proposed Assignee agrees in writing to be bound by all of the terms and conditions of this AgreementLease in an instrument reasonably acceptable to Landlord, Landlord (i) consents to the assignment and assumption of the interest of Tenant under the Lease, as contemplated by this Agreement and (iiz) waives its rights the use proposed by the proposed Assignee is a permitted use under this Lease. Any action taken or proposed to recapture the Premises with respect to the assignment set forth in this Agreement. Such consent and this Agreement shall not be construed to: (a) modify, waive, release or otherwise affect any of the terms, covenants, conditions, provisions or agreements of the Lease, except as expressly set forth in this Agreement; (b) waive any rights of Landlord under the Lease, including Landlord's recapture rights, except as expressly set forth in this Agreement; (c) enlarge or increase the obligations of Landlord under the Lease, except as expressly set forth in this Agreement, if at all; (d) enlarge or increase Assignee's rights and benefits in excess of the rights and benefits applicable to the "Tenant" under the Lease, except as expressly set forth in this Agreement; or (e) be a consent by Landlord to any further assignment, sublease, pledge or other transfer of the Lease, the Premises or any portion thereof, or any rights or interests therein, by Assignee (all to the extent Landlord's consent thereto is required taken pursuant to the terms this Section shall be collectively referred to as an "Assignment," and any third party succeeding to all or a portion of the Lease, Tenant's interest under this Lease or proposed to succeed to all or a portion of Tenant's interest under this Lease shall be referred to as amended hereby). Notwithstanding the foregoing, Landlord may consent to subsequent sublettings and assignments of the Lease without notifying Assignor or anyone else liable under the Lease and without obtaining their consent and such action shall not relieve such persons from liability, but shall not under any circumstances increase the obligations or liabilities of Assignor under the Leasean Assignee.

Landlord’s Consent. Subject Except for the “Tenant’s Work” (as defined in Exhibit E), Tenant will not make any alterations, installations, changes, replacements, additions or improvements, structural or otherwise (collectively, “Alterations”) in or to the terms and conditions Demised Premises or any part thereof, without the prior written consent of this AgreementLandlord, except that the consent of Landlord (i) consents to the assignment and assumption of the interest of Tenant under the Lease, as contemplated by this Agreement and (ii) waives its rights to recapture the Premises with respect to the assignment set forth in this Agreement. Such consent and this Agreement shall not be construed to: required for any Alteration to the Demised Premises which is purely cosmetic or decorative (a) modify, waive, release or otherwise and does not affect any element of the termsBuilding structure or systems), covenants, conditions, provisions or agreements is not visible from the exterior of the LeaseDemised Premises, except as expressly set forth in this Agreement; (b) waive any rights of Landlord under the Lease, including Landlord's recapture rights, except as expressly set forth in this Agreement; (c) enlarge or increase the obligations of Landlord under the Lease, except as expressly set forth in this Agreement, if at all; (d) enlarge or increase Assignee's rights and benefits in excess of the rights and benefits applicable to the "Tenant" under the Lease, except as expressly set forth in this Agreement; or (e) be does not require a consent by Landlord to any further assignment, sublease, pledge building permit or other transfer governmental approval for performance of the Lease, the Premises or same and costs less than Seventy-Five Thousand Dollars ($75,000.00) to perform ("Permitted Alterations") (but Tenant shall be required to provide Landlord at least ten (10) days’ notice prior to commencing any portion thereof, or any rights or interests therein, by Assignee (all to the extent Landlord's consent thereto is required pursuant to the terms of the Lease, as amended herebyPermitted Alterations). Notwithstanding the foregoing, Landlord Landlord's consent shall not be unreasonably withheld, conditioned or delayed to any Alteration to the Demised Premises (excluding any Permitted Alterations with respect to which Landlord’s prior written consent shall not be required), unless the proposed Alterations may consent to subsequent sublettings and assignments (i) affect the structure or safety of the Lease without notifying Assignor Building; (ii) adversely affect the Building structure and systems or anyone else liable under the Lease functioning thereof; (iii) interfere with the operation of the Building or the provision of services or utilities to other tenants in the Building; or (iv) be of a type or quality which is not consistent with the type or quality of alterations customarily made to office spaces in comparable buildings in the Rockville submarket. All Alterations made to, or installed by or for Tenant in, the Demised Premises shall be and without obtaining their consent remain Landlord’s property (excluding Tenant’s furniture, personal property and such action moveable trade fixtures) and shall not relieve such persons from liabilitybe removed without Landlord’s written consent. Any construction up-gradings required by any governmental authority as a result of said Alterations, but either in the Demised Premises or in any other part of the Building, will be paid for by Tenant. Tenant shall not under install any circumstances increase equipment of any nature whatsoever which may affect the obligations insurance rating of the Building, the structure of the Building, or liabilities which may necessitate any changes, replacements or additions to the water system, plumbing system, heating system, air-conditioning system or the electrical system of Assignor under the LeaseDemised Premises, without the prior written consent of Landlord. In the event that Landlord grants its consent thereto, Tenant shall pay all costs to make such changes, replacements or additions. Any approved Alterations shall be made by licensed and bonded contractors and mechanics approved by Landlord, in accordance with (i) Laws, (ii) the building code and zoning regulations of any such authority, (iii) plans and specifications that have been approved by Landlord in writing, and (iv) any rules and regulations established from time to time by the Underwriters Association of the local area. Prior to commencing construction of any approved Alterations, Tenant shall obtain any necessary building permits and shall deliver copies of such permits to Landlord. Tenant shall pay to Landlord, upon ten (10) business days notice, as Additional Rent, (i) a fee to cover Landlord’s administrative and out-of-pocket costs of reviewing the proposed Alterations, and (ii) a fee to cover Landlord’s administrative and out-of-pocket costs of supervising the performance of such Alterations, which fee shall not exceed one percent (1%) of the hard costs of the Alterations in the aggregate.

Landlord’s Consent. Subject Landlord’s and Tenant’s agreement with regard to the terms and conditions Tenant’s right to transfer all or part of this Agreement, Landlord (i) consents to the assignment and assumption of the its interest of Tenant under the Lease, as contemplated by this Agreement and (ii) waives its rights to recapture in the Premises with respect to the assignment set forth in this Agreement. Such consent and this Agreement shall not be construed to: (a) modify, waive, release or otherwise affect any of the terms, covenants, conditions, provisions or agreements of the Lease, except is as expressly set forth in this AgreementParagraph 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 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 withhold its consent to an assignment or sublease, it shall be 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 increased probability of the comfort and/or safety of Landlord and other tenants in the Building being compromised or reduced, as reasonably determined by Landlord; (bii) waive the space will be used for a 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 rights 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) the proposed assignee or subtenant (or any person which directly or indirectly controls, is controlled by, or is under common control with the proposed assignee or subtenant) is a current tenant of the Building (unless Landlord does not have sufficient space within the Project for such tenant) or 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 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 under has had adverse dealings within the Lease, including Landlord's recapture rights, except as expressly set forth in this Agreementtwo (2) year period prior to the requested assignment or sublease; (cvii) enlarge the assignment or increase the obligations of Landlord under the Lease, except as expressly set forth in this Agreement, if at all; (d) enlarge or increase Assignee's rights and benefits in excess subletting may conflict with any exclusive uses granted to other tenants of the rights and benefits applicable to the "Tenant" under the Lease, except as expressly set forth in this Agreement; or (e) be a consent by Landlord to any further assignment, sublease, pledge or other transfer of the Lease, the Premises or any portion thereofProject, or any rights or interests therein, by Assignee (all to the extent Landlord's consent thereto is required pursuant to 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 this Lease; (ix) Landlord determines, in its reasonable opinion, that the 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 amended hereby). Notwithstanding the foregoing, Landlord may consent to subsequent sublettings and assignments of the date Tenant requests Landlord’s consent or as of the date Landlord responds thereto, an Event of Default by Tenant under this Lease without notifying Assignor or anyone else liable under shall have occurred and be continuing. Landlord’s foregoing rights and options shall continue throughout the Lease and without obtaining their consent and such action shall not relieve such persons from liability, but shall not under any circumstances increase the obligations or liabilities entire term of Assignor under the this Lease.

Landlord’s Consent. Subject to the terms and conditions of this AgreementExcept as otherwise specifically provided herein, Landlord (i) consents to the assignment and assumption of the interest of Tenant under the Lease, as contemplated by this Agreement and (ii) waives its rights to recapture the Premises with respect to the assignment set forth whenever in this Agreement. Such consent and this Agreement shall not be construed to: (a) modifySublease, waive, release or otherwise affect any of the terms, covenants, conditions, provisions or agreements of the Lease, except as expressly set forth in this Agreement; (b) waive any rights of Landlord under the Lease, including Landlord's recapture rights, except as expressly set forth in this Agreement; (c) enlarge or increase the obligations of Landlord under the Lease, except as expressly set forth in this Agreement, if at all; (d) enlarge or increase Assignee's rights and benefits in excess of the rights and benefits applicable Sublessee is required to the "Tenant" under the Lease, except as expressly set forth in this Agreement; or (e) be a consent by Landlord to any further assignment, sublease, pledge or other transfer of the Lease, the Premises or any portion thereof, or any rights or interests therein, by Assignee (all to the extent Landlordobtain Sublessor's consent thereto is or approval, Sublessee understands that Sublessor may be required pursuant to by the terms of the Prime Lease to first obtain the consent or approval of Landlord. If Landlord should refuse such consent or approval and if such consent is required under the Prime Lease, as amended hereby). Notwithstanding the foregoingSublessor shall be released of any obligation to grant its consent or approval whether or not Landlords’ refusal, Landlord may consent to subsequent sublettings and assignments of the Lease without notifying Assignor in Sublessee's opinion is arbitrary or anyone else liable unreasonable or improper under the Prime Lease. Sublessee agrees that Sublessor shall not be required to dispute any determinations or other assertions or claims of Landlord regarding the obligations of Sublessor under the Prime Lease for which Sublessee is or may be responsible under the terms of this Sublease. Should Sublessor elect not to dispute any such determinations, assertions or claims by Landlord, Sublessor hereby grants Sublessee such right as Sublessor would have had to dispute the same in its own name, without Sublessor's consent, and the right to resolve such disputes to its own satisfaction, provided that Sublessee shall bear any and all costs and expenses of any such dispute and/or settlement and shall indemnify, defend and hold Sublessor harmless from and against all liability, loss, damage or expense, including, without obtaining their consent and limitation, reasonable attorneys’ fees, which Sublessor shall suffer or incur by reason of such action and provided further that Sublessor shall not relieve be bound without its consent (not to be unreasonably withheld) by any settlement, agreement or resolution reached by Sublessee and Landlord in regard to any such persons from liabilitydispute, but shall not under or by any circumstances increase the obligations decree, judgment or liabilities of Assignor under the Leasepenalty resulting therefrom.

Landlord’s Consent. Subject to the terms and conditions Tenant shall not, either voluntarily or by operation of law, sell, assign or transfer this Agreement, Landlord (i) consents to the assignment and assumption of the interest of Tenant under the Lease, as contemplated by this Agreement and (ii) waives its rights to recapture the Premises with respect to the assignment set forth in this Agreement. Such consent and this Agreement shall not be construed to: (a) modify, waive, release Lease or otherwise affect any of the terms, covenants, conditions, provisions or agreements of the Lease, except as expressly set forth in this Agreement; (b) waive any rights of Landlord under the Lease, including Landlord's recapture rights, except as expressly set forth in this Agreement; (c) enlarge or increase the obligations of Landlord under the Lease, except as expressly set forth in this Agreement, if at all; (d) enlarge or increase Assignee's rights and benefits in excess of the rights and benefits applicable to the "Tenant" under the Lease, except as expressly set forth in this Agreement; or (e) be a consent by Landlord to any further assignment, sublease, pledge or other transfer of the Lease, sublet the Premises or any portion part thereof, or assign any rights right to use the Premises or interests thereinany part thereof (each a “Transfer”) without the prior written consent of Landlord, by Assignee (all which shall not be unreasonably withheld, conditioned or delayed, and any attempt to the extent do so without such prior written consent shall be void and, at Landlord's ’s option, shall terminate this Lease. If Tenant requests Landlord’s consent thereto is required pursuant to the terms 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 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, as amended herebycontrolled 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”). Notwithstanding the foregoing, Tenant shall notify Landlord may consent to subsequent sublettings and assignments within thirty (30) days of the Lease without notifying Assignor or anyone else liable under the Lease and without obtaining their consent and any such action shall not relieve such persons from liability, but shall not under any circumstances increase the obligations or liabilities of Assignor under the Lease.Permitted Transfer

Landlord’s Consent. Subject If Landlord does not exercise the right set forth in Section 11.2.2 above within thirty (30) days after receipt of Tenant's notice or if a proposed sublease is not subject to the provisions of Section 11.2.2 above, Landlord shall not unreasonably withhold its consent to the proposed assignment or subletting, on the terms and conditions of this Agreementspecified in said notice. Without otherwise limiting the criteria upon which Landlord may withhold its consent to any proposed assignment or sublease, if Landlord (i) consents to withholds its consent where Tenant is in default at the assignment and assumption time of the interest giving of Tenant's notice or at any time thereafter, or where the net worth of the proposed assignee or subtenant (according to generally accepted accounting principles) is less than net worth of Tenant under at the Leasetime this Lease is executed, as contemplated such withholding of consent shall be presumptively reasonable. Any and all rent to be paid by this Agreement and (ii) waives its rights to recapture the Premises with respect to the assignment set forth in this Agreement. Such consent and this Agreement shall an assignee or subtenant, including, but not be construed limited to: (a) modify, waive, release or otherwise affect any of the terms, covenants, conditions, provisions or agreements of the Lease, except as expressly set forth in this Agreement; (b) waive any rights of Landlord under the Lease, including Landlord's recapture rights, except as expressly set forth in this Agreement; (c) enlarge or increase the obligations of Landlord under the Lease, except as expressly set forth in this Agreement, if at all; (d) enlarge or increase Assignee's rights and benefits rent in excess of the rights Rentals to be paid under this Lease (prorated in the event that a sublease or less than the entire Premises) ("Excess Rent"), shall be paid by Tenant directly to Landlord, as Additional Rent, at the time and benefits applicable to the "Tenant" under the Lease, except as expressly set forth place specified in this Agreement; Lease. For the purposes of this Article 11, the term "rent" shall include any consideration of any kind received, or to be received, by Tenant from an assignee or subtenant, if such sums are related to Tenant's interest in this Lease or in the Premises, including, but not limited to, key money, bonus money and payments (ein excess of the fair market value thereof) be a consent by Landlord to for Tenant's assets, fixtures, trade fixtures, inventory, accounts, goodwill, equipment, furniture, general intangibles and any further assignment, sublease, pledge capital stock or other transfer equity ownership interest of the Lease, the Premises Tenant. Any assignment or any portion thereof, or any rights or interests therein, by Assignee (all to the extent subletting without Landlord's consent thereto is required pursuant shall be voidable at Landlord's option and shall constitute a Default by Tenant. Landlord's consent to the terms any one assignment or sublease shall not constitute a waiver of the provisions of this Article 11 as to any subsequent assignment or sublease nor a consent to any subsequent assignment or sublease; further, Landlord's consent to an assignment or sublease shall not release Tenant from Tenant's obligations under this Lease, as amended hereby). Notwithstanding and Tenant shall remain jointly and severally liable with the foregoing, Landlord may consent to subsequent sublettings and assignments of the Lease without notifying Assignor assignee or anyone else liable under the Lease and without obtaining their consent and such action shall not relieve such persons from liability, but shall not under any circumstances increase the obligations or liabilities of Assignor under the Leasesubtenant.

Landlord’s Consent. Subject Landlord shall have twenty (20) days after Tenant’s notice of assignment and/or sublease is received with the financial information reasonably requested by Landlord to the terms and conditions advise Tenant of this Agreement, Landlord Landlord’s (i) consents consent to the such proposed assignment and assumption of the interest of Tenant under the Leaseor sublease, as contemplated by this Agreement and (ii) waives withholding of consent to such proposed assignment or sublease or (iii) election to terminate this Lease, such termination to be effective as of the date of the commencement of the proposed assignment or subletting. If Landlord shall exercise its rights termination right hereunder, Landlord shall have the right to recapture enter into a lease or other occupancy agreement directly with the Premises with respect proposed assignee or subtenant, and Tenant shall have no right to the assignment set forth in this Agreement. Such consent and this Agreement shall not be construed to: (a) modify, waive, release or otherwise affect any of the termsrents or other consideration payable by such proposed assignee or subtenant under such other lease or occupancy agreement, covenantseven 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, conditionsor not lease the Premises, provisions 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 provided, however, that Landlord may exercise the termination right described in said clause (iii) only if Tenant proposes to assign this Lease or agreements sublet more than seventy-five percent (75%) of the Premises and provided further that if Landlord elects to terminate this Lease pursuant to clause (iii), then Tenant may, within ten (10) business days after receipt of notice of Landlord’s election to terminate this Lease, except as expressly set forth revoke its request for consent, in which case this Agreement; (b) waive any rights of Landlord under the Lease, including Landlord's recapture rights, except as expressly set forth Lease shall remain in this Agreement; (c) enlarge or increase the obligations of Landlord under the Lease, except as expressly set forth in this Agreement, if at all; (d) enlarge or increase Assignee's rights full force and benefits in excess of the rights and benefits applicable to the "Tenant" under the Lease, except as expressly set forth in this Agreement; or (e) be a consent by Landlord to any further assignment, sublease, pledge or other transfer of the Lease, the Premises or any portion thereof, or any rights or interests therein, by Assignee (all to the extent Landlord's consent thereto is required pursuant to the terms of the Lease, as amended hereby). Notwithstanding the foregoing, Landlord may consent to subsequent sublettings and assignments of the Lease without notifying Assignor or anyone else liable under the Lease and without obtaining their consent and such action shall not relieve such persons from liability, but shall not under any circumstances increase the obligations or liabilities of Assignor under the Leaseeffect.

Landlord’s Consent. Subject (a) Txxxxx's request for consent to any transfer described in Section 9.01 shall set forth in writing the terms details of the proposed transfer, including the name, business and conditions financial condition of this Agreementthe prospective transferee, financial details of the proposed transfer (e.g., the term of and the rent and security deposit payable under any proposed assignment or sublease), and any other information Landlord deems relevant. Landlord shall have the right to withhold consent, if reasonable, or to grant consent, based on the following factors: (i) consents the business of the proposed assignee or subtenant and the proposed use of the Property; (ii) the net worth and financial reputation of the proposed assignee or subtenant; (iii) Tenant's compliance with all of its obligations under the Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, Tenant may nonetheless sublease (but not assign), all or a portion of the Property to the assignment and assumption proposed transferee, but only on the other terms of the interest proposed transfer. (b) If Tenant assigns or sublease, the following shall apply: (i) Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's Share (stated in Section 1.14) of the Profit (defined below) on such transaction as and when received by Txxxxx, unless Lxxxxxxx gives written notice to Tenant and the assignee or subtenant that Landlord's Share shall be paid by the assignee or subtenant to Landlord directly. The "Profit" means, with respect to any assignment of sublease to a party who is "not a Tenant" Affiliate, (A) all amounts paid to Tenant for such assignment of sublease, including "key" money, monthly rent in excess of the monthly rent payable under the Lease, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less (B) costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for real estate broker's commissions and costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is entitled to recover such costs and expenses before Tenant is obligated to pay the Landlord's Share to Landlord. The Profit in the case of a sublease of less than all the Property is the rent allocable to the subleased space as contemplated by this Agreement and a percentage on a square footage basis. (ii) waives its rights Tenant shall provide Landlord a written statement certifying all amounts to recapture be paid from any assignment or sublease of the Premises with respect Property within thirty (30) days after the transaction documentation is signed, and Landlord may inspect Tenant's books and records to verify the assignment set forth in this Agreementaccuracy of such statement. Such consent On written request, Tenant shall promptly furnish to Landlord copies of all the transaction documentation, all of which shall be certified by Tenant to be complete, true and this Agreement correct. Lxxxxxxx's receipt of Landlord's Share shall not be construed to: (aa consent to any further assignment or subletting. The breach of Tenant's obligation under this Paragraph 9.05(b) modify, waive, release or otherwise affect any of the terms, covenants, conditions, provisions or agreements shall be a material default of the Lease, except as expressly set forth in this Agreement; (b) waive any rights of Landlord under the Lease, including Landlord's recapture rights, except as expressly set forth in this Agreement; (c) enlarge or increase the obligations of Landlord under the Lease, except as expressly set forth in this Agreement, if at all; (d) enlarge or increase Assignee's rights and benefits in excess of the rights and benefits applicable to the "Tenant" under the Lease, except as expressly set forth in this Agreement; or (e) be a consent by Landlord to any further assignment, sublease, pledge or other transfer of the Lease, the Premises or any portion thereof, or any rights or interests therein, by Assignee (all to the extent Landlord's consent thereto is required pursuant to the terms of the Lease, as amended hereby). Notwithstanding the foregoing, Landlord may consent to subsequent sublettings and assignments of the Lease without notifying Assignor or anyone else liable under the Lease and without obtaining their consent and such action shall not relieve such persons from liability, but shall not under any circumstances increase the obligations or liabilities of Assignor under the LeaseSection 9.06.

Landlord’s Consent. Subject Landlord's and Tenant's agreement with regard to the terms and conditions Tenant's right to transfer all or part of this Agreement, Landlord (i) consents to the assignment and assumption of the its interest of Tenant under the Lease, as contemplated by this Agreement and (ii) waives its rights to recapture in the Premises with respect to the assignment set forth in this Agreement. Such consent and this Agreement shall not be construed to: (a) modify, waive, release or otherwise affect any of the terms, covenants, conditions, provisions or agreements of the Lease, except is as expressly set forth in this AgreementParagraph 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 15 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 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 withhold its consent to an assignment or sublease, it shall be 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, or generate material additional foot traffic, elevator usage or security concerns in the Building, or create an increased probability of the comfort and/or safety of Landlord and other tenants in the Building being compromised or reduced, (ii) the space will be used for a 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); (biii) waive the proposed assignee or subtenant is a current tenant of the Building or a prospective tenant of the Building; (iv) Landlord in good faith disapproves of the proposed assignee or subtenant's reputation or creditworthiness; (v) Landlord determines in good faith 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 rights affiliate of Landlord under the Lease, including Landlord's recapture rights, except as expressly set forth in this Agreementhas had adverse dealings; (cvii) enlarge the assignment or increase subletting may conflict with any exclusive uses granted to other tenants of the obligations Real Property, or with the terms of Landlord under any easement, covenant, condition or restriction, or other agreement affecting the Lease, except as expressly set forth in this Agreement, if at allReal Property; (dviii) enlarge the assignment or increase Assignee's rights and benefits subletting would involve a change in excess of the rights and benefits applicable to the "Tenant" use from that expressly permitted under the this Lease, except as expressly set forth in this Agreement; or (eix) Landlord in good faith determines that there is a material risk that the proposed assignee will be a consent by Landlord unable to any further assignmentperform all of Tenant's obligations under this Lease or that the proposed subtenant will be unable to perform all of its obligations under the proposed sublease. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease. For purposes of this Paragraph 13, the following events shall be deemed an assignment or sublease, pledge as appropriate: (i) the issuance of equity interests (whether stock, partnership interests or other transfer of the Lease, the Premises otherwise) in Tenant or any portion thereofsubtenant or assignee, or any rights entity controlling any of them, to any person or interests thereingroup 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 any entity controlling any of them, in a single transaction or a series of related or unrelated transactions (including, without limitation, by Assignee (all consolidation, merger, acquisition or reorganization), except that the transfer of outstanding capital stock or other listed equity interests by persons or parties other than "insiders" within the meaning of the Securities Exchange Act of 1934, as amended, through the "over-the- counter" market or any recognized national or international securities exchange, shall not be included in determining whether Control has been transferred, nor shall transfers of Tenant's stock to the extent Landlordemployee stock option plan of the Tenant originally named herein (the "ESOP") or among participants in the ESOP be considered a change in Control so long such transfer(s) do not result in a person or entity other than the person or entity, if any, that currently Controls Tenant, obtaining Control of Tenant; (iii) a reduction of Tenant's consent thereto is required pursuant assets to the terms point that this Lease is substantially Tenant's only asset; (iv) a change or conversion in the form of entity of Tenant, any subtenant or assignee, or any entity controlling any of them, which has the effect of limiting the liability of any of the Leasepartners, as amended hereby). Notwithstanding members or other owners of such entity; or (v) the foregoingagreement by a third party to assume, Landlord may consent to subsequent sublettings and assignments take over, or reimburse Tenant for, any or all of the Lease without notifying Assignor or anyone else liable under the Lease and without obtaining their consent and such action shall not relieve such persons from liability, but shall not under any circumstances increase the obligations or liabilities of Assignor under the Lease.Tenant's 16

Landlord’s Consent. Subject Landlord shall not unreasonably withhold, condition or delay its consent to any proposed assignment or subletting by Tenant on the terms and conditions specified in Tenant’s notice referred to above. Landlord shall reasonably approve or disapprove any assignment or subletting proposed by Tenant for which Landlord’s approval is required hereunder within ten (10) days following Landlord’s receipt of this Agreement, Landlord (i) consents to the Tenant’s notice of proposed assignment or subletting and assumption receipt of the interest information referred to in Paragraph 24.2(a) above. Without otherwise limiting the criteria upon which Landlord may withhold its consent to any proposed assignment or sublease, if Landlord withholds its consent where Tenant is in default beyond applicable notice and cure periods, at the time of Tenant the giving of Tenant’s notice or on the effective date of any assignment or sublease, or where the net worth of the proposed assignee (according to generally accepted accounting principles) is not, in Landlord’s reasonable business judgment, sufficient to permit the proposed assignee to perform Tenant’s remaining obligations under the this Lease, as contemplated such withholding of consent shall be presumptively reasonable. Fifty percent (50%) of any and all rent paid by this Agreement and (ii) waives its rights to recapture the Premises with respect to the assignment set forth in this Agreement. Such consent and this Agreement shall not be construed to: (a) modify, waive, release an assignee or otherwise affect any of the terms, covenants, conditions, provisions or agreements of the Lease, except as expressly set forth in this Agreement; (b) waive any rights of Landlord under the Lease, including Landlord's recapture rights, except as expressly set forth in this Agreement; (c) enlarge or increase the obligations of Landlord under the Lease, except as expressly set forth in this Agreement, if at all; (d) enlarge or increase Assignee's rights and benefits subtenant in excess of the rights Rentals to be paid under this Lease (prorated in the event of a sublease of less than the entire Premises), after Tenant’s full recovery from the excess Rentals of (i) tenant improvement costs paid by Tenant in order to obtain the Lease assignment or subletting in question, (ii) all reasonable brokerage commissions paid by Tenant to third parties not affiliated with Tenant in order to obtain the Lease assignment or subletting in question, and benefits applicable (iii) all reasonable attorneys’ fees incurred by Tenant in connection with obtaining the Lease assignment or subletting in question (referred to herein as the "“Transfer Premium”) shall be paid by Tenant to Landlord, as Additional Rent, if and when received from the assignee or sublessee (and if not paid by the sublessee or assignee, Tenant shall have no liability to pay such amounts to Landlord. For the purposes of this Paragraph 24, the term “rent” shall include any consideration of any kind received, or to be received, by Tenant from an assignee or subtenant, if such sums are related to Tenant" under the Lease, except as expressly set forth ’s interest in this Agreement; Lease or in the Premises, including, but not limited to key money, bonus money, and payments (ein excess of the fair market value thereof) be a consent by Landlord to for Tenant’s assets, fixtures, trade fixtures, inventory, accounts, goodwill, equipment, furniture, general intangibles, and any further assignment, sublease, pledge capital stock or other transfer equity ownership interest of the Lease, the Premises Tenant. Any assignment or any portion thereof, or any rights or interests therein, by Assignee subletting without Landlord’s consent (all to the extent where Landlord's ’s consent thereto is was required pursuant to under the terms of this Paragraph 24) shall be voidable at Landlord’s option, and shall constitute a default by Tenant, subject to applicable notice and cure periods. Landlord’s consent to any one assignment or sublease shall not constitute a waiver of the provisions of this Paragraph 24 as to any subsequent assignment or sublease nor a consent to any subsequent assignment or sublease; further, Landlord’s consent to an assignment or sublease shall not release Tenant from Tenant’s obligations under this Lease, and Tenant shall remain jointly and severally liable with the assignee or subtenant for the obligations under this Lease as amended hereby). Notwithstanding the foregoing, Landlord may consent to subsequent sublettings and assignments they exist as of the Lease without notifying Assignor date of the sublease or anyone else liable under the Lease assignment (and without obtaining their consent regard to any amendments to this Lease entered into between Landlord and such action shall not relieve such persons from liability, but shall not under any circumstances increase the obligations or liabilities of Assignor under the Leaseassignee unless consented to in writing by Tenant).

Landlord’s Consent. Subject (a) Txxxxx's request for consent to any transfer described in Section 9.()1 shall set forth in writing the terms details of the proposed transfer, including the name, business and conditions financial condition of this Agreementthe prospective transferee, financial details of the proposed transfer (e.g., the term of and the rent and security deposit payable under any proposed assignment or sublease), and any other information Landlord deems relevant. Landlord shall have the right to withhold consent, if reasonable, or to grant consent, based on the following factors: (i) consents the business of the proposed assignee or subtenant and the proposed use of the Property; (ii) the net worth and financial reputation of the proposed assignee or subtenant; (iii) Tenant's compliance with all of its obligations under the Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, Tenant may nonetheless sublease (but not assign), all or a portion of the Property to the assignment and assumption proposed transferee, but only on the other terms of the interest proposed transfer. (b) If Tenant assigns or subleases, the following shall apply: (i) Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's Share (stated in Section 1. 13) of the Profit (defined below) on such transaction as and when received by Txxxxx, unless Lxxxxxxx gives written notice to Tenant and the assignee or subtenant that Landlord's Share shall be paid by the assignee or subtenant to Landlord directly. The "Profit" means (A) all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly rent in excess of the monthly rent payable under the Lease, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less (B) costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for real estate broker"; commissions and costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is entitled to recover such costs and expenses before Tenant is obligated to pay the Landlord's Share :to Landlord. The Profit in the case of a sublease of less than all the Property is the rent allocable to the subleased space as contemplated by this Agreement and a percentage on a square footage basis. (ii) waives its rights Tenant shall provide Landlord a written statement certifying all amounts to recapture be paid from any assignment or sublease of the Premises with respect Property within thirty (30) days after the transaction documentation is signed, and Landlord may inspect Tenant's books and records to verify the assignment set forth in this Agreementaccuracy of such statement On written request, Tenant shall promptly furnish to Landlord copies of all the transaction documentation, all of which shall be certified by Tenant to be complete, true and correct. Such consent and this Agreement Lxxxxxxx's receipt of Landlord's Share shall not be construed to: (aa consent to any further assignment or subletting. The breach of Tenant's obligation under this Paragraph 9.05(b) modify, waive, release or otherwise affect any of the terms, covenants, conditions, provisions or agreements shall be a material default of the Lease, except as expressly set forth in this Agreement; (b) waive any rights of Landlord under the Lease, including Landlord's recapture rights, except as expressly set forth in this Agreement; (c) enlarge or increase the obligations of Landlord under the Lease, except as expressly set forth in this Agreement, if at all; (d) enlarge or increase Assignee's rights and benefits in excess of the rights and benefits applicable to the "Tenant" under the Lease, except as expressly set forth in this Agreement; or (e) be a consent by Landlord to any further assignment, sublease, pledge or other transfer of the Lease, the Premises or any portion thereof, or any rights or interests therein, by Assignee (all to the extent Landlord's consent thereto is required pursuant to the terms of the Lease, as amended hereby). Notwithstanding the foregoing, Landlord may consent to subsequent sublettings and assignments of the Lease without notifying Assignor or anyone else liable under the Lease and without obtaining their consent and such action shall not relieve such persons from liability, but shall not under any circumstances increase the obligations or liabilities of Assignor under the LeaseSection 9.06.

Landlord’s Consent. Subject The undersigned, being the current landlord under the lease agreement identified as the "Head Lease" in the Mortgage of Lease (the "Mortgage") to the terms and conditions of which this AgreementConsent is attached, Landlord (i) hereby consents to the assignment Mortgage to Alberta Treasury Branches ("ATB") as attached hereto. The undersigned, reserving all rights in respect of future mortgages, assignments or subletting; confirms that the Head Lease and assumption other documents are valid, subsisting and in good standing as at the date hereof and agrees: not to terminate the Head Lease without first advising ATB in writing of the interest default or breach of Tenant under the tenant thereunder and giving ATB a reasonable opportunity to remedy any such default; to permit ATB to exercise its remedies and realize on its security as contemplated in the attached Mortgage and permitted by law, without hindrance by the undersigned; that should it become necessary for ATB to enter upon the leasehold premises described in the Head Lease, as contemplated by this Agreement and (ii) waives its rights to recapture the Premises with respect to the assignment set forth in this Agreement. Such consent and this Agreement shall not be construed to: (a) modify, waive, release or otherwise affect any of the terms, covenants, conditions, provisions or agreements of the Lease, except as expressly set forth in this Agreement; (b) waive any rights of Landlord under the Lease, including Landlord's recapture rights, except as expressly set forth in this Agreement; (c) enlarge or increase the obligations of Landlord under the Lease, except as expressly set forth in this Agreement, if at all; (d) enlarge or increase Assignee's rights and benefits in excess of the rights and benefits applicable to the "Tenant" under the Lease, except as expressly set forth in this Agreement; or (e) be a consent by Landlord to any further assignment, sublease, pledge or other transfer of the Lease, the Premises or any portion thereof, or any rights or interests therein, by Assignee (all to the extent Landlord's consent thereto is required pursuant to the terms of the LeaseMortgage, as amended hereby). Notwithstanding and to assign or sublet the foregoingHead Lease or part thereof, Landlord may the undersigned will consent to subsequent sublettings and assignments the subletting of the Lease without notifying Assignor said leasehold premises or anyone else the assignment or transfer of the Head Lease; and unless and until ATB exercises its rights to take possession of the leasehold premises, nothing herein or in the Mortgage is to be construed as an obligation or covenant on the part of ATB to become liable to the undersigned for the payment of rent under the Head Lease and without obtaining their consent and such action shall not relieve such persons from liability, but shall not under or for the performance of covenants of the tenant contained therein; provided that nothing herein will limit in any circumstances increase manner whatsoever the obligations rights which the undersigned has or liabilities of Assignor may have against the tenant under the Head Lease. Dated at ______________________________, Alberta this ________day of ____________________________________.

Landlord’s Consent. Subject Tenant shall make no alterations, additions or improvements (an "Alteration") in or to the terms and conditions of this AgreementPremises, Landlord (i) consents to without Landlord's prior written consent. So long as the assignment and assumption Alteration is nonstructural, is not visible from the exterior of the interest Building, does not involve any work above the dropped ceiling of Tenant under the Lease, as contemplated by this Agreement and (ii) waives its rights to recapture the Premises with respect to the assignment set forth in this Agreement. Such and does not affect any Building systems or their operation, Landlord's consent and this Agreement shall not be construed to: (a) modifyunreasonably withheld. If Tenant desires to make any Alteration, waiveTenant shall submit detailed plans, release specifications and an itemized budget for making the Alteration. Tenant shall pay to Landlord all reasonable costs incurred by Landlord for any architectural, engineering, supervisory or otherwise affect legal services in connection with the Alteration, including its review of the plans, specifications and budget for purposes of determining whether to consent. Landlord may impose any reasonable conditions and requirements to any consent as Landlord shall in its discretion deem to be necessary, including the hours when work may be performed and insurance and bonding requirements. Any approved Alteration shall be made only by contractors reasonably approved by Landlord. The review, approval, inspection or examination by Landlord or any of its agents of any plans, specifications, contractors or any other items shall be solely for Landlord's benefit and to protect its interests, and neither Landlord nor its agents shall be deemed to have assumed any responsibility for the termsquality of work of any contractor or the accuracy, covenantssufficiency, conditionsquality or suitability of such plans, provisions specifications or agreements other items. Tenant shall construct such Alterations in a good and workmanlike manner and shall comply with all applicable laws and requirements of governmental authorities and any insurance rating bureau or similar body used by Landlord's insurers. Before commencing any work, Tenant shall deliver to Landlord at least ten (10) days notice of the Leaseproposed commencement of such work, so that Landlord may post and record a notice of nonresponsibility. All Alterations, including all wall coverings, floor coverings, built-in cabinet work, paneling and the like, shall become the property of Landlord and remain upon the Premises at the end of the Term, except as expressly set forth in this Agreement; (b) waive any rights of Landlord under the Lease, including Landlord's recapture rights, except as expressly set forth in this Agreement; (c) enlarge or increase the obligations of Landlord under the Lease, except as expressly set forth in this Agreement, if at all; (d) enlarge or increase Assignee's rights and benefits in excess of the rights and benefits applicable to the "Tenant" under the Lease, except as expressly set forth in this Agreement; or (e) be a consent by Landlord to any further assignment, sublease, pledge or other transfer of the Lease, the Premises or any portion thereof, or any rights or interests therein, by Assignee (all to the extent Landlord's consent thereto is required Landlord requires Tenant to remove them pursuant to the terms of the Lease, as amended hereby). Notwithstanding the foregoing, Landlord may consent to subsequent sublettings and assignments of the Lease without notifying Assignor or anyone else liable under the Lease and without obtaining their consent and such action shall not relieve such persons from liability, but shall not under any circumstances increase the obligations or liabilities of Assignor under the LeaseArticle 8.

Landlord’s Consent. Subject Landlord's and Tenant's agreement with regard to the terms and conditions Tenant's right to transfer all or part of this Agreement, Landlord (i) consents to the assignment and assumption of the its interest of Tenant under the Lease, as contemplated by this Agreement and (ii) waives its rights to recapture in the Premises with respect to the assignment set forth in this Agreement. Such consent and this Agreement shall not be construed to: (a) modify, waive, release or otherwise affect any of the terms, covenants, conditions, provisions or agreements of the Lease, except is as expressly set forth in this Agreement; (b) waive any rights of Landlord under the Lease, including Landlord's recapture rightsParagraph 13. Tenant agrees that, except as otherwise expressly set forth in this Agreement; 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 (ccollectively, an “assignment”) enlarge and neither the Premises nor any part thereof shall be sublet or increase the obligations of Landlord under the Leasebe used or occupied for any purpose by anyone other than Tenant (collectively, except 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 AgreementParagraph 13, if any assignment or subletting without Landlord's prior written consent shall, at allLandlord'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 an assignment or sublease, it shall be reasonable for Landlord to withhold its consent where: (i) Landlord reasonably disapproves of the proposed assignee's or subtenant's reputation or creditworthiness (taking into consideration Tenant's ongoing liability hereunder); (dii) enlarge or increase Assignee's rights and benefits in excess Landlord reasonably determines that the character of the rights and benefits applicable to business that would be conducted by the "Tenant" 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) the assignment or subletting would involve a change in use from that expressly permitted under the this Lease, except as expressly set forth in this Agreement; or (eiv) as of the date Tenant requests Landlord's consent or as of the date Landlord responds thereto, a breach or default by Tenant under this Lease shall have occurred and be a consent by Landlord to any further assignmentcontinuing. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease. For purposes of this Paragraph 13, the following events shall be deemed an assignment or sublease, pledge as appropriate: (i) the issuance of equity interests (whether stock, partnership interests or other transfer of the Lease, the Premises otherwise) in Tenant or any portion thereofassignee, or any rights entity controlling any of them, to any person or interests thereingroup 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 any entity controlling any of them, in a single transaction or a series of related or unrelated transactions (including, without limitation, by Assignee (all to consolidation, merger, acquisition or reorganization), except that the extent Landlord's consent thereto is required pursuant to the terms transfer of the Lease, as amended hereby). Notwithstanding the foregoing, Landlord may consent to subsequent sublettings and assignments of the Lease without notifying Assignor or anyone else liable under the Lease and without obtaining their consent and such action shall not relieve such persons from liability, but shall not under any circumstances increase the obligations or liabilities of Assignor under the Lease.1005628.07/SF 375170-00002/11-24-16/mrm/mrm -30-

Landlord’s Consent. Landlord shall 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 (10) business days after Xxxxxxxx’s receipt of the Transfer Notice and conditions 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 event that Xxxxxxxx fails to notify Tenant in writing of this Agreementsuch 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 effective date of any such Transfer, Tenant shall submit to Landlord for Landlord’s reasonable approval, the actual sublease, assignment or other document which will effect such Transfer, which approval Landlord shall not withhold if (i) consents to the assignment and assumption terms of the interest of Tenant under the Leasesuch Transfer, as contemplated set forth in such Transfer document, are materially the same as the terms for such Transfer in the Transfer Notice previously approved by this Agreement Landlord, and (ii) waives its rights Tenant and the Transferee execute and deliver to recapture Landlord Landlord’s standard form of consent to such Transfer, which shall be substantially in the Premises form of Exhibit K-1 attached hereto if an assignment, or Exhibit K-2 attached hereto if a sublease (“Landlord’s Consent”), and Landlord shall, within five (5) business days after receipt of 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 Transfer, Landlord shall be deemed to have consented to the assignment set forth in Transfer document submitted by Tenant to Landlord. The parties hereby agree that it shall be reasonable under this Agreement. Such Lease and under any applicable law for Landlord to withhold consent and this Agreement shall not be construed to: (a) modify, waive, release to any proposed Transfer where one or otherwise affect any more of the termsfollowing apply, covenants, conditions, provisions or agreements of the Lease, except without limitation as expressly set forth in this Agreement; (b) waive any rights of Landlord under the Lease, including Landlord's recapture rights, except as expressly set forth in this Agreement; (c) enlarge or increase the obligations of Landlord under the Lease, except as expressly set forth in this Agreement, if at all; (d) enlarge or increase Assignee's rights and benefits in excess of the rights and benefits applicable to the "Tenant" under the Lease, except as expressly set forth in this Agreement; or (e) be a consent by Landlord to any further assignment, sublease, pledge or other transfer of the Lease, the Premises or any portion thereof, or any rights or interests therein, by Assignee (all to the extent Landlord's consent thereto is required pursuant to the terms of the Lease, as amended hereby). Notwithstanding the foregoing, Landlord may consent to subsequent sublettings and assignments of the Lease without notifying Assignor or anyone else liable under the Lease and without obtaining their consent and such action shall not relieve such persons from liability, but shall not under any circumstances increase the obligations or liabilities of Assignor under the Lease.reasonable grounds for withholding consent:

Landlord’s Consent. Subject In the event Landlord consents to any assignment or subletting, such consent shall not constitute a waiver of any of the terms and conditions restrictions of this AgreementArticle XIV and the same shall apply to each successive assignment of subletting hereunder, if any. In no event shall Landlord's consent to an assignment or subletting affect the continuing primary liability of Tenant (which, following assignment, shall be joint and several with the assignee), or relieve Tenant of any of its obligations hereunder without an express written release being given by Landlord. In the event that Landlord (i) consents shall consent to an assignment or subletting under this Article XIV, such assignment or subletting shall not be effective under the assignment and assumption assignee or sublessee shall assume all of the interest obligations of this Lease on the part of Tenant under to be performed or observed and whereby the Leaseassignee or sublessee shall agree that the provisions contained in this Lease shall, as contemplated by this Agreement and (ii) waives its rights notwithstanding such assignment or subletting, continue to recapture the Premises be binding upon it with respect to the assignment set forth in this Agreementall future assignments and sublettings. Such consent assignment or sublease agreement shall be duly executed and this Agreement a fully executed copy thereof shall be delivered to Landlord, and Landlord may collect Monthly Rent and Additional Rent due hereunder directly from the assignee or sublessee. Collection of Monthly Rent and Additional Rent directly from an assignee or sublessee shall not be construed to: (a) modify, waive, release constItute a consent or otherwise affect any a waiver of the terms, covenants, conditions, provisions or agreements necessity of the Lease, except as expressly set forth in this Agreement; (b) waive any rights of Landlord under the Lease, including Landlord's recapture rights, except as expressly set forth in this Agreement; (c) enlarge or increase the obligations of Landlord under the Lease, except as expressly set forth in this Agreement, if at all; (d) enlarge or increase Assignee's rights and benefits in excess of the rights and benefits applicable to the "Tenant" under the Lease, except as expressly set forth in this Agreement; or (e) be a consent by Landlord to any further assignment, sublease, pledge or other transfer of the Lease, the Premises or any portion thereof, or any rights or interests therein, by Assignee (all to the extent Landlord's consent thereto is required pursuant to the terms of the Lease, as amended hereby). Notwithstanding the foregoing, Landlord may consent to subsequent sublettings and assignments such assignment of subletting, nor shall such collection constitute a recognition of such assignee or sublessee as the Lease without notifying Assignor Tenant hereunder or anyone else liable under a release of Tenant from the Lease and without obtaining their consent and such action shall not relieve such persons from liability, but shall not under any circumstances increase the performance of all of its obligations or liabilities of Assignor under the Leasehereunder.

Landlord’s Consent. Subject to Concurrently with Tenant’s delivery of each Transfer Notice, Tenant shall pay Landlord a review fee of $1,500.00 for Landlord’s review of the terms requested Transfer, regardless of whether consent is granted, and conditions of this Agreementthereafter, Tenant shall pay all reasonable costs incurred by Landlord (i) consents including reasonable fees paid to the assignment and assumption of the interest of Tenant under the Lease, consultants (as contemplated by this Agreement and (ii) waives its rights may be required if any physical changes to recapture the Premises with respect to the assignment set forth in this Agreement. Such consent and this Agreement shall not be construed to: (a) modify, waive, release or otherwise affect any of the terms, covenants, conditions, provisions or agreements of the Lease, except as expressly set forth in this Agreement; (b) waive any rights of Landlord under the Lease, including Landlord's recapture rights, except as expressly set forth in this Agreement; (c) enlarge or increase the obligations of Landlord under the Lease, except as expressly set forth in this Agreement, if at all; (d) enlarge or increase Assignee's rights and benefits in excess of the rights and benefits applicable to the "Tenant" under the Lease, except as expressly set forth in this Agreement; or (e) be a consent by Landlord to any further assignment, sublease, pledge or other transfer of the Lease, the Premises or the Building would be required for the proposed sublease or assignment) and attorneys) in connection with any portion thereofrequested Transfer, including but not limited to Landlord’s reasonable attorneys’ fees. If Tenant executes Landlord’s standard form of consent without any material changes to this Lease or material changes to the consent, such costs will not exceed $2,000.00 in the aggregate. However, if Tenant or the Transferee request material changes to Landlord’s standard form of consent or if there are material negotiations related thereto, or if this Lease needs to be amended at Tenant’s request or the request of Tenant’s Transferee, the foregoing limitation will not apply, provided that Landlord shall if requested by Tenant provide Tenant with reasonable updates on the amount of such costs incurred as of the date of the request. If Landlord consents to any rights or interests therein, by Assignee (all to the extent Landlord's consent thereto is required Transfer pursuant to the terms of this Article 40, Tenant may within six (6) months after Landlord’s consent, but not later than the Leaseexpiration of said six (6) month period, enter into such Transfer of the Subject Space, upon substantially the same terms and conditions as amended hereby). Notwithstanding are set forth in the foregoingTransfer Notice furnished by Tenant to Landlord; provided, however, that if there are any changes in the terms and conditions from those specified in the Transfer Notice, or if there are any changes in any of the documentation delivered in connection therewith, (i) such that Landlord may would initially have been entitled to refuse its consent to subsequent sublettings and assignments of such Transfer under this Article 40, or (ii) which would cause the Lease without notifying Assignor proposed Transfer to be more favorable to the Transferee than the terms set forth in Tenant’s original Transfer Notice, then Tenant shall again submit the Transfer to Landlord for its approval or anyone else liable other action under the Lease and without obtaining their consent and such action shall not relieve such persons from liability, but shall not under any circumstances increase the obligations or liabilities of Assignor under the Leasethis Article 40.

Landlord’s Consent. Subject Within twenty (20) days after receipt of Tenant's notice, Landlord shall not unreasonably withhold its consent to the proposed assignment or subletting, on the terms and conditions of this Agreementspecified in said notice. Without otherwise limiting the criteria upon which Landlord may withhold its consent to any proposed assignment or sublease, if Landlord (i) consents to withholds its consent where Tenant is in Default at the assignment and assumption time of the interest giving of Tenant's notice or at any time thereafter, or where the net worth of the proposed assignee or subtenant (according to generally accepted accounting principles) is less than the net worth of Tenant under at the Leasetime this Lease is executed, as contemplated by this Agreement and such withholding of consent shall be presumptively reasonable. Seventy-five percent (ii75%) waives its rights to recapture the Premises with respect to the assignment set forth in this Agreement. Such consent and this Agreement shall not be construed to: (a) modify, waive, release or otherwise affect of any of the terms, covenants, conditions, provisions or agreements of the Lease, except as expressly set forth in this Agreement; (b) waive any rights of Landlord under the Lease, including Landlord's recapture rights, except as expressly set forth in this Agreement; (c) enlarge or increase the obligations of Landlord under the Lease, except as expressly set forth in this Agreement, if at all; (d) enlarge or increase Assignee's rights and benefits rent in excess of the rights Rentals to be paid under this Lease (prorated in the event of a sublease of less than the entire Premises), shall be paid directly to Landlord, as Additional Rent, at the time and benefits applicable to the "Tenant" under the Lease, except as expressly set forth place specified in this Agreement; Lease. For the purposes of this Paragraph 24, the term "rent" shall include any consideration of any kind received, or to be received, by Tenant from an assignee or subtenant, if such sums are related to Tenant's interest in this Lease or in the Premises, including, but not limited to key money, bonus money, and payments (ein excess of the fair market value thereof) be a consent by Landlord to for Tenant's assets, fixtures, trade fixtures, inventory, accounts, goodwill, equipment, furniture, general intangibles, and any further assignment, sublease, pledge capital stock or other transfer equity ownership interest of the Lease, the Premises Tenant. Any assignment or any portion thereof, or any rights or interests therein, by Assignee (all to the extent subletting without Landlord's consent thereto is required pursuant shall be voidable at Landlord's option, and shall constitute a Default by Tenant. Landlord's consent to the terms any one assignment or sublease shall not constitute a waiver of the provisions of this Paragraph 24 as to any subsequent assignment or sublease nor a consent to any subsequent assignment or sublease; further, Landlord's consent to an assignment or sublease shall not release Tenant from Tenant's obligations under this Lease, as amended hereby). Notwithstanding and Tenant shall remain jointly and severally liable with the foregoing, Landlord may consent to subsequent sublettings and assignments of the Lease without notifying Assignor assignee or anyone else liable under the Lease and without obtaining their consent and such action shall not relieve such persons from liability, but shall not under any circumstances increase the obligations or liabilities of Assignor under the Leasesubtenant.

Landlord’s Consent. Subject Landlord hereby consents to the Sublease; provided, however, notwithstanding anything contained in the Sublease to the contrary, such consent is granted by Landlord only upon the terms and conditions of this Agreement, Landlord (i) consents to the assignment and assumption of the interest of Tenant under the Lease, as contemplated by this Agreement and (ii) waives its rights to recapture the Premises with respect to the assignment set forth in this Agreement. Such consent The Sublease is subject and this Agreement subordinate to the Lease. Landlord shall not be construed to: (a) modify, waive, release or otherwise affect bound by any of the terms, covenants, conditions, provisions or agreements of the LeaseSublease. Subtenant acknowledges for the benefit of Landlord that Landlord has made no representation or warranty to Subtenant as to the compliance of the Sublet Premises with any law, statute, ordinance, rule or regulation nor is Landlord obligated to provide, or pay for, any work or improvements relating to Subtenant's occupancy of the Sublet Premises except 750262.06/XXX000000-00016/4-6-16/ctl/kmo HCP BTC, LLC[Consent to Sublease] as expressly specifically set forth in this Agreementthe Lease (as between Landlord and Tenant) or in the Subtenant Workletter (the "Workletter"), attached hereto as Exhibit B; provided that (i) the foregoing shall not modify Landlord's ongoing repair and maintenance obligations set forth in the Lease; (bii) waive any rights of Landlord under Tenant and Subtenant acknowledge and agree that, as set forth in the Lease, including LandlordSection 13.4 of the Original Lease, as between Landlord and Tenant, Tenant shall be responsible to make all alterations or additions to the Property required by any and all Requirements (as defined in the Lease) because of Tenant's recapture rights(including Subtenant's) construction of improvements (provided, except that, nothing herein is waiving any rights Tenant may have with respect to latent defects, as expressly referenced in Section 5.2 of the Original Lease); and (iii) Subtenant and Tenant acknowledge and agree that, as between Tenant and Subtenant, nothing herein shall modify or change the allocation of responsibility and costs set forth in this Agreement; (c) enlarge the Sublease with respect to any such alterations or increase additions to the obligations Property required by applicable Requirements. Tenant and Subtenant hereby represent and warrant to Landlord that the copy of Landlord under the LeaseSublease attached hereto is a full, except as expressly set forth in complete and accurate copy of the Sublease, and that there are no other documents or instruments relating to the use of the Sublet Premises by Subtenant other than the Sublease. To the extent any terms or provisions of the Lease or the Sublease are inconsistent with the terms of this Agreement, if at all; (d) enlarge or increase Assignee's rights and benefits in excess of the rights and benefits applicable to the "Tenant" under the Lease, except as expressly set forth in this Agreement; or (e) be a consent by Landlord to any further assignment, sublease, pledge or other transfer of the Lease, the Premises or any portion thereof, or any rights or interests therein, by Assignee (all to the extent Landlord's consent thereto is required pursuant to the terms of the Lease, as amended hereby). Notwithstanding the foregoing, Landlord may consent to subsequent sublettings and assignments of the Lease without notifying Assignor or anyone else liable under the Lease and without obtaining their consent and such action shall not relieve such persons from liability, but shall not under any circumstances increase the obligations or liabilities of Assignor under the Leasethis Agreement control.

Landlord’s Consent. Subject If Landlord does not exercise its right to terminate pursuant to Paragraph 24.2(b) within fifteen (15) days after receipt of Tenant’s notice or if Tenant proposes a sublease, Landlord shall not unreasonably withhold or delay its consent to the proposed assignment or subletting, on the terms and conditions specified in said notice. If Tenant’s notice fails to state that it constitutes an offer to terminate the Lease as may be required pursuant to Paragraph 24.2(a), such notice shall be deemed insufficient for the purposes of this AgreementParagraph 24.2, and Landlord may withhold its consent to the proposed assignment in Landlord’s absolute discretion. Without otherwise limiting the criteria upon which Landlord may withhold its consent to any proposed assignment or sublease, if Landlord withholds its consent where Tenant is in default at the time of the giving of Tenant’s notice or at any time thereafter, or where the net worth of the proposed assignee (according to generally accepted accounting principles) is less than the greater of (i) consents the net worth of Tenant immediately prior to the assignment and assumption of the interest of Tenant under the Lease, as contemplated by this Agreement and (ii) waives its rights to recapture or the Premises with respect to net worth of Tenant at the assignment set forth in time this AgreementLease is executed, such withholding of consent shall be presumptively reasonable. Such consent Fifty percent (50%) of any and this Agreement shall not be construed to: (a) modify, waive, release all rent paid by an assignee or otherwise affect any of the terms, covenants, conditions, provisions or agreements of the Lease, except as expressly set forth in this Agreement; (b) waive any rights of Landlord under the Lease, including Landlord's recapture rights, except as expressly set forth in this Agreement; (c) enlarge or increase the obligations of Landlord under the Lease, except as expressly set forth in this Agreement, if at all; (d) enlarge or increase Assignee's rights and benefits subtenant in excess of the rights Rentals to be paid under this Lease (prorated in the event of a sublease of less than the entire Premises), after Tenant’s deduction therefrom of all reasonable costs to effect the assignment or subletting, including without limitation, brokerage commissions, attorneys’ fees, and benefits applicable the cost of leasehold improvements or alterations installed or redecorating performed by Tenant for the sublessee, shall be paid directly to Landlord, as Additional Rent, at the "time and place specified in this Lease. For the purposes of this Paragraph 24, the term “rent” shall include any consideration of any kind received, or to be received, by Tenant from an assignee or subtenant, if such sums are related to Tenant" ’s interest in this Lease or in the Premises, including, but not limited to key money, bonus money, and payments (in excess of the fair market value thereof) for Tenant’s assets, fixtures, trade fixtures, inventory, accounts, goodwill, equipment, furniture, general intangibles, and any capital stock or other equity ownership interest of Tenant. Any assignment or subletting without Landlord’s consent shall be voidable at Landlord’s option, and shall constitute a Default by Tenant. Landlord’s consent to any one assignment or sublease shall not constitute a waiver of the provisions of this Paragraph 24 as to any subsequent assignment or sublease nor a consent to any subsequent assignment or sublease; further, Landlord’s consent to an assignment or sublease shall not release Tenant from Tenant’s obligations under the this Lease, except as expressly set forth in this Agreement; and Tenant shall remain jointly and severally liable with the assignee or (e) be a consent by Landlord to any further assignment, sublease, pledge or other transfer of the Lease, the Premises or any portion thereof, or any rights or interests therein, by Assignee (all to the extent Landlord's consent thereto is required pursuant to the terms of the Lease, as amended hereby). Notwithstanding the foregoing, Landlord may consent to subsequent sublettings and assignments of the Lease without notifying Assignor or anyone else liable under the Lease and without obtaining their consent and such action shall not relieve such persons from liability, but shall not under any circumstances increase the obligations or liabilities of Assignor under the Leasesubtenant.

Landlord’s Consent. Subject In the event Tenant proposes to assign this Lease or enter into a sublease, Tenant shall request Landlord's consent by notice given not less than sixty (60) days prior to the terms intended effective date of the proposed assignment or sublease. Tenant's notice shall include the proposed assignee's or sublessee’s name and conditions address, current financial statement and business resume, including other business locations, other landlords, trade and bank references and other information as reasonably requested by Landlord. Consent withheld by Landlord for any of this Agreement, Landlord the following reasons shall be deemed conclusively to be consent reasonably withheld: (i) consents to the assignment and assumption of the interest of Tenant under the Leaseproposed assignee or sublessee is not financially qualified or is an otherwise unsatisfactory credit risk, as contemplated by this Agreement and or is not sufficiently experienced, (ii) waives its rights to recapture 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) the proposed assignment or sublease would adversely, in Landlord’s opinion, affect the overall character or quality of the Building in which the Demised Premises with respect to are located, (iv) the proposed assignment or sublease would increase the parking requirements of the Building beyond the existing capacity of the Project; (v) the proposed assignee or subtenant does not have a good reputation as a tenant of property; (vii) or the assignment set forth in this Agreement. Such consent and this Agreement shall not be construed to: (a) modify, waive, release or otherwise affect subletting would entail any alterations which would lessen the value of the terms, covenants, conditions, provisions leasehold improvements in the Demised Premises; (viii) the proposed assignee or agreements sublessee or use of the Lease, except as expressly set forth in this Agreement; (b) waive any rights of Landlord under Demised Premises by the Lease, including Landlord's recapture rights, except as expressly set forth in this Agreement; (c) enlarge or increase proposed assignee would come within the obligations of Landlord under the Lease, except as expressly set forth in this Agreement, if at all; (d) enlarge or increase Assignee's rights and benefits in excess provisions of the rights Spill Compensation and benefits applicable to the "Tenant" under the Lease, except as expressly set forth in this Agreement; or (e) be a consent by Landlord to any further assignment, sublease, pledge or other transfer of the Lease, the Premises or any portion thereofControl Act, or any rights other Environmental Law, or interests therein(ix) the 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 Section 13.C. in its sole discretion and Tenant claims that Landlord has been unreasonable in withholding or delaying consent or unreasonable in its request for information as to a proposal to assign or enter into a sublease, by Assignee (all Tenant’s remedy shall be restricted to a declaratory judgment and an injunction for the extent Landlord's consent thereto is required pursuant to the terms of the Leaserelief sought, as amended hereby). Notwithstanding the foregoing, Landlord may consent to subsequent sublettings and assignments of the Lease without notifying Assignor or anyone else liable under the Lease and without obtaining their consent and such action shall not relieve such persons from liability, but shall not under any circumstances increase the obligations or liabilities of Assignor under the Leaseexclude money damages.

Landlord’s Consent. Subject In the event Landlord consents to any assignment or subletting, such consent shall not constitute a waiver of any of the terms and conditions restrictions of this AgreementArticle XIV and the same shall apply to each successive assignment or subletting hereunder, if any. In no event shall Landlord's consent to an assignment or subletting affect the continuing primary liability of Tenant (which, following assignment, shall be joint and several with the assignee), or relieve Tenant of any of its obligations hereunder without an express written release being given by Landlord. In the event that Landlord (i) consents shall consent to an assignment or subletting under this Article XIV, such assignment or subletting shall not be effective until the assignment and assumption assignee or sublessee shall assume all of the interest obligations of this Lease on the part of Tenant under to be performed or observed and whereby the Leaseassignee or sublessee shall agree that the provisions contained in this Lease shall, as contemplated by this Agreement and (ii) waives its rights notwithstanding such assignment or subletting, continue to recapture the Premises be binding upon it with respect to the assignment set forth in this Agreementall future assignments and sublettings. Such assignment or sublease agreement shall be duly executed and a fully executed copy thereof shall be delivered to Landlord, and Landlord may collect Monthly Rent and Additional Rent due hereunder directly from the assignee or sublessee and shall apply it to Tenant's obligations hereunder. Collection of Monthly Rent and Additional Rent directly from an assignee or sublessee shall not constitute a consent and or a waiver of the necessity of consent to such assignment or subletting, nor shall such collection constitute a recognition of such assignee or sublessee as the Tenant hereunder or a release of Tenant from the performance of all of its obligations hereunder. Any sign rights granted to Tenant under this Agreement Lease shall not be construed to: (a) modifyassignable to or usable by any assignee or sublessee of Tenant without the prior written consent of Landlord, waive, release or otherwise affect any of the terms, covenants, conditions, provisions or agreements of the Lease, except as expressly set forth in this Agreement; (b) waive any rights of Landlord under the Lease, including Landlord's recapture rights, except as expressly set forth in this Agreement; (c) enlarge or increase the obligations of Landlord under the Lease, except as expressly set forth in this Agreement, if at all; (d) enlarge or increase Assignee's rights its sole and benefits in excess of the rights and benefits applicable to the "Tenant" under the Lease, except as expressly set forth in this Agreement; or (e) be a consent by Landlord to any further assignment, sublease, pledge or other transfer of the Lease, the Premises or any portion thereof, or any rights or interests therein, by Assignee (all to the extent Landlord's consent thereto is required pursuant to the terms of the Lease, as amended hereby). Notwithstanding the foregoing, Landlord may consent to subsequent sublettings and assignments of the Lease without notifying Assignor or anyone else liable under the Lease and without obtaining their consent and such action shall not relieve such persons from liability, but shall not under any circumstances increase the obligations or liabilities of Assignor under the Leaseabsolute discretion.

Landlord’s Consent. Subject to the terms and conditions of Tenant shall not assign this AgreementLease, Landlord (i) consents to the assignment and assumption or ------------------ sublease all or any part of the interest Premises, or permit the use of Tenant under the Lease, as contemplated by this Agreement and (ii) waives its rights to recapture the Premises with respect 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 the assignment set forth in this Agreement. Such consent and this Agreement shall not be construed to: (a) modify, waive, release or otherwise affect any of the terms, covenants, conditions, provisions or agreements of the Lease, except as expressly set forth in this Agreement; (b) waive any rights of Landlord under the Lease, including Landlord's recapture rights, except as expressly set forth in this Agreement; (c) enlarge or increase the obligations of Landlord under the Lease, except as expressly set forth in this Agreement, if at all; (d) enlarge or increase Assignee's rights and benefits in excess of the rights and benefits applicable to the "Tenant" under the Lease, except as expressly set forth in this Agreement; or (e) be a consent by Landlord to any further assignment, sublease, pledge or other transfer of the Lease, sublet the Premises or any portion thereofthereof to, or to permit occupancy of any rights portion of the Premises by, any Affiliate (as hereinafter defined). The term Affiliate shall mean any corporation or interests thereinother entity controlled by, by Assignee 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 to of the extent 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 thereto is required pursuant to such assignment or sublease, it shall notify Landlord in writing of (i) the terms name and address of the Leaseproposed 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 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 be subleased or assigned as of the commencement date stated in the proposed sublease or assignment. If Landlord shall not exercise its option within the time set forth above, as amended hereby). Notwithstanding the foregoing, Landlord may Landlord's consent to subsequent sublettings and assignments of the Lease without notifying Assignor any proposed assignment or anyone else liable under the Lease and without obtaining their consent and such action sublease shall not relieve such persons from liabilitybe unreasonably withheld, but shall not under any circumstances increase the obligations conditioned or liabilities of Assignor under the Leasedelayed.

Landlord’s Consent. Subject Tenant’s request for consent under Section 13.01 shall set forth the details of the proposed sublease, assignment or transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transaction (e.g., the term of and the rent and security deposit payable under any proposed assignment or sublease), and any other information Landlord deems relevant. Landlord shall have the right to withhold consent, reasonably exercised, or to grant consent, based on the terms and conditions of this Agreement, Landlord following factors: (i) consents to the assignment and assumption business of the interest proposed assignee or subtenant and the proposed use of Tenant under the Lease, as contemplated by this Agreement and Premises; (ii) waives the net worth and financial condition of the proposed assignee or subtenant; (iii) Tenant’s compliance with all of its rights obligations under this Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If Tenant shall assign or sublease, the following shall apply: Tenant shall pay to recapture Landlord as Additional Rent fifty percent (50%) of the Premises with respect Proceeds (defined below) on such transaction (such amount being Landlord’s share) as and when received by Tenant, unless Landlord shall give notice to Tenant and the assignment set forth in this Agreementassignee or subtenant that Landlord’s Share shall be paid by the assignee or subtenant to Landlord directly. Such consent and this Agreement Proceeds shall not be construed to: mean (a) modify, waive, release all rent and all fees and other consideration paid for or otherwise affect any in respect of the termsassignment or sublease, covenants, conditions, provisions or including fees under any collateral agreements of the Lease, except as expressly set forth in this Agreement; less (b) waive any rights the rent and other sums payable under this Lease (in the case of Landlord under the Lease, including Landlord's recapture rights, except as expressly set forth in this Agreement; (c) enlarge or increase the obligations a sublease of Landlord under the Lease, except as expressly set forth in this Agreement, if at all; (d) enlarge or increase Assignee's rights and benefits in excess less than all of the rights and benefits applicable Premises, allocable to the "subleased premises) and all costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for reasonable real estate broker’s commissions and reasonable costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant shall be entitled to recover such reasonable costs and expenses before Tenant shall be obligated to pay Landlord’s Share to Landlord. Tenant shall provide Landlord a written statement certifying all amounts to be paid from any assignment or sublease of the Premises within thirty (30) days after the transaction shall be signed and from time to time thereafter on Landlord’s request, and Landlord may inspect Tenant" under ’s books and records to verify the Leaseaccuracy of such statement. On written request, except as expressly set forth in this Agreement; or (e) Tenant shall promptly furnish to Landlord copies of all the transaction documentation, all of which shall be a consent certified by Tenant to be complete, true and correct. Tenant shall promptly reimburse Landlord for all legal costs and expenses incurred by Landlord to any further assignment, sublease, pledge in connection with a request for a sublease or other transfer assignment of the Lease, the Premises or any portion thereof, or any rights or interests therein, by Assignee (all to the extent Landlord's consent thereto is required pursuant to the terms of the Lease, as amended hereby). Notwithstanding the foregoing, Landlord may consent to subsequent sublettings and assignments of the Lease without notifying Assignor or anyone else liable under the Lease and without obtaining their consent and such action shall not relieve such persons from liability, but shall not under any circumstances increase the obligations or liabilities of Assignor under the this Lease.

Landlord’s Consent. Subject to the terms Tenant shall advise Landlord, by written notice ("Tenant Notice"), of its intention from, on and conditions of this Agreement, Landlord after a stated date (i) consents to the assignment and assumption of the interest of Tenant under the Lease, as contemplated by this Agreement and (ii) waives its rights to recapture the Premises with respect to the assignment set forth in this Agreement. Such consent and this Agreement which shall not be construed toless than sixty (60) days after the date of Tenant's notice) to assign this Lease or to sublet any part or all of the Premises for any part of the Term. Tenant's notice shall state the name and address of the proposed subtenant or assignee, and a true and complete copy of the proposed sublease or assignment and sufficient information to permit Landlord to determine the financial responsibility and character of the proposed subtenant or assignee shall be delivered to Landlord with said notice. 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 withheld its consent unreasonably to a sublease of part or all of the Premises or an assignment of this Lease if its consent is withheld because: (a) modify, waive, release or otherwise affect any of the terms, covenants, conditions, provisions or agreements of the Lease, except as expressly set forth Tenant is then in this AgreementDefault hereunder; (b) waive any rights notice of Landlord termination of this Lease or termination of Tenant's possession is given under the Lease, including Landlord's recapture rights, except as expressly set forth in this AgreementArticle 17; (c) enlarge the portion of the Premises which Tenant proposes to sublease, including the means of ingress thereto and egress therefrom and the proposed use thereof, and the remaining portion of the Premises will violate any city, state or increase the obligations of Landlord under the Leasefederal law, except as expressly set forth in this Agreementordinance or regulation, if at allincluding, without limitation, any applicable building code or zoning ordinances; (d) enlarge or increase Assignee's rights and benefits in excess the proposed use of the rights and benefits applicable to Premises by the "Tenant" under subtenant or assignee does not conform with the Lease, except as expressly set forth in this Agreementuse permitted by Article 5; or (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 a consent by Landlord deleterious to any further assignment, sublease, pledge or other transfer the reputation of the LeaseBuilding, or the subtenant or assignee is not sufficiently financially responsible to perform its obligations under the proposed sublease or assignment; (f) the sublessee's or assignee's business is likely to cause greater wear and tear to the Premises than occasioned by Tenant's use or (g) the proposed subtenant or assignee is a government or a government agency; 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 portion thereofpermitted reasons for reasonably withholding consent, whether similar to or any rights or interests therein, by Assignee (all dissimilar from to the extent Landlord's consent thereto is required pursuant to the terms foregoing examples. Landlord shall either approve or disapprove a proposed assignment or sublease within thirty (30) days after receipt of the Lease, as amended hereby). Notwithstanding information and documents described in the foregoing, Landlord may consent to subsequent sublettings and assignments second sentence of the Lease without notifying Assignor or anyone else liable under the Lease and without obtaining their consent and such action shall not relieve such persons from liability, but shall not under any circumstances increase the obligations or liabilities of Assignor under the Leasethis Section 13.04.

Landlord’s Consent. Landlord shall not unreasonably withhold its consent to any proposed Transfer of the Subject Space to the Transferee on the terms specified in the Transfer Notice and conditions of this Agreementshall grant or withhold such consent within thirty (30) days following the date upon which Landlord receives a “complete” Transfer Notice from Tenant (i.e., Landlord (i) consents to the assignment a Transfer Notice that includes all documents and assumption of the interest of Tenant under the Lease, as contemplated by this Agreement and (ii) waives its rights to recapture the Premises with respect to the assignment set forth in this Agreement. Such consent and this Agreement shall not be construed to: (a) modify, waive, release or otherwise affect any of the terms, covenants, conditions, provisions or agreements of the Lease, except as expressly set forth in this Agreement; (b) waive any rights of Landlord under the Lease, including Landlord's recapture rights, except as expressly set forth in this Agreement; (c) enlarge or increase the obligations of Landlord under the Lease, except as expressly set forth in this Agreement, if at all; (d) enlarge or increase Assignee's rights and benefits in excess of the rights and benefits applicable to the "Tenant" under the Lease, except as expressly set forth in this Agreement; or (e) be a consent by Landlord to any further assignment, sublease, pledge or other transfer of the Lease, the Premises or any portion thereof, or any rights or interests therein, by Assignee (all to the extent Landlord's consent thereto is information required pursuant to Section 14.1 of this Lease, above). If Landlord fails to timely deliver to Tenant notice of Landlord’s consent, or the terms withholding of consent, to a proposed Transfer, Tenant may send a second (2nd) notice to Landlord, which notice must contain the following inscription, in bold faced lettering: “SECOND NOTICE DELIVERED PURSUANT TO ARTICLE 14 OF LEASE. FAILURE TO TIMELY RESPOND WITHIN TWO (2) BUSINESS DAYS SHALL RESULT IN DEEMED APPROVAL OF ASSIGNMENT OR SUBLEASE.” If Landlord fails to deliver notice of Landlord’s consent to, or the withholding of Landlord’s consent, to the proposed assignment or sublease within such 2-day period, Landlord shall be deemed to have granted its consent to the proposed Transfer. If Landlord at any time timely delivers notice to Tenant or Landlord’s withholding of consent to a proposed assignment or sublease, Landlord shall specify in reasonable detail in such notice, the basis for such withholding of consent. 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 Lease, as amended hereby). Notwithstanding the foregoing, Landlord may consent to subsequent sublettings and assignments of the Lease without notifying Assignor or anyone else liable under the Lease and without obtaining their consent and such action shall not relieve such persons from liability, but shall not under any circumstances increase the obligations or liabilities of Assignor under the Lease.following apply:

Landlord’s Consent. Subject 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 may withhold its consent to any proposed Sublease or Assignment, if Landlord withholds its consent where either (i) 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 Landlord (e.g. there does not exist reasonable evidence that sublessee or assignee 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 shall be presumptively reasonable. If Landlord consents to the Sublease or Assignment, Tenant may thereafter enter into a valid Sublease or Assignment upon the terms and conditions of this Agreement, Landlord (i) consents to the assignment and assumption of the interest of Tenant under the Lease, as contemplated by this Agreement and (ii) waives its rights to recapture the Premises with respect to the assignment set forth in this AgreementSection 10. Such consent and In no event shall any Assignment or Sublease release Tenant from its obligations under this Agreement shall not be construed to: (a) modify, waive, release or otherwise affect any of the terms, covenants, conditions, provisions or agreements of the Lease, except as expressly set forth in this Agreement; (b) waive any rights of Landlord under the Lease, including Landlord's recapture rights, except as expressly set forth in this Agreement; (c) enlarge or increase the obligations of Landlord under the Lease, except as expressly set forth in this Agreement, if at all; (d) enlarge or increase Assignee's rights and benefits in excess of the rights and benefits applicable to the "Tenant" under the Lease, except as expressly set forth in this Agreement; or (e) be a consent by Landlord to any further assignment, sublease, pledge or other transfer of the Lease, the Premises or any portion thereof, or any rights or interests therein, by Assignee (all to the extent Landlord's consent thereto is required pursuant to the terms of the Lease, as amended hereby). Notwithstanding the foregoing, Landlord may consent to subsequent sublettings and assignments of the Lease without notifying Assignor or anyone else liable under the Lease and without obtaining their consent and such action shall not relieve such persons from liability, but shall not under any circumstances increase the obligations or liabilities of Assignor under the Lease.

Landlord’s Consent. Subject In the event Landlord consents to any assignment or subletting, such consent shall not constitute a waiver of any of the terms and conditions restrictions of this AgreementArticle XIV and the same shall apply to each successive assignment or subletting hereunder, if any, in no event shall Landlord's consent to an assignment or subletting affect the continuing primary liability of Tenant (which, following assignment, shall be joint and several with the assignee), or relieve Tenant of any of its obligations hereunder without an express written release being given by Landlord. In the even that Landlord (i) consents shall consent to an assignment or subletting under this Article XIV, such assignment or subletting shall not be effective until the assignment and assumption assignee or sublessee shall assume all of the interest obligations of this Lease on the part of Tenant under to be performed or observed and whereby the Leaseassignee or sublessee shall agree that the provisions contained in this Lease shall, as contemplated by this Agreement and (ii) waives its rights notwithstanding such assignment or subletting, continue to recapture the Premises be binding upon it with respect to the assignment set forth in this Agreementall future assignments and sublettings. Such consent assignment or sublease agreement shall be duly executed and this Agreement a fully executed copy thereof shall be delivered to Landlord, and Landlord may collect Monthly Rent and Additional Rent due hereunder directly from the assignee or sublessee. Collection of Monthly Rent and Additional Rent directly from as assignee or sublessee shall not be construed to: (a) modify, waive, release constitute a consent or otherwise affect any a waiver of the terms, covenants, conditions, provisions or agreements necessity of the Lease, except as expressly set forth in this Agreement; (b) waive any rights of Landlord under the Lease, including Landlord's recapture rights, except as expressly set forth in this Agreement; (c) enlarge or increase the obligations of Landlord under the Lease, except as expressly set forth in this Agreement, if at all; (d) enlarge or increase Assignee's rights and benefits in excess of the rights and benefits applicable to the "Tenant" under the Lease, except as expressly set forth in this Agreement; or (e) be a consent by Landlord to any further assignment, sublease, pledge or other transfer of the Lease, the Premises or any portion thereof, or any rights or interests therein, by Assignee (all to the extent Landlord's consent thereto is required pursuant to the terms of the Lease, as amended hereby). Notwithstanding the foregoing, Landlord may consent to subsequent sublettings and assignments such assignment or subletting, nor shall such collection constitute a recognition of such assignee or sublessee as the Lease without notifying Assignor Tenant hereunder or anyone else liable under a release of Tenant from the Lease and without obtaining their consent and such action shall not relieve such persons from liability, but shall not under any circumstances increase the performance of all of its obligations or liabilities of Assignor under the Leasehereunder.

Landlord’s Consent. Subject Landlord’s and Tenant’s agreement with regard to the terms and conditions Tenant’s right to transfer all or part of this Agreement, Landlord (i) consents to the assignment and assumption of the its interest of Tenant under the Lease, as contemplated by this Agreement and (ii) waives its rights to recapture in the Premises with respect to the assignment set forth in this Agreement. Such consent and this Agreement shall not be construed to: (a) modify, waive, release or otherwise affect any of the terms, covenants, conditions, provisions or agreements of the Lease, except is as expressly set forth in this AgreementParagraph 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 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 withhold its consent to an assignment or sublease, it shall be 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 increased probability of the comfort and/or safety of Landlord and other tenants in the Building being compromised or reduced, (ii) the space will be used for a 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); (biii) waive the proposed assignee or subtenant (or any rights person which directly or indirectly controls, is controlled by, or is under common control with the proposed assignee or subtenant) is a current tenant of the Building or 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 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 under has had adverse dealings within the Lease, including Landlord's recapture rights, except as expressly set forth in this Agreementlast sixty (60) months; (cvii) enlarge the assignment or increase the obligations of Landlord under the Lease, except as expressly set forth in this Agreement, if at all; (d) enlarge or increase Assignee's rights and benefits in excess subletting may conflict with any exclusive uses granted to other tenants of the rights and benefits applicable to the "Tenant" under the Lease, except as expressly set forth in this Agreement; or (e) be a consent by Landlord to any further assignment, sublease, pledge or other transfer of the Lease, the Premises or any portion thereofProject, or any rights or interests therein, by Assignee (all to the extent Landlord's consent thereto is required pursuant to 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 this Lease, ; (ix) Landlord determines in its reasonable discretion that the 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 amended hereby). Notwithstanding the foregoing, Landlord may consent to subsequent sublettings and assignments of the date Tenant requests Landlord’s consent or as of the date Landlord responds thereto, a breach or default by Tenant under this Lease without notifying Assignor or anyone else liable under shall’ have occurred and be continuing. Landlord’s foregoing rights and options shall continue throughout the Lease and without obtaining their consent and such action shall not relieve such persons from liability, but shall not under any circumstances increase the obligations or liabilities entire term of Assignor under the this Lease.

Landlord’s Consent. Subject Landlord shall not unreasonably withhold, condition or delay its consent to any proposed assignment or subletting by Tenant on the terms and conditions specified in Tenant’s notice referred to above. Landlord shall reasonably approve or disapprove any assignment or subletting proposed by Tenant for which Landlord’s approval is required hereunder within ten (10) business days following Landlord’s receipt of this Agreement, Landlord (i) consents to the Tenant’s notice of proposed assignment or subletting and assumption receipt of the interest information referred to in Paragraph 24.2(a) above. Without otherwise limiting the criteria upon which Landlord may withhold its consent to any proposed assignment or sublease, if Landlord withholds its consent where Tenant is in default, beyond applicable notice and cure periods, at the time of Tenant the giving of Tenant’s notice or on the effective date of any assignment or sublease, or where the net worth of the proposed assignee (according to generally accepted accounting principles) is not, in Landlord’s reasonable business judgment, sufficient to permit the proposed assignee to perform Tenant’s remaining obligations under the this Lease, as contemplated such withholding of consent shall be presumptively reasonable. Fifty percent (50%) of any and all rent paid by this Agreement and (ii) waives its rights to recapture the Premises with respect to the assignment set forth in this Agreement. Such consent and this Agreement shall not be construed to: (a) modify, waive, release an assignee or otherwise affect any of the terms, covenants, conditions, provisions or agreements of the Lease, except as expressly set forth in this Agreement; (b) waive any rights of Landlord under the Lease, including Landlord's recapture rights, except as expressly set forth in this Agreement; (c) enlarge or increase the obligations of Landlord under the Lease, except as expressly set forth in this Agreement, if at all; (d) enlarge or increase Assignee's rights and benefits subtenant in excess of the rights Rentals to be paid under this Lease (prorated in the event of a sublease of less than the entire Premises), after Tenant’s deduction therefrom, on an amortized basis over the balance of the Term of this Lease (until fully amortized) of (i) tenant improvement costs paid by Tenant in order to obtain the Lease assignment or subletting in question, (ii) all reasonable brokerage commissions paid by Tenant to third parties not affiliated with Tenant in order to obtain the Lease assignment or subletting in question, and benefits applicable (iii) all reasonable attorneys’ fees incurred by Tenant in connection with obtaining the Lease assignment or subletting in question shall be paid directly to Landlord, as Additional Rent, at the "Tenant" under the Lease, except as expressly set forth time and place specified in this Agreement; Lease. For the purposes of this Paragraph 24, the term “rent” shall include any consideration of any kind received, or to be received, by Tenant from an assignee or subtenant, if such sums are related to Tenant’s interest in this Lease or in the Premises, including, but not limited to key money, bonus money, and payments (ein excess of the fair market value thereof) be a consent by Landlord to for Tenant’s assets, fixtures, trade fixtures, inventory, accounts, goodwill, equipment, furniture, general intangibles, and any further assignment, sublease, pledge capital stock or other transfer equity ownership interest of the Lease, the Premises Tenant. Any assignment or any portion thereof, or any rights or interests therein, by Assignee subletting without Landlord’s consent (all to the extent where Landlord's ’s consent thereto is was required pursuant to under the terms of this Paragraph 24) shall be voidable at Landlord’s option, and shall constitute a default by Tenant, subject to applicable notice and cure periods. Landlord’s consent to any one assignment or sublease shall not constitute a waiver of the provisions of this Paragraph 24 as to any subsequent assignment or sublease nor a consent to any subsequent assignment or sublease; further, Landlord’s consent to an assignment or sublease shall not release Tenant from Tenant’s obligations under this Lease, as amended hereby). Notwithstanding and Tenant shall remain jointly and severally liable with the foregoing, Landlord may consent to subsequent sublettings and assignments of the Lease without notifying Assignor assignee or anyone else liable under the Lease and without obtaining their consent and such action shall not relieve such persons from liability, but shall not under any circumstances increase the obligations or liabilities of Assignor under the Leasesubtenant.

Landlord’s Consent. Subject Landlord's and Tenant's agreement with regard to the terms and conditions Tenant's right to transfer all or part of this Agreement, Landlord (i) consents to the assignment and assumption of the its interest of Tenant under the Lease, as contemplated by this Agreement and (ii) waives its rights to recapture in the Premises with respect to the assignment set forth in this Agreement. Such consent and this Agreement shall not be construed to: (a) modify, waive, release or otherwise affect any of the terms, covenants, conditions, provisions or agreements of the Lease, except is as expressly set forth in this AgreementParagraph 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"). Except where Landlord's 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 an assignment or sublease, it shall be 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 increased probability of the comfort and/or safety of Landlord and other tenants in the Building being compromised or reduced, (ii) the space will be used for a 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); (biii) waive any rights the proposed assignee or subtenant is a current tenant of the Building, or is a prospective tenant of the Building with whom Landlord under has entered into a letter of intent (or similar document) or exchanged an offer and counteroffer, and Landlord has or will have available space in the LeaseBuilding that is comparable to the Premises or the portion thereof subject to such subletting, including Landlordas applicable, or that otherwise meets such tenant's recapture rights, except as expressly set forth in this Agreementor prospective tenant's needs; (civ) enlarge Landlord reasonably disapproves of the proposed assignee or increase the obligations of Landlord under the Lease, except as expressly set forth in this Agreement, if at allsubtenant's reputation or creditworthiness; (dv) enlarge or increase Assignee's rights and benefits in excess Landlord reasonably determines that the character of the rights and benefits applicable 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 assignment or subletting may conflict with any exclusive uses granted to other tenants of the "Tenant" 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 the this Lease, except as expressly set forth in this Agreement; or (eviii) Landlord reasonably determines that there is a material risk that the proposed assignee may be a consent by Landlord unable to any further assignment, 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, pledge or other transfer of the Lease, the Premises or any portion thereof, or any rights or interests therein, by Assignee (all to the extent . Landlord's consent thereto is required pursuant to foregoing rights and options shall continue throughout the terms entire term of the Lease, as amended hereby). Notwithstanding the foregoing, Landlord may consent to subsequent sublettings and assignments of the Lease without notifying Assignor or anyone else liable under the Lease and without obtaining their consent and such action shall not relieve such persons from liability, but shall not under any circumstances increase the obligations or liabilities of Assignor under the this Lease.

Landlord’s Consent. Subject Tenant’s request for consent under Section 13.01 shall set forth the details of the proposed sublease, assignment or transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transaction (e.g., the term of and the rent and security deposit payable under any proposed assignment or sublease), and any other information Landlord deems relevant. Landlord shall have the right to withhold consent, reasonably exercised, or to grant consent, based on the terms and conditions of this Agreement, Landlord following factors: (i) consents to the assignment and assumption business of the interest proposed assignee or subtenant and the proposed use of Tenant under the Lease, as contemplated by this Agreement and Premises; (ii) waives the net worth and financial condition of the proposed assignee or subtenant; (iii) Tenant’s compliance with all of its rights obligations under this Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If Tenant shall assign or sublease, other than pursuant to recapture a Permitted Transfer, the Premises with respect following shall apply: Tenant shall pay to Landlord as Additional Rent fifty percent (50%) of the assignment set forth in this AgreementProceeds (defined below) on such transaction (such amount being Landlord’s Share) as and when received by Tenant, unless Landlord shall give notice to Tenant and the assignee or subtenant that Landlord’s Share shall be paid by the assignee or subtenant to Landlord directly. Such consent and this Agreement Proceeds shall not be construed to: mean (a) modify, waive, release all rent and all fees and other consideration paid for or otherwise affect any in respect of the termsassignment or sublease, covenants, conditions, provisions or including fees under any collateral agreements of the Lease, except as expressly set forth in this Agreement; less (b) waive any rights the rent and other sums payable under this Lease (in the case of Landlord under the Lease, including Landlord's recapture rights, except as expressly set forth in this Agreement; (c) enlarge or increase the obligations a sublease of Landlord under the Lease, except as expressly set forth in this Agreement, if at all; (d) enlarge or increase Assignee's rights and benefits in excess less than all of the rights and benefits applicable Premises, allocable to the "subleased premises) and all costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for reasonable real estate broker’s commissions and reasonable costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant shall be entitled to recover such reasonable costs and expenses before Tenant shall be obligated to pay Landlord’s Share to Landlord. Tenant shall provide Landlord a written statement certifying all amounts to be paid from any assignment or sublease of the Premises within thirty (30) days after the transaction shall be signed and from time to time thereafter on Landlord’s request, and Landlord may inspect Tenant" under ’s books and records to verify the Leaseaccuracy of such statement. On written request, except as expressly set forth in this Agreement; or (e) Tenant shall promptly furnish to Landlord copies of all the transaction documentation, all of which shall be a consent certified by Tenant to be complete, true and correct. Tenant shall promptly reimburse Landlord for all legal costs and expenses incurred by Landlord to any further assignment, sublease, pledge in connection with a request for a sublease or other transfer assignment of the Lease, the Premises or any portion thereof, or any rights or interests therein, by Assignee (all to the extent Landlord's consent thereto is required pursuant to the terms of the Lease, as amended hereby). Notwithstanding the foregoing, Landlord may consent to subsequent sublettings and assignments of the Lease without notifying Assignor or anyone else liable under the Lease and without obtaining their consent and such action shall not relieve such persons from liability, but shall not under any circumstances increase the obligations or liabilities of Assignor under the this Lease.

Landlord’s Consent. Subject to the terms Landlord and conditions of this Agreement, Landlord (i) consents to the assignment and assumption of the interest of Tenant under the Lease, as contemplated by this Agreement and (ii) waives its rights to recapture the Premises shall perform their respective obligations with respect to design and construction of any initial improvements to be constructed and installed in the assignment set forth Premises (the “Tenant Improvements”), as provided in this 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. Such consent and this Agreement , Tenant shall not be construed to: (a) modifymake any alterations, waive, release improvements or otherwise affect any of changes to the terms, covenants, conditions, provisions or agreements of the Lease, except as expressly set forth in this Agreement; (b) waive any rights of Landlord under the LeasePremises, including installation of any security system or telephone or data communication wiring (“Alterations”), without Landlord's recapture rights, except as expressly set forth in this Agreement; (c) enlarge or increase the obligations of Landlord under the Lease, except as expressly set forth in this Agreement, if at all; (d) enlarge or increase Assignee's rights and benefits in excess of the rights and benefits applicable to the "Tenant" under the Lease, except as expressly set forth in this Agreement; or (e) be a consent by Landlord to any further assignment, sublease, pledge or other transfer of the Lease, the Premises or any portion thereof, or any rights or interests therein, by Assignee (all to the extent Landlord's consent thereto is required pursuant to the terms of the Lease, as amended hereby)’s prior written consent. Notwithstanding the foregoing, Landlord may Tenant shall not be required to obtain Landlord’s prior consent to subsequent sublettings and assignments for minor, non-structural Alterations that (a) do not affect any of the Lease without notifying Assignor Building Systems or anyone else liable under Base Building (as defined below), (b) are not visible from the Lease 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 without obtaining their (f) cost less than Ten Thousand Dollars ($10,000) (minor, non-structural Alterations that satisfy all of the 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 and such action by Landlord shall not relieve such persons from liabilitybe deemed or construed to be a representation or warranty by Landlord as to the adequacy, but shall not under any circumstances increase the obligations sufficiency, fitness or liabilities of Assignor under the Leasesuitability thereof or compliance thereof with applicable Laws or other requirements.

Landlord’s Consent. Subject (a) Xxxxxx's request for consent to any such sublease, assignment or other transfer shall set forth in writing the terms details of the proposed sublease, assignment or other transfer, including the name, business and conditions financial condition of this Agreementthe 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 reimburse Landlord for all expenses, including reasonable attorneys' fees in accordance with Section 12.02 below, incurred in connection with any proposed assignment or subletting hereunder. Landlord and Tenant hereby agree that, in determining whether to grant or withhold consent to such proposed sublease, assignment or other transfer, Landlord may consider, without limitation, the following factors, which Landlord and Tenant acknowledge and agree are reasonable: (i) consents to the assignment and assumption business of the interest proposed assignee, sublessee or transferee and the proposed use of Tenant under the Lease, as contemplated by this Agreement and Property; (ii) waives the financial strength and the business reputation of the proposed assignee, sublessee or transferee; (iii) 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 rights to recapture the Premises with respect obligations under this Lease. Notwithstanding any provisions of this Lease, or any present or future statute, law, rule or ordinance, to the assignment set forth in this Agreement. Such contrary, Landlord and Tenant hereby expressly agree that if a court of competent jurisdiction determines that Landlord unreasonably withheld consent and this Agreement shall not be construed to: (a) modify, waive, release or otherwise affect any of the terms, covenants, conditions, provisions or agreements of the Lease, except as expressly set forth in this Agreement; (b) waive any rights of Landlord under the Lease, including Landlord's recapture rights, except as expressly set forth in this Agreement; (c) enlarge or increase the obligations of Landlord under the Lease, except as expressly set forth in this Agreement, if at all; (d) enlarge or increase Assignee's rights and benefits in excess of the rights and benefits applicable to the "Tenant" under the Lease, except as expressly set forth in this Agreement; or (e) be a consent by Landlord to any further assignment, proposed sublease, pledge 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 of the Leasedate of such court determination, and Tenant hereby expressly waives the Premises or right to recover any portion thereof, or any rights or interests therein, by Assignee (all monetary damages of whatever kind for such breach except to the extent Landlord's consent thereto is required pursuant to the terms provided in Section 12.01 of the Lease, as amended hereby). Notwithstanding the foregoing, Landlord may consent to subsequent sublettings and assignments of the Lease without notifying Assignor or anyone else liable under the Lease and without obtaining their consent and such action shall not relieve such persons from liability, but shall not under any circumstances increase the obligations or liabilities of Assignor under the this Lease.

Landlord’s Consent. Subject If Landlord consents to any assignment or subletting, such consent shall not constitute a waiver of any of the terms and conditions restrictions of this AgreementArticle XIV and the same shall apply to each successive assignment or subletting hereunder, if any. In no event shall an assignment or subletting affect the continuing primary liability of Tenant (which, following an assignment, shall be joint and several with the assignee), or relieve Tenant of any of its obligations hereunder without an express written release being given by Landlord. If Landlord (i) consents to an assignment or subletting under this Article XIV, such assignment or subletting shall not be effective until the assignment and assumption assignee or sublessee shall assume in a writing delivered to Landlord all of the interest obligations of this Lease on the part of Tenant under to be performed or observed and whereby the Leaseassignee or sublessee shall agree that the provisions contained in this Lease shall, as contemplated by this Agreement and (ii) waives its rights notwithstanding such assignment or subletting, continue to recapture the Premises be binding upon it with respect to all future assignments and sublettings, and Tenant and the applicable assignee or sublessee have entered into Landlord’s standard consent to sublease agreement or consent to assignment set forth in this Agreementagreement, as the case may be. Such assignment or sublease agreement and consent agreement shall be duly executed and this Agreement a fully executed copy thereof shall be delivered to Landlord, and Landlord may collect Monthly Rent and Additional Rent due hereunder directly from the assignee or sublessee. Collection of Monthly Rent and Additional Rent directly from an assignee or sublessee shall not be construed to: (a) modify, waive, release constitute a consent or otherwise affect any a waiver of the terms, covenants, conditions, provisions or agreements necessity of the Lease, except as expressly set forth in this Agreement; (b) waive any rights of Landlord under the Lease, including Landlord's recapture rights, except as expressly set forth in this Agreement; (c) enlarge or increase the obligations of Landlord under the Lease, except as expressly set forth in this Agreement, if at all; (d) enlarge or increase Assignee's rights and benefits in excess of the rights and benefits applicable to the "Tenant" under the Lease, except as expressly set forth in this Agreement; or (e) be a consent by Landlord to any further assignment, sublease, pledge or other transfer of the Lease, the Premises or any portion thereof, or any rights or interests therein, by Assignee (all to the extent Landlord's consent thereto is required pursuant to the terms of the Lease, as amended hereby). Notwithstanding the foregoing, Landlord may consent to subsequent sublettings and assignments such assignment or subletting, nor shall such collection constitute a recognition of such assignee or sublessee as the Lease without notifying Assignor Tenant hereunder or anyone else liable under a release of Tenant from the Lease and without obtaining their consent and such action shall not relieve such persons from liability, but shall not under any circumstances increase the performance of all of its obligations or liabilities of Assignor under the Leasehereunder.

Landlord’s Consent. Subject Landlord’s and Tenant’s agreement with regard to the terms and conditions Tenant’s right to transfer all or part of this Agreement, Landlord (i) consents to the assignment and assumption of the its interest of Tenant under the Lease, as contemplated by this Agreement and (ii) waives its rights to recapture in the Premises with respect to the assignment set forth in this Agreement. Such consent and this Agreement shall not be construed to: (a) modify, waive, release or otherwise affect any of the terms, covenants, conditions, provisions or agreements of the Lease, except is as expressly set forth in this Agreement; (b) waive any rights of Landlord under the Lease, including Landlord's recapture rightsParagraph 13. Tenant agrees that, except as expressly set forth in upon Landlord’s prior written consent, which consent shall not (subject to Landlord’s rights under Paragraph 13.d. below) be unreasonably withheld or delayed, neither this Agreement; (c) enlarge Lease nor all or increase the obligations of Landlord under the Lease, except as expressly set forth in this Agreement, if at all; (d) enlarge or increase Assignee's rights and benefits in excess any part of the rights leasehold interest created hereby shall, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, be as signed, mortgaged, pledged, encumbered or otherwise transferred by Tenant or Tenant’s legal representatives or successors in interest (collectively, an “assignment”) and benefits applicable to the "Tenant" under the Lease, except as expressly set forth in this Agreement; or (e) be a consent by Landlord to any further assignment, sublease, pledge or other transfer of the Lease, neither the Premises or any portion thereofpart 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 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 withhold its consent to an assignment or sublease, it shal1 be reasonable for Landlord to withhold its consent where: (i) the proposed assignee or subtenant is a prospective tenant of the Office Park with whom Landlord, within the immediately prior four (4) months, has had written correspondence (such as the issuance of a letter of intent or written proposal of lease terms or the receipt by Landlord of a request for proposal) regarding the leasing of space in the Office Park and Landlord has adequate space in the Office Park to meet such prospective tenant’s space requirements, or the proposed assignee or subtenant is a current tenant of the Office Park and Landlord has adequate available space to meet that tenant’s expansion requirement; (ii) Landlord reasonably disapproves of the proposed assignee’s or subtenant’s reputation or creditworthiness, (iii) 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; (iv) the proposed assignee or subtenant is an entity or the affiliate of an entity to whom Landlord or any rights affiliate of Landlord has previously leased space (or interests thereinis an entity or an affiliate of an entity that has been a subtenant in a Building owned by Landlord or an affiliate of Landlord) and such entity (or related entity) has been in default (beyond any applicable notice and/or grace period) of any of its obligations under the applicable lease or sublease or has been a party to litigation or other 1egal action involving Landlord (or related entity); (v) the assignment or subletting may (in Landlord’s good faith judgment) conflict with any exclusive uses granted to other tenants of the Real Property o the Office Park, by Assignee (all to the extent Landlord's consent thereto is required pursuant to or with the terms of any easement, covenant, condition or restriction, or other agreement affecting the Lease, as amended hereby). Notwithstanding Real Property or the foregoing, Landlord may consent to subsequent sublettings and assignments Office Park; (vi) the assignment or subletting would result in a violation of the use provisions set forth in Paragraph 8.a. above; or (vii) Landlord reasonably determines that the proposed assignee may be unable to perform all of Tenant’s obligations under this Lease without notifying Assignor or anyone else liable the proposed subtenant may be unable to perform all of its obligations under the Lease proposed sublease. Landlord’s foregoing rights and without obtaining their consent and such action options shall not relieve such persons from liability, but shall not under any circumstances increase continue throughout the obligations or liabilities entire term of Assignor under the this Lease.

Landlord’s Consent. Subject (a)Tenant's request for consent to any transfer described in Section 9.00 xxxll set forth in writing the terms details of the proposed transfer, including the name, business and conditions financial condition of this Agreementthe prospective transferee, financial details of the proposed transfer (e.g., the term of and the rent and security deposit payable under any proposed assignment or sublease), and any other information Landlord deems relevant. Landlord shall have the right to withhold consent, if reasonable, or to grant consent, based on the following factors; (i) consents the business of the proposed assignee or subtenant and the proposed use of the property; (ii) the net worth and financial reputation of the proposed assignee or subtenant; (iii) Tenant's compliance with all of its obligations under the Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, Tenant may nonetheless sublease (but not assign), all or a portion of the Property to the assignment and assumption proposed transferee, but only on the other terms of the interest proposed transfer. (b) If Tenant assigns or subleases, the following shall apply: (i)Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's share (stated in Section 1.13) of the Profit (defined below) on such transaction as and when received by Tenant, unless Landlord gives written notice to Tenant and the assigxxx xx subtenanx xxxx Xandlord's Share shall be paid by the assignee or subtenant to Landlord directly. The "Profit" means (A) all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly rent in excess of the monthly rent payable under the Lease, as contemplated and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less (B) costs and expenses directly incurred by this Agreement Tenant in connection with the execution and (ii) waives its rights performance of such assignment or sublease for real estate broker's commissions and costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is entitled to recapture recover such costs and expenses before Tenant is obligated to pay the Premises with respect Landlord's share to Landlord. The Profit in the case of a sublease of less than all the Property is the rent allocable to the subleased space as a percentage on a square footage basis. (ii)Tenant shall provide Landlord a written statement certifying all amounts to be paid from any assignment set forth in this Agreementor sublease of the Property within thirty (30) days after the transaction documentation is signed, and Landlord may inspect Tenant's books and records to verify the accuracy of such statement. Such consent On written request, Tenant shall promptly furnish to Landlord copies of all the transaction documentation, all of which shall be certified by Tenant to be complete, true and this Agreement correct. Landlord's receipt of Landlord's Share shall not be construed to: (aa consent to any xxxxxxx assignment or subletting. The breach of Tenant's obligation under this Paragraph 9.05(b) modify, waive, release or otherwise affect any of the terms, covenants, conditions, provisions or agreements shall be a material default of the Lease, except as expressly set forth in this Agreement; (b) waive any rights of Landlord under the Lease, including Landlord's recapture rights, except as expressly set forth in this Agreement; (c) enlarge or increase the obligations of Landlord under the Lease, except as expressly set forth in this Agreement, if at all; (d) enlarge or increase Assignee's rights and benefits in excess of the rights and benefits applicable to the "Tenant" under the Lease, except as expressly set forth in this Agreement; or (e) be a consent by Landlord to any further assignment, sublease, pledge or other transfer of the Lease, the Premises or any portion thereof, or any rights or interests therein, by Assignee (all to the extent Landlord's consent thereto is required pursuant to the terms of the Lease, as amended hereby). Notwithstanding the foregoing, Landlord may consent to subsequent sublettings and assignments of the Lease without notifying Assignor or anyone else liable under the Lease and without obtaining their consent and such action shall not relieve such persons from liability, but shall not under any circumstances increase the obligations or liabilities of Assignor under the LeaseSection 9.06.

Landlord’s Consent. Subject Whenever Landlord’s consent or approval is requested pursuant to the terms and conditions provisions of this AgreementLease, Tenant shall reimburse Landlord for all reasonable out-of-pocket costs and expenses (iincluding, without limitation, reasonable attorneys’, architects’, engineering, accounting and other professional fees and expenses) consents incurred by Landlord in responding to any such request, irrespective of whether or not such consent or approval is granted or denied. Where provision is made in this Lease for Landlord’s consent or approval and Tenant shall request such consent or approval and Landlord shall fail or refuse to give or shall delay in giving such consent or approval, Tenant shall not be entitled to any damages and Tenant hereby Waives any claim based on such failure, refusal or delay; provided, however, in any situation where Landlord is expressly required not to unreasonably withhold, condition or delay such consent or approval, Tenant shall be entitled to bring an action for specific performance or injunction in connection with such failure, refusal or delay as its sole and exclusive remedy at law or in equity. If Landlord shall fail to respond to any request for consent hereunder within thirty (30) days, Tenant may, after the expiration of such 30-day period, give Landlord a second notice requesting such consent and if such second notice shall contain an advisory in at least fourteen (14) point, bold-face type to the assignment effect that failure of Landlord to respond to such second notice within ten (10) business days after Landlord’s receipt thereof shall constitute consent or approval to the matter requested, then if Landlord shall fail to respond within such ten (10) business day period, such consent or approval shall be deemed given. Any dispute as to whether Landlord shall be entitled to withhold, condition or delay its approval pursuant to its express obligations under Sections 11 or 19 hereof (a “Dispute”) may, at either party’s election, be resolved by arbitration administered by the American Arbitration Association (“AAA”) in the City of Denver, Colorado or the closest city in which the AAA maintains an office. Arbitrations hereunder shall be governed by the Federal Xxxxxxxxxxx Xxx, 0 X.X.X. §0 et seq., and assumption of the interest of Tenant administered under the LeaseAAA Commercial Arbitration Rules in effect on the date the Dispute is submitted to arbitration, except that the arbitrator shall be an architect pr engineer experienced in similar design and construction or a broker having experience in leasing similar property, in each case as contemplated appropriate to the matter in dispute, and, in either case, such arbitrators will be professionally licensed to practice in their respective fields by this Agreement and the State of Colorado. If the parties cannot agree on a mutually acceptable single arbitrator from the one or more lists submitted by the AAA, the AAA shall designate a minimum of three (ii3) waives persons, who, in its rights opinion, meet the criteria set forth herein. Each party shall be entitled to recapture the Premises strike one of such designees on a peremptory basis, indicating its order of preference with respect to the assignment set forth in this Agreement. Such consent remaining designees, and this Agreement shall not be construed to: (a) modify, waive, release or otherwise affect any the selection of the termsarbitrator shall be made by the AAA from among such designees not so stricken by either party in accordance with their indicated order of mutual preference. The arbitrator shall base the arbitration award on accepted design and construction industry customs and practices, covenantscustomary leasing guidelines and practices and applicable law and judicial precedent and, conditionsunless both parties agree otherwise, provisions shall include in such award the findings of fact and conclusions of law or agreements industry practice upon which the award is based. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The prevailing party in the arbitration shall be entitled to reasonable attorneys’ fees and expenses incurred in the resolution of the Lease, except as expressly set forth in this Agreement; (b) waive any rights of Landlord under the Lease, including Landlord's recapture rights, except as expressly set forth in this Agreement; (c) enlarge or increase the obligations of Landlord under the Lease, except as expressly set forth in this Agreement, if at all; (d) enlarge or increase Assignee's rights and benefits in excess of the rights and benefits applicable to the "Tenant" under the Lease, except as expressly set forth in this Agreement; or (e) be a consent by Landlord to any further assignment, sublease, pledge or other transfer of the Lease, the Premises or any portion thereof, or any rights or interests therein, by Assignee (all to the extent Landlord's consent thereto is required pursuant to the terms of the Lease, as amended hereby). Notwithstanding the foregoing, Landlord may consent to subsequent sublettings and assignments of the Lease without notifying Assignor or anyone else liable under the Lease and without obtaining their consent and such action shall not relieve such persons from liability, but shall not under any circumstances increase the obligations or liabilities of Assignor under the Leasesaid Dispute.

Landlord’s Consent. Subject Before proceeding with any Alterations, Tenant shall submit to the terms Landlord three copies of detailed drawings and conditions of this Agreementspecifications therefor for Landlord's written consent, Landlord (i) consents to the assignment and assumption of the interest of Tenant under the Lease, as contemplated by this Agreement and (ii) waives its rights to recapture the Premises with respect to the assignment set forth in this Agreement. Such which consent and this Agreement shall not be construed to: unreasonably withheld or delayed. Tenant shall upon demand reimburse Landlord for all reasonable expenses incurred by Landlord in connection with (a) modifyits decision and the decision, waiveif required, release or otherwise affect of any of Superior Lessor and any Superior Mortgagee as to whether to approve the terms, covenants, conditions, provisions or agreements of the Lease, except as expressly set forth in this Agreement; proposed Alterations and (b) waive any rights of Landlord under inspecting the LeaseAlterations to determine whether the same are being or have been performed in accordance with the approved drawings and specifications therefor and with all Legal Requirements and Insurance Requirements, including the reasonable fees and expenses of any attorney, architect and/or engineer employed for such purpose. Any Alterations for which consent has been received shall be performed in accordance with the approved drawings and specifications therefor, and no changes thereto shall be made without the prior consent of Landlord's recapture rights, except as expressly set forth in this Agreement; (c) enlarge which consent shall not be unreasonably withheld or increase the obligations delayed. No approval of Landlord under the Leaseplans or specifications by Landlord, except as expressly set forth in this Agreement, if at all; (d) enlarge or increase Assignee's rights and benefits in excess of the rights and benefits applicable to the "Tenant" under the Lease, except as expressly set forth in this Agreement; or (e) be a consent by Landlord allowing Tenant to any further assignment, sublease, pledge or other transfer of make Alterations in the Lease, the Premises or any portion thereofPremises, or any rights inspection of Alterations made by or interests thereinfor Landlord shall in any way be deemed to be an agreement by Landlord that the contemplated Alterations comply with any Legal Requirements or Insurance Requirements or the certificate of occupancy for the Building, nor shall it be deemed to be a waiver by Assignee (all Landlord of Tenant's obligation to comply with any provision of this Lease. Notice is hereby given that neither Landlord, Landlord's agents, any Superior Lessor nor any Superior Mortgagee shall be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic's or other lien for such labor or materials shall attach to or affect any estate or interest of the Landlord, any Superior Lessor or the Superior Mortgagee in and to the extent Landlord's consent thereto is required pursuant to the terms of the Lease, as amended hereby). Notwithstanding the foregoing, Landlord may consent to subsequent sublettings and assignments of the Lease without notifying Assignor or anyone else liable under the Lease and without obtaining their consent and such action shall not relieve such persons from liability, but shall not under any circumstances increase the obligations or liabilities of Assignor under the LeaseReal Property.

Landlord’s Consent. Subject If Landlord consents to any assignment or subletting, then such consent shall not constitute a waiver of any of the terms and conditions restrictions of this AgreementArticle XIV and the same shall apply to each successive assignment or subletting hereunder, if any. In no event shall an assignment or subletting affect the continuing primary liability of Tenant (which, following an assignment, shall be joint and several with the assignee), or relieve Tenant of any of its obligations hereunder without an express written release being given by Landlord. If Landlord (i) consents shall consent to an assignment or subletting under this Article XIV, then such assignment or subletting shall not be effective until the assignment and assumption assignee or sublessee shall assume in a writing delivered to Landlord all of the interest obligations of this Lease on the part of Tenant under to be performed or observed and whereby the Leaseassignee or sublessee shall agree that the provisions contained in this Lease shall, as contemplated by this Agreement and (ii) waives its rights notwithstanding such assignment or subletting, continue to recapture the Premises be binding upon it with respect to all future assignments and sublettings, and Xxxxxx and the applicable assignee or sublessee have entered into Landlord’s standard consent to sublease agreement or consent to assignment set forth in this Agreementagreement, as the case may be. Such assignment or sublease agreement and consent agreement shall be duly executed and this Agreement a fully executed copy thereof shall be delivered to Landlord, and Landlord may collect Monthly Rent and Additional Rent due hereunder directly from the assignee or sublessee. Collection of Monthly Rent and Additional Rent directly from an assignee or sublessee shall not be construed to: (a) modify, waive, release constitute a consent or otherwise affect any a waiver of the terms, covenants, conditions, provisions or agreements necessity of the Lease, except as expressly set forth in this Agreement; (b) waive any rights of Landlord under the Lease, including Landlord's recapture rights, except as expressly set forth in this Agreement; (c) enlarge or increase the obligations of Landlord under the Lease, except as expressly set forth in this Agreement, if at all; (d) enlarge or increase Assignee's rights and benefits in excess of the rights and benefits applicable to the "Tenant" under the Lease, except as expressly set forth in this Agreement; or (e) be a consent by Landlord to any further assignment, sublease, pledge or other transfer of the Lease, the Premises or any portion thereof, or any rights or interests therein, by Assignee (all to the extent Landlord's consent thereto is required pursuant to the terms of the Lease, as amended hereby). Notwithstanding the foregoing, Landlord may consent to subsequent sublettings and assignments such assignment or subletting, nor shall such collection constitute a recognition of such assignee or sublessee as the Lease without notifying Assignor Tenant hereunder or anyone else liable under a release of Tenant from the Lease and without obtaining their consent and such action shall not relieve such persons from liability, but shall not under any circumstances increase the performance of all of its obligations or liabilities of Assignor under the Leasehereunder.

Landlord’s Consent. Subject Landlord hereby consents to the foregoing Assignment and waives any requirement that may exist in the Lease with respect to any prior advance notice of the assignment of the Lease from Assignor to Assignee. Landlord hereby releases Assignor from all liability and obligations of tenant under the Lease to the extent arising from and after the Assignment Effective Date. This Landlord’s Consent shall not be construed as a consent by Landlord to, or as permitting, any other or further assignment by either Assignor or Assignee of the Lease or any interest therein. Landlord hereby acknowledges to Landlord’s actual knowledge that there are no defaults or other outstanding liabilities of Assignor under the Lease. Landlord shall not be deemed to be a party to the Assignment, nor bound by any of the covenants, agreements, terms, provisions or conditions thereof, and neither the execution and the delivery of this Landlord’s Consent nor the receipt by Landlord of a copy of said Assignment shall be deemed to change any provision of this Landlord’s Consent or to be a consent to, or an approval by Landlord of, any covenant, agreement, term, provision or condition contained in said Assignment (other than approval by Landlord of the fact of the Assignment pursuant to the terms and conditions of this Agreement, Landlord (i) consents to the assignment and assumption of the interest of Tenant under the Lease, as contemplated by this Agreement and (ii) waives its rights to recapture the Premises with respect to the assignment set forth in this AgreementLandlord’s Consent). Such consent and this Agreement Nothing herein contained shall not be construed to: (a) to modify, waive, release impair or otherwise affect any of the terms, covenants, conditionsagreements, terms, provisions or agreements conditions contained in the Lease (except as may be herein expressly provided). LANDLORD: SAN FRANCISCO BAY AREA RAPID TRANSIT DISTRICT, a rapid transit district established pursuant to Public Utilities Code section 28500, el seq. By Name Title EXHIBIT A LEGAL DESCRIPTION OF PROPERTY The Real Property located in the City of Pleasanton, County of Alameda, California more particularly described as follows: BEING A PORTION OF THE LANDS DESCRIBED IN THE PARTNERSHIP GRANT DEED TO THE SAN FRANCISCO BAY AREA RAPID TRANSIT DISTRICT, RECORDED APRIL 14, 1987 AS SERIES NO. 87-101735 OF OFFICIAL RECORDS OF ALAMEDA COUNTY, SAID PORTION BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST SOUTHERLY CORNER OF SAID LANDS ON THE NORTHEASTERLY RIGHT OF WAY LINE OF STONERIDGE MALL ROAD (63 FOOT WIDE RIGHT OF WAY) AS SHOWN ON THAT CERTAIN MAP ENTITLED “PARCEL MAP 4184”, FILED MARCH 27, 1985, IN BOOK 152 OF PARCEL MAPS AT PAGE 69, ALAMEDA COUNTY RECORDS, AT A POINT ON A CURVE, CONCAVE, SOUTHWESTERLY, HAVING A RADIUS OF 810.00 FEET, FROM WHICH THE CENTER BEARS SOUTH 41° 33’ 46” WEST; THENCE NORTHWESTERLY ALONG SAID NORTHEASTERLY RIGHT OF WAY LINE AND ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 15° 44’ 52”, AN ARC DISTANCE OF 222.63 FEET; THENCE LEAVING SAID NORTHEASTERLY RIGHT OF WAY LINE NORTH 25° 48’ 54” EAST 35.80 FEET; THENCE NORTH 11° 18’ 10” WEST 331.13 FEET; THENCE SOUTH 78° 41’ 50” WEST 174.11 FEET TO THE WESTERLY LINE OF SAID LANDS (87-101735 O.R.); THENCE NORTHERLY ALONG SAID WESTERLY LINE NORTH 11° 18’ 10” WEST 125.08 FEET TO THE NORTHERLY LINE OF SAID LANDS (87-101735 O.R.); THENCE EASTERLY ALONG SAID NORTHERLY LINE THE FOLLOWING TWO (2) COURSES: 1) NORTH 78° 28’ 44” EAST 482.91 FEET; 2) NORTH 77° 37’ 00” EAST 320.00 FEET TO THE EASTERLY LINE OF SAID LANDS (87-101735 O.R.); THENCE SOUTHERLY ALONG SAID EASTERLY LINE SOUTH 16° 20’ 00” EAST 101.02 FEET; THENCE LEAVING SAID EASTERLY LINE SOUTH 73° 40’ 00” WEST 161.95 FEET; THENCE SOUTH 16° 20’ 00” EAST 79.50 FEET; THENCE NORTH 73° 40’ 00” EAST 161.95 FEET TO SAID EASTERLY LINE; THENCE SOUTHERLY ALONG SAID EASTERLY LINE SOUTH 16° 18’ 57” EAST 14.48 FEET TO THE SOUTHEASTERLY LINE OF SAID LANDS (87-101735 O.R.) AND A POINT ON A CURVE, CONCAVE SOUTHEASTERLY, HAVING A RADIUS OF 360.00 FEET, FROM WHICH THE CENTER BEARS SOUTH 36° 30’ 19” EAST; THENCE SOUTHWESTERLY ALONG SAID SOUTHEASTERLY LINE THE FOLLOWING EIGHT (8) COURSES: 1) ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 23° 19’ 41”, AN ARC DISTANCE OF 146.57 FEET; 2) SOUTH 30° 10’ 00” WEST 123.31 FEET; 3) NORTH 59° 50’ 00” WEST 2.00 FEET; 4) SOUTH 30° 10’ 00” WEST 12.00 FEET; 5) SOUTH 59° 50’ 00” EAST 2.00 FEET; 6) SOUTH 30° 10’ 00” WEST 87.00 FEET; 7) ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF 800.00 FEET THROUGH A CENTRAL ANGLE OF 13° 01’ 24”, AN ARC DISTANCE OF 181.84 FEET; 8) THENCE SOUTH 43° 11’ 24” WEST 137.60 FEET TO THE POINT OF BEGINNING. APN: 941-1201-071-07 (portion) STATE OF CALIFORNIA ) ) COUNTY OF ) On , before me, , a Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the LeaseState of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Notary Public STATE OF CALIFORNIA ) ) COUNTY OF ) On , except as expressly set forth before me, , a Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in this Agreement; (bhis/her/their authorized capacity(ies), and that by his/her/their signature(s) waive any rights on the instrument the person(s), or the entity upon behalf of Landlord which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the Leaselaws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Notary Public STATE OF CALIFORNIA ) ) COUNTY OF ) On , including Landlord's recapture rightsbefore me, except as expressly set forth , a Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in this Agreement; (chis/her/their authorized capacity(ies), and that by his/her/their signature(s) enlarge on the instrument the person(s), or increase the obligations entity upon behalf of Landlord which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the Lease, except as expressly set forth in this Agreement, if at all; (d) enlarge or increase Assignee's rights and benefits in excess laws of the rights State of California that the foregoing paragraph is true and benefits applicable to correct. WITNESS my hand and official seal. Notary Public EXHIBIT B PRELIMINARY SITE PLAN EXHIBIT C LEGAL DESCRIPTION Order Number: NCS-638460-LA2 Page Number: 8 LEGAL DESCRIPTION Real property in the "Tenant" under the LeaseCity of Pleasanton, except County of Alameda, State of California, described as expressly set forth in this Agreementfollows: BEING A PORTION OF THE LANDS DESCRIBED IN THE PARTNERSHIP GRANT DEED TO THE SAN FRANCISCO BAY AREA RAPID TRANSIT DISTRICT, RECORDED APRIL 14, 1987 AS SERIES NO. 87-101735 OF OFFICIAL RECORDS OF ALAMEDA COUNTY, SAID PORTION BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST SOUTHERLY CORNER OF SAID LANDS ON THE NORTHEASTERLY RIGHT OF WAY LINE OF STONERIDGE MALL ROAD (63 FOOT WIDE RIGHT OF WAY) AS SHOWN ON THAT CERTAIN MAP ENTITLED “PARCEL MAP 4184”, FILED MARCH 27, 1985, IN BOOK 152 OF PARCEL MAPS AT PAGE 69, ALAMEDA COUNTY RECORDS, AT A POINT ON A CURVE, CONCAVE, SOUTHWESTERLY, HAVING A RADIUS OF 810.00 FEET, FROM WHICH THE CENTER BEARS SOUTH 41° 33’ 46” WEST; or THENCE NORTHWESTERLY ALONG SAID NORTHEASTERLY RIGHT OF WAY LINE AND ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 15° 44’ 52”, AN ARC DISTANCE OF 222.63 FEET; THENCE LEAVING SAID NORTHEASTERLY RIGHT OF WAY LINE NORTH 25° 48’ 54” EAST 35.80 FEET; THENCE NORTH 11° 18’ 10” WEST 331.13 FEET; THENCE SOUTH 78° 41’ 50” WEST 174.11 FEET TO THE WESTERLY LINE OF SAID LANDS (e87-101735 O.R.); THENCE NORTHERLY ALONG SAID WESTERLY LINE NORTH 11° 18’ 10” WEST 125.08 FEET TO THE NORTHERLY LINE OF SAID LANDS (87-101735 O.R.); THENCE EASTERLY ALONG SAID NORTHERLY LINE THE FOLLOWING TWO (2) be a consent by Landlord to any further assignmentCOURSES: 1) NORTH 78° 28’ 44” EAST 482.91 FEET; 2) NORTH 77° 37’ 00” EAST 320.00 FEET TO THE EASTERLY LINE OF SAID LANDS (87-101735 O.R.); THENCE SOUTHERLY ALONG SAID EASTERLY LINE SOUTH 16° 20’ 00” EAST 101.02 FEET; THENCE LEAVING SAID EASTERLY LINE SOUTH 73° 40’ 00” WEST 161.95 FEET; THENCE SOUTH 16° 20’00” EAST 79.50 FEET; THENCE NORTH 73° 40’ 00” EAST 161.95 FEET TO SAID EASTERLY LINE; THENCE SOUTHERLY ALONG SAID EASTERLY LINE SOUTH 16° 18’ 57” EAST 14.48 FEET TO THE SOUTHEASTERLY LINE OF SAID LANDS (87-101735 O.R.) AND A POINT ON A CURVE, subleaseCONCAVE SOUTHEASTERLY, pledge or other transfer of the LeaseHAVING A RADIUS OF 360.00 FEET, the Premises or any portion thereofFROM WHICH THE CENTER BEARS SOUTH 36° 30’ 19” EAST; THENCE SOUTHWESTERLY ALONG SAID SOUTHEASTERLY LINE THE FOLLOWING EIGHT (8) COURSES: 1) ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 23° 19’ 41”, or any rights or interests thereinAN ARC DISTANCE OF 146.57 FEET; 2) SOUTH 30° 10’ 00” WEST 123.31 FEET; 3) NORTH 59° 50’ 00” WEST 2.00 FEET, by Assignee 4) SOUTH 30° 10’ 00” WEST 12.00 FEET; 5) SOUTH 59° 50’ 00” EAST 2.00 FEET; 6) SOUTH 30° 10’ 00” WEST 87.00 FEET; 7) ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF 800.00 FEET THROUGH A CENTRAL ANGLE OF 13° 01’ 24”, AN ARC DISTANCE OF 181.84 FEET; B) THENCE SOUTH 43° 11’ 24” WEST 137.60 FEET TO THE POINT OF BEGINNING. APN: 941-1201-071-07 First American Title Insurance Company EXHIBIT D LOCATION AND DIMENSIONS OF LAND EXHIBIT E PRO FORMA TITLE INSURANCE POLICY Order Number: NCS-638460-LA2 Page Number: 1 January 27, 2014 Update First American Title Company National Commercial Services 000 Xxxxx Xxxxxxxx Xxxxxx, Suite 400 Los Angeles, CA 90017 Xxxxx Xxxxxx Comerstone Real Estate Advisers 000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000 Xxxxx Xxxxxx, XX 00000-0000 Phone: (all to the extent Landlord's consent thereto is required pursuant to the terms of the Lease000)000-0000 Fax: (000)000-0000 Customer Reference: Pleasanton BART Title Officer: Xxxxxxxx Xxxxxxxxx Phone: (000)000-0000 Owner: Cornerstone Property: Vacant Land, as amended hereby). Notwithstanding the foregoingPleasanton, Landlord may consent to subsequent sublettings and assignments of the Lease without notifying Assignor or anyone else liable under the Lease and without obtaining their consent and such action shall not relieve such persons from liability, but shall not under any circumstances increase the obligations or liabilities of Assignor under the Lease.CA

Landlord’s Consent. Subject Conditions. Tenant shall not make or permit to be made any alterations, additions, or improvements in or to the terms and conditions Premises (“Alterations”) without the prior written consent of this AgreementLandlord, Landlord (i) consents to the assignment and assumption of the interest of Tenant under the Leasewhich consent, as contemplated by this Agreement and (ii) waives its rights to recapture the Premises with respect to the assignment set forth in this Agreement. Such consent and this Agreement non-structural alterations, shall not be construed tounreasonably withheld. Landlord may impose as a condition to making any Alterations such requirements as Landlord in its sole discretion deems necessary or desirable including without limitation: (a) modifyTenant’s submission to Landlord, waivefor Landlord’s prior written approval, release or otherwise affect any of all plans and specifications relating to the Alterations; Landlord’s prior written approval of the terms, covenants, conditions, provisions time or agreements times when the Alterations are to be performed; Landlord’s prior written approval of the Lease, except contractors and subcontractors performing work in connection with the Alterations; employment of union contractors and subcontractors who shall not cause labor disharmony; Tenant’s receipt of all necessary permits and approvals from all governmental authorities having jurisdiction over the Premises prior to the construction of the Alterations; Tenant’s delivery to Landlord of such bonds and insurance as expressly set forth in this AgreementLandlord shall reasonably require; (b) waive any rights and Tenant’s payment to Landlord of all costs and expenses incurred by Landlord under the Leasebecause of Tenant’s Alterations, including Landlord's recapture rightsbut not limited to costs incurred in reviewing the plans and specifications for, except as expressly set forth in this Agreement; (c) enlarge or increase and the obligations progress of, the Alterations. Tenant is required to provide Landlord written notice of Landlord under whether the Lease, except as expressly set forth in this Agreement, if at all; (d) enlarge or increase Assignee's rights Alterations include the Handling of any Hazardous Materials and benefits in excess whether these materials are of a customary and typical nature for industry practices. Upon completion of the rights Alterations, Tenant shall provide Landlord with copies of as-built plans. Neither the approval by Landlord of plans and benefits applicable specifications relating to the "Tenant" under the Lease, except as expressly set forth in this Agreement; any Alterations nor Landlord’s supervision or (e) be a consent monitoring of any Alterations shall constitute any warranty by Landlord to any further assignment, sublease, pledge or other transfer Tenant of the Lease, the Premises or any portion thereof, or any rights or interests therein, by Assignee (all to the extent Landlord's consent thereto is required pursuant to the terms adequacy of the Lease, as amended hereby). Notwithstanding design for Tenant’s intended use or the foregoing, Landlord may consent to subsequent sublettings and assignments proper performance of the Lease without notifying Assignor or anyone else liable under the Lease and without obtaining their consent and such action shall not relieve such persons from liability, but shall not under any circumstances increase the obligations or liabilities of Assignor under the LeaseAlterations.

Landlord’s Consent. Subject Xxxxxxxx's and Tenant's agreement with regard to the terms and conditions Xxxxxx's right to transfer all or part of this Agreement, Landlord (i) consents to the assignment and assumption of the its interest of Tenant under the Lease, as contemplated by this Agreement and (ii) waives its rights to recapture in the Premises with respect to the assignment set forth in this Agreement. Such consent and this Agreement shall not be construed to: (a) modify, waive, release or otherwise affect any of the terms, covenants, conditions, provisions or agreements of the Lease, except is as expressly set forth in this AgreementParagraph 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, 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 Xxxxxx 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 Xxxxxxxx's prior written consent shall, at Landlord's option, be void and shall constitute an Event of Default entitling Landlord 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 withhold its consent to an assignment or sublease, it shall be 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, or generate additional foot traffic, elevator usage or security concerns in the Building, or create an increased probability of the comfort and/or safety of Landlord and other tenants in the Building being compromised or reduced, (ii) the space will be used for a 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 or personnel to be placed), 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); (biii) waive any rights of Landlord under the Lease, including Landlord's recapture rights, except as expressly set forth in this Agreement; (c) enlarge proposed assignee or increase the obligations of Landlord under the Lease, except as expressly set forth in this Agreement, if at all; (d) enlarge or increase Assignee's rights and benefits in excess subtenant is a prospective tenant of the rights Building (and benefits applicable Landlord is in written correspondence to the "Tenant" under the Lease, except as expressly set forth them regarding space available and Landlord has or will have available space in this Agreement; or (e) be a consent by Landlord City Center that is comparable to any further assignment, sublease, pledge or other transfer of the Lease, the Premises or any the portion thereofthereof subject to such subletting, or any rights or interests therein, by Assignee (all to the extent Landlord's consent thereto is required pursuant to the terms of the Lease, as amended hereby). Notwithstanding the foregoing, Landlord may consent to subsequent sublettings and assignments of the Lease without notifying Assignor or anyone else liable under the Lease and without obtaining their consent and such action shall not relieve such persons from liability, but shall not under any circumstances increase the obligations or liabilities of Assignor under the Lease.as

Landlord’s Consent. Subject to the terms and conditions of this Agreement, and upon receipt of One Thousand and 00/100 Dollars ($1,000.00) from Assignor as a processing fee to Landlord, Landlord (i) hereby consents to the transfer and assignment of Assignor’s right, title and assumption of the interest of Tenant under the Lease, as contemplated by this Agreement in and (ii) waives its rights to recapture the Premises with respect to the assignment set forth in this AgreementLease to Assignee. Such consent and this Agreement shall not be construed to: (a) modify, waive, release or otherwise affect any of Notwithstanding anything to the terms, covenants, conditions, provisions or agreements of the Lease, except as expressly set forth in this Agreement; (b) waive any rights of Landlord under the Lease, including Landlord's recapture rights, except as expressly set forth in this Agreement; (c) enlarge or increase the obligations of Landlord under the Lease, except as expressly set forth contrary contained in this Agreement, if at alleffective retroactively and from and after the Assignment Date, Assignor is hereby released from any and all obligations and liabilities first arising under the Lease from and after the Assignment Date; (d) enlarge provided, however, nothing contained herein shall be construed as releasing Assignor from liability for the breach of any agreement, representation or increase Assignee's rights warranty of Assignor under this Agreement. Assignee hereby assumes any and benefits in excess all of Assignor’s obligations on and prior to the Assignment Date, and Assignee covenants and agrees to be fully liable for the payment of the rights rent and benefits applicable to the "Tenant" under the Lease, except as expressly set forth in this Agreement; or (e) be a consent by Landlord to any further assignment, sublease, pledge or other transfer of the Lease, the Premises or any portion thereof, or any rights or interests therein, by Assignee (all to the extent Landlord's consent thereto is required pursuant to the terms of the Lease, as amended hereby). Notwithstanding the foregoing, Landlord may consent to subsequent sublettings sums which are due and assignments of the Lease without notifying Assignor or anyone else liable payable under the Lease and without obtaining their consent for the performance and discharge of all covenants, obligations and undertakings of the Lease to be kept and performed by the tenant thereunder regardless of when such action shall covenants, obligations and undertakings occurred or will occur. Notwithstanding anything contained herein to the contrary, Landlord specifically reserves unto itself (and Assignee consents to the same) the right to pursue any claim against Assignee for an existing breach of the Lease by Assignor and/or P3 Dunwoody which is not relieve such persons from liabilityactually known to Landlord as of the date hereof, but shall not under as well as the right to enforce any circumstances increase the obligations or liabilities of Assignor under and/or P3 Dunwoody arising prior to the LeaseAssignment Date.

Landlord’s Consent. Subject Tenant shall not, without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed (subject to the terms and conditions of this Agreement, Landlord Landlord’s rights contained in Section 15.C below): (i) consents to assign, sublease, convey, mortgage, pledge or hypothecate or otherwise transfer this Lease or any interest hereunder, or sublease the assignment and assumption Premises, or any part thereof, whether voluntarily or by operation of law; or (ii) permit the use of the interest Premises by any person other than Tenant and its employees. Any such transfer, sublease or use described in the preceding sentence (a “Transfer”) occurring without the prior written consent of Landlord shall be void and of no effect. Landlord’s consent to any Transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future Transfer. Landlord’s consent to any Transfer or acceptance of rent from any party other than Tenant shall not release Tenant from any covenant or obligation under this Lease. Landlord may require as a condition to its consent to any assignment of this Lease that the assignee execute an instrument in which such assignee assumes the obligations of Tenant under hereunder. For the Leasepurposes of this paragraph, as contemplated by the transfer (whether direct or indirect) of all or a majority of the capital stock in a corporate Tenant (other than the shares of the capital stock of a corporate Tenant whose stock is publicly traded), the sale of all or substantially all of the assets of Tenant, or the merger, consolidation or reorganization of such Tenant and the transfer of all or any general partnership interest in any partnership comprising Tenant shall not be considered a Transfer, provided: (i) Tenant is not in default of this Agreement lease beyond any applicable cure period; and (ii) waives its rights Tenant delivers written notice to recapture Landlord of said transfer within thirty (30) days of the Premises with respect effective date thereof, and if applicable, a copy of the transfer document evidencing the assumption by such transferee of Tenant’s obligations hereunder. Notwithstanding anything to the assignment set forth in contrary herein contained, Landlord agrees that Tenant may assign this Agreement. Such consent and this Agreement shall not be construed to: (a) modify, waive, release or otherwise affect any of the terms, covenants, conditions, provisions or agreements of the Lease, except as expressly set forth in this Agreement; or sublet the Premises, to any subsidiary or affiliated corporation (bor other affiliated entity) waive any rights of Tenant without obtaining the prior written consent of Landlord under the Lease, including Landlord's recapture rights, except as expressly set forth in this Agreement; (c) enlarge or increase the obligations of Landlord under the Lease, except as expressly set forth in this Agreement, if at all; (d) enlarge or increase Assignee's rights and benefits in excess of the rights and benefits applicable to the "Tenant" under the Lease, except as expressly set forth in this Agreement; or (e) be a consent by Landlord to any further assignment, sublease, pledge or other transfer of the Lease, the Premises or any portion thereof, or any rights or interests therein, by Assignee (all to the extent Landlord's consent thereto is required pursuant to the terms of the Lease, as amended hereby). Notwithstanding the foregoing, Landlord may consent to subsequent sublettings and assignments of the Lease without notifying Assignor or anyone else liable under the Lease and without obtaining their consent and such action shall not relieve such persons from liabilitypermitting Landlord the right to terminate this Lease), but shall not under any circumstances increase provided that the obligations or liabilities of Assignor under the Lease.following conditions are met:

Landlord’s Consent. Subject If Landlord does not exercise its right to terminate pursuant to Paragraph 24.2(b) within fifteen (15) days after receipt of Tenant’s notice or if Tenant proposes a sublease, Landlord shall not unreasonably withhold or delay its consent to the proposed assignment or subletting, on the terms and conditions specified in said notice. If Tenant’s notice fails to state that it constitutes an offer to terminate the Lease as may be required pursuant to Paragraph 24.2(a), such notice shall be deemed insufficient for the purposes of this AgreementParagraph 24.2, and Landlord (i) consents may withhold its consent to the proposed assignment and assumption in Landlord’s absolute discretion. Without otherwise limiting the criteria upon which Landlord may withhold its consent to any proposed assignment or sublease, if Landlord withholds its consent where Tenant is in Default at the time of the interest giving of Tenant under the Lease, as contemplated Tenant’s notice such withholding of consent shall be presumptively reasonable. Seventy-five percent (75%) of any and all rent paid by this Agreement and (ii) waives its rights to recapture the Premises with respect to the assignment set forth in this Agreement. Such consent and this Agreement shall not be construed to: (a) modify, waive, release an assignee or otherwise affect any of the terms, covenants, conditions, provisions or agreements of the Lease, except as expressly set forth in this Agreement; (b) waive any rights of Landlord under the Lease, including Landlord's recapture rights, except as expressly set forth in this Agreement; (c) enlarge or increase the obligations of Landlord under the Lease, except as expressly set forth in this Agreement, if at all; (d) enlarge or increase Assignee's rights and benefits subtenant in excess of the rights Rentals to be paid under this Lease (prorated in the event of a sublease of less than the entire Premises), after Tenant’s deduction therefrom of all reasonable costs to effect the assignment or subletting, including without limitation, brokerage commissions, attorneys’ fees, and benefits applicable the cost of leasehold improvements or alterations installed or redecorating performed by Tenant for the sublessee, shall be paid directly to Landlord, as Additional Rent, at the "time and place specified in this Lease. For the purposes of this Paragraph 24, the term “rent” shall include any consideration of any kind received, or to be received, by Tenant from an assignee or subtenant, if such sums are related to Tenant" ’s interest in this Lease or in the Premises, including, but not limited to key money, bonus money, and payments (in excess of the fair market value thereof) for Tenant’s assets, fixtures, trade fixtures, inventory, accounts, goodwill, equipment, furniture, general intangibles, and any capital stock or other equity ownership interest of Tenant. Any assignment or subletting without Landlord’s consent shall be voidable at Landlord’s option, and shall constitute a Default by Tenant. Landlord’s consent to any one assignment or sublease shall not constitute a waiver of the provisions of this Paragraph 24 as to any subsequent assignment or sublease nor a consent to any subsequent assignment or sublease; further, Landlord’s consent to an assignment or sublease shall not release Tenant from Tenant’s obligations under the this Lease, except as expressly set forth in this Agreement; and Tenant shall remain jointly and severally liable with the assignee or (e) be a consent by Landlord to any further assignment, sublease, pledge or other transfer of the Lease, the Premises or any portion thereof, or any rights or interests therein, by Assignee (all to the extent Landlord's consent thereto is required pursuant to the terms of the Lease, as amended hereby)subtenant. Notwithstanding the foregoing, Landlord may nothing in this Section 24.2(c) shall applicable to any transfer for which Landlord’s consent is not required pursuant to subsequent sublettings and assignments of the Lease without notifying Assignor or anyone else liable under the Lease and without obtaining their consent and such action shall not relieve such persons from liability, but shall not under any circumstances increase the obligations or liabilities of Assignor under the LeaseSection 24.2 below.

Landlord’s Consent. Subject Landlord’s and Tenant’s agreement with regard to the terms and conditions Tenant’s right to transfer all or part of this Agreement, Landlord (i) consents to the assignment and assumption of the its interest of Tenant under the Lease, as contemplated by this Agreement and (ii) waives its rights to recapture in the Premises with respect to the assignment set forth in this Agreement. Such consent and this Agreement shall not be construed to: (a) modify, waive, release or otherwise affect any of the terms, covenants, conditions, provisions or agreements of the Lease, except is as expressly set forth in this Agreement; Paragraph 13. Tenant agrees that, except upon Landlord’s prior written consent, which consent shall not (bsubject to Landlord’s rights under Paragraph 13.d. below) waive be unreasonably withheld, neither this Lease nor all or any rights 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 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 withhold its consent to an assignment or sublease, it shall be reasonable for Landlord to withhold its consent where: (i) the Lease, including Landlord's recapture rights, except as assignment or subletting would involve a change in use from that expressly permitted under this Lease or otherwise violate any of the restrictions on use set forth in this AgreementParagraph 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 tenant’s space requirements; (ciii) enlarge Landlord reasonably disapproves of the proposed assignee’s or increase subtenant’s reputation or creditworthiness; (iv) Landlord reasonably determines that the obligations 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 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 or the proposed subtenant will be unable to perform all of its obligations under the Leaseproposed sublease or (vii) as of the date Tenant requests Landlord’s consent or as of the date Landlord responds thereto, except as expressly set forth in a breach by Tenant under this AgreementLease shall have occurred and be continuing (although, if at all; (d) enlarge upon Tenant’s cure of such breach, Tenant may resubmit the request for Landlord’s consent to the subject proposed assignment or increase Assignee's subletting). Landlord’s foregoing rights and benefits in excess options shall continue throughout the entire term of the rights and benefits applicable to the "Tenant" under the Lease, except as expressly set forth in this Agreement; or (e) be a consent by Landlord to any further assignment, sublease, pledge or other transfer of the Lease, the Premises or any portion thereof, or any rights or interests therein, by Assignee (all to the extent Landlord's consent thereto is required pursuant to the terms of the Lease, as amended hereby). Notwithstanding the foregoing, Landlord may consent to subsequent sublettings and assignments of the Lease without notifying Assignor or anyone else liable under the Lease and without obtaining their consent and such action shall not relieve such persons from liability, but shall not under any circumstances increase the obligations or liabilities of Assignor under the Lease.

Landlord’s Consent. Subject Landlord consents and agrees to the terms and conditions of this foregoing Agreement, Landlord (i) consents to the assignment and assumption which was entered into at Landlord’s request. The foregoing Agreement shall not alter, waive or diminish any of the interest of Tenant Landlord’s obligations under the Mortgage or the Lease, . The above Agreement discharges any obligations of Mortgagee under the Mortgage and related loan documents to enter into a nondisturbance agreement with Tenant. Tenant is hereby authorized to pay its rent and all other sums due under the Lease directly to Mortgagee upon receipt of a notice as contemplated by this Agreement and (ii) waives its rights to recapture the Premises with respect to the assignment set forth in this Section 4.8 above from Mortgagee and that Tenant is not obligated to inquire as to whether a default actually exists under the Mortgage. Landlord is not a party to the above Agreement. Such consent LANDLORD: 000 XXXXX XXXXXX LLC Name: Title: Dated: , 20 [Subordination, Nondisturbance and Attornment – Landlord’s Consent] COMMONWEALTH OF MASSACHUSETTS , ss. On this Agreement shall not day of , 2015, before me, the undersigned notary public, personally appeared , as of 000 Xxxxx Xxxxxx LLC, proved to me through satisfactory evidence of identification, which was personal knowledge, to be construed tothe person whose name is signed on the preceding or attached document, and acknowledged to me that he/she signed it voluntarily for its stated purpose. Notary Public My commission expires: (a) modify[Subordination, waiveNondisturbance and Attornment – Notary Page] SCHEDULE A Description of Landlord’s Premises Schedule A EXHIBIT I FORM OF LETTER OF CREDIT BENEFICIARY: 000 Xxxxx Xxxxxx, release or otherwise affect any LLC c/o Pembroke Real Estate, Inc. 000 Xxxxx Xxxxxx Xxxxxx, XX 00000 Attn: Chief Financial Officer ISSUANCE DATE: , IRREVOCABLE STANDBY LETTER OF CREDIT NO. ACCOUNTEE/APPLICANT: MAXIMUM/AGGREGATE CREDIT AMOUNT: USD $ GENTLEMEN: We hereby establish our unconditional irrevocable letter of credit in your favor for account of the termsapplicant up to an aggregate amount not to exceed and 00/100 US Dollars ($ ) available by your draft(s) drawn on ourselves at sight, covenantsaccompanied by: Your statement, conditions, provisions or agreements signed by a purportedly authorized officer/official certifying that the Beneficiary is entitled to draw upon this Letter of Credit (in the amount of the draft submitted herewith) pursuant to Article 12 of the lease (the “Lease”) dated , except 201 by and between 000 Xxxxx Xxxxxx, L.L.C., as Landlord, and , as Tenant, relating to premises at 000 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx. Draft(s) must indicate name and issuing bank and credit number and must be presented at this office. You shall have the right to make partial draws against this Letter of Credit, in multiple draws which may be made by you from time to time, without additional charges. This Letter of Credit shall be assignable by you without additional charge. Except as otherwise expressly stated herein, this Letter of Credit is subject to the Uniform Customs and Practices for Documentary Credits, International Chamber of Commerce International Standby Practices Publication No. 590 (1998 Revision). Except as expressly set forth in stated herein, this Agreement; (b) waive any rights of Landlord under the Lease, including Landlord's recapture rights, except as expressly set forth in this Agreement; (c) enlarge or increase the obligations of Landlord under the Lease, except as expressly set forth in this Agreement, if at all; (d) enlarge or increase Assignee's rights and benefits in excess of the rights and benefits applicable to the "Tenant" under the Lease, except as expressly set forth in this Agreement; or (e) be a consent by Landlord undertaking is not subject to any further assignmentagreements, subleaserequirements or qualification. Our obligation under this Letter of Credit is our individual obligation and is in no way contingent upon reimbursement with respect thereto, pledge or other transfer of the Leaseupon our ability to perfect any lien, the Premises security interest or any portion thereofother reimbursement. This Letter of Credit shall expire at our office on , (the “Stated Expiration Date”). It is a condition of this Letter of Credit that the Stated Expiration Date shall be deemed automatically extended without amendment for successive one (1) year periods from such Stated Expiration Date, unless at least sixty (60) days prior to such Stated Expiration Date (or any rights or interests therein, anniversary thereof) we shall notify you and the Accountee/Applicant in writing by Assignee registered mail (return receipt) that we elect not to consider this Letter of Credit extended for any such additional one (1) year period. We engage with you that all to the extent Landlord's consent thereto is required pursuant to drafts drawn under and in compliance with the terms of the Leasethis letter of credit will be duly honored on presentation to us. Very truly yours, as amended hereby). Notwithstanding the foregoing, Landlord may consent to subsequent sublettings and assignments of the Lease without notifying Assignor or anyone else liable under the Lease and without obtaining their consent and such action shall not relieve such persons from liability, but shall not under any circumstances increase the obligations or liabilities of Assignor under the Lease.Authorized Signatory

Landlord’s Consent. Subject to Tenant shall not, without the terms and conditions prior written consent of this Agreement, Landlord Landlord: (i) consents assign, convey, mortgage or otherwise transfer this Lease or any interest hereunder, or sublease the Premises, or any part thereof, whether voluntarily or by operation of law; (ii) employ any independent manager or operator to manage or operate Tenant’s business; (iii) enter into any franchise, concession, license or similar agreement with any person or entity to operate the assignment and assumption Premises, or any part thereof; or (iv) permit the use of the interest Premises by any person other than Tenant and its employees. Any such transfer, sublease or use described in the preceding sentence (a “Transfer”) occurring without the prior written consent of Landlord shall be void and of no effect. Landlord’s consent to any Transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future Transfer. Landlord’s consent to any Transfer or acceptance of rent from any party other than Tenant shall not release Tenant from any covenant or obligation under this Lease. Landlord may require as a condition to its consent to any assignment of this Lease that the assignee execute an instrument in which such assignee assumes the obligations of Tenant under hereunder. For the purposes of this paragraph, the transfer (whether direct or indirect) of all or a majority of the capital stock in a corporate Tenant (including the shares of the capital stock of a corporate Tenant whose stock is publicly traded) shall not be considered a Transfer, but a merger, consolidation or reorganization of such Tenant and the transfer of all or any general partnership interest in any partnership Tenant shall be considered a Transfer. So long as Tenant remains obligated for all payments and performance of Tenant’s obligations pursuant to the Lease, as contemplated Tenant shall have the right during the Term and any Option Term, without Landlord’s prior consent, to assign this Lease to an affiliate or parent entity or to an entity which controls, is controlled by, or is under common control with Tenant. Tenant may assign this Lease to a successor to Tenant by this Agreement and merger, consolidation or the purchase of substantially all of Tenant’s assets, without the consent of Landlord, provided that all of the following conditions are satisfied (ii) waives its rights to recapture the Premises with respect to the assignment set forth in this Agreement. Such consent and this Agreement shall not be construed to: a “Business Transfer”): (a) modify, waive, release or otherwise affect any of the terms, covenants, conditions, provisions or agreements of the Lease, except as expressly set forth Tenant must not be in this Agreement; (b) waive any rights of Landlord under the Lease, including Landlord's recapture rights, except as expressly set forth in this Agreement; (c) enlarge or increase the obligations of Landlord under the Lease, except as expressly set forth in this Agreement, if at all; (d) enlarge or increase Assignee's rights and benefits in excess of the rights and benefits applicable to the "Tenant" under the Lease, except as expressly set forth in this Agreement; or (e) be a consent by Landlord to any further assignment, sublease, pledge or other transfer of the Lease, the Premises or any portion thereof, or any rights or interests therein, by Assignee (all to the extent Landlord's consent thereto is required pursuant to the terms of the Lease, as amended hereby). Notwithstanding the foregoing, Landlord may consent to subsequent sublettings and assignments of the Lease without notifying Assignor or anyone else liable under the Lease and without obtaining their consent and such action shall not relieve such persons from liability, but shall not under any circumstances increase the obligations or liabilities of Assignor under the Lease.default;

Landlord’s Consent. Subject This Sublease and the obligations of the parties hereunder are expressly conditioned upon Sublandlord’s obtaining prior written consent hereto by Landlord. Subtenant shall promptly deliver to the terms and conditions Sublandlord any information reasonably requested by Landlord (in connection with their approval of this Agreement, Landlord (iSublease) consents to the assignment and assumption of the interest of Tenant under the Lease, as contemplated by this Agreement and (ii) waives its rights to recapture the Premises with respect to the assignment set forth in nature and operation of Subtenant’s business and/or the financial condition of Subtenant. Sublandlord and Subtenant hereby agree, for the benefit of Landlord, that this Agreement. Such Sublease and Landlord’s consent and this Agreement hereto shall not be construed to: (a) modify, waive, release or otherwise affect any create privity of the terms, covenants, conditions, provisions or agreements of the Leasecontract between Landlord and Subtenant, except as to the extent expressly set forth in this Agreementprovided herein; (b) waive be deemed to have amended the Lease in any rights regard (unless Landlord shall have expressly agreed in writing to such amendment); or (c) be construed as a waiver of Landlord under Landlord’s right to consent to any assignment of the Lease by Sublandlord or any further subletting of premises leased pursuant to the Lease, including or as a waiver of Landlord's recapture rights, except as expressly set forth in this Agreement; (c) enlarge or increase the obligations of Landlord under the Lease, except as expressly set forth in this Agreement, if at all; (d) enlarge or increase Assignee's rights and benefits in excess of the rights and benefits applicable ’s right to the "Tenant" under the Lease, except as expressly set forth in this Agreement; or (e) be a consent by Landlord to any further assignment, sublease, pledge assignment by Subtenant of this Sublease or other transfer any sub-letting of the Lease, the Premises or any portion part thereof. Landlord’s consent shall, or any rights or interests thereinhowever, be deemed to evidence Landlord’s agreement that Subtenant may use the Premises for the purpose set forth in the Lease. If Landlord fails to consent to this Sublease within thirty (30) days after the execution and delivery of this Sublease, either party shall have the right to terminate this Sublease by Assignee (all giving written notice thereof to the extent Landlord's consent thereto is required pursuant to the terms of the Lease, as amended hereby). Notwithstanding the foregoing, Landlord may consent to subsequent sublettings and assignments of the Lease without notifying Assignor or anyone else liable under the Lease and without obtaining their consent and such action shall not relieve such persons from liabilityother at any time thereafter, but shall not under any circumstances increase the obligations or liabilities of Assignor under the Leasebefore Landlord grants such consent.

Landlord’s Consent. Subject to Tenant shall not, without the terms and conditions prior written ------------------ consent of this Agreement, Landlord Landlord: (i) consents to assign, convey, mortgage or otherwise transfer this Lease or any interest hereunder, or sublease the assignment and assumption Premises, or any part thereof, whether voluntarily or by operation of the interest of Tenant under the Lease, as contemplated by this Agreement and law; or (ii) waives its rights to recapture permit the use of the Premises with respect by any person other than Tenant and its employees and business invitees. Any such transfer, sublease or use described in the preceding sentence (a "Transfer") occurring without the prior written consent of Landlord shall be void and of no effect. Landlord's consent to any Transfer shall not constitute a waiver of Landlord's right to withhold its consent to any future Transfer. Landlord's consent to any Transfer or acceptance of rent from any party other than Tenant shall not release Tenant from any covenant or obligation under this Lease. Landlord may require as a condition to its consent to any assignment of this Lease that the assignee execute an instrument in which such assignee assumes the obligations of Tenant hereunder. For the purposes of this paragraph, the merger, consolidation or reorganization of a corporate Tenant, and the transfer of all or any general partnership interest in any partnership Tenant and the sale of all or substantially all of the assets of Tenant shall be considered a Transfer. Notwithstanding anything in this Section 14.A to the assignment set forth in this Agreement. Such contrary, Landlord consent and this Agreement shall not be construed to: required in connection with a Transfer to an Affiliate (as defined below) provided that (a) modify, waive, release or otherwise affect any the financial condition of the termsAffiliate, covenantsin the reasonable judgment of Landlord, conditions, provisions or agreements of the is such that it will be able to perform its obligations under this Lease, except as expressly set forth in this Agreement; (b) waive any rights proof satisfactory to Landlord of such financial condition shall have been delivered to Landlord under at least ten (10) days prior to the Leaseeffective date of such Transfer, including Landlord's recapture rights, except as expressly set forth in this Agreement; and (c) enlarge or increase the Affiliate agrees directly with Landlord, by written instrument satisfactory to Landlord, to be bound by all of the obligations of Landlord Tenant hereunder. The term "Affiliate" shall mean any entity which succeeds to Tenant's business by merger, consolidation or other form of corporate reorganization or any entity which controls, is controlled by or is under the Lease, except as expressly set forth in this Agreement, if at all; (d) enlarge common control with Tenant or increase Assignee's rights and benefits in excess any entity which purchases all or substantially all of the rights and benefits applicable to the "assets of Tenant" under the Lease, except as expressly set forth in this Agreement; or (e) be a consent by Landlord to any further assignment, sublease, pledge or other transfer of the Lease, the Premises or any portion thereof, or any rights or interests therein, by Assignee (all to the extent Landlord's consent thereto is required pursuant to the terms of the Lease, as amended hereby). Notwithstanding the foregoing, Landlord may consent to subsequent sublettings and assignments of the Lease without notifying Assignor or anyone else liable under the Lease and without obtaining their consent and such action shall not relieve such persons from liability, but shall not under any circumstances increase the obligations or liabilities of Assignor under the Lease.

Landlord’s Consent. Subject Landlord’s and Tenant’s agreement with regard to the terms and conditions Tenant’s right to transfer all or part of this Agreement, Landlord (i) consents to the assignment and assumption of the its interest of Tenant under the Lease, as contemplated by this Agreement and (ii) waives its rights to recapture in the Premises with respect to the assignment set forth in this Agreement. Such consent and this Agreement shall not be construed to: (a) modify, waive, release or otherwise affect any of the terms, covenants, conditions, provisions or agreements of the Lease, except is as expressly set forth in this AgreementParagraph 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 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 withhold its consent to an assignment or sublease, it shall be 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 increased probability of the comfort and/or safety of Landlord and other tenants in the Building being compromised or reduced, (ii) the space will be used for a 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); (biii) waive the proposed assignee or subtenant (or any rights person which directly or indirectly controls, is controlled by, or is under common control with the proposed assignee or subtenant) is a current tenant of the Building or 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 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 under the Lease, including Landlord's recapture rights, except as expressly set forth in this Agreementhas had adverse dealings; (cvii) enlarge the assignment or increase the obligations of Landlord under the Lease, except as expressly set forth in this Agreement, if at all; (d) enlarge or increase Assignee's rights and benefits in excess subletting may conflict with any exclusive uses granted to other tenants of the rights and benefits applicable to the "Tenant" under the Lease, except as expressly set forth in this Agreement; or (e) be a consent by Landlord to any further assignment, sublease, pledge or other transfer of the Lease, the Premises or any portion thereofProject, or any rights or interests therein, by Assignee (all to the extent Landlord's consent thereto is required pursuant to 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 this Lease, ; (ix) Landlord determines that the 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 amended hereby). Notwithstanding the foregoing, Landlord may consent to subsequent sublettings and assignments of the date Tenant requests Landlord’s consent or as of the date Landlord responds thereto, a breach or default by Tenant under this Lease without notifying Assignor or anyone else liable under shall have occurred and be continuing. Landlord’s foregoing rights and options shall continue throughout the Lease and without obtaining their consent and such action shall not relieve such persons from liability, but shall not under any circumstances increase the obligations or liabilities entire term of Assignor under the this Lease.

Landlord’s Consent. Subject to Tenant’s request for consent under Section 13.01 shall set forth the terms and conditions of this Agreement, Landlord (i) consents to the assignment and assumption details of the interest proposed sublease, assignment or transfer, including the name, business and financial condition of Tenant the prospective transferee, financial details of the proposed transaction (e.g., the term of and the rent and security deposit payable under any proposed assignment or sublease), and any other information Landlord reasonably deems relevant. Landlord shall not unreasonably withhold, condition or delay its consent to any proposed sublease or assignment. Notwithstanding, the Leaseforegoing, as contemplated by this Agreement and (ii) waives its rights Landlord’s refusal to recapture the Premises with respect to the assignment set forth in this Agreement. Such grant consent and this Agreement shall not be construed tounreasonable if the proposed assignee or sublessee is an entity: (a) modifywhose net worth and financial condition, waivein Landlord’s reasonable judgment, release or otherwise affect any of does not meet the terms, covenants, conditions, provisions or agreements of the Lease, except as expressly set forth in this Agreement; credit standards applied by Landlord for other tenants under leases with comparable terms (b) waive any rights with which Landlord is already in negotiation as evidenced by the issuance of Landlord under the Lease, including Landlord's recapture rights, except as expressly set forth in this Agreementa written proposal; (c) enlarge or increase is already an occupant of the obligations Property unless Landlord is unable to provide the amount of Landlord under the Lease, except as expressly set forth in this Agreement, if at allspace required by such occupant; (d) enlarge or increase Assignee's rights and benefits in excess is a governmental agency; (e) is incompatible with the character of occupancy of the rights and benefits applicable to the "Tenant" under the Lease, except as expressly set forth in this AgreementProperty; or (ef) be would subject the Premises to a consent by Landlord use which would: (i) involve excessive wear upon the Premises; (ii) violate any exclusive right granted to any further assignment, sublease, pledge or other transfer another tenant of the Lease, property; (iii) require any addition to or modification of the Premises or the Property in order to comply with building code or other governmental requirements. If Tenant shall assign or sublease, the following shall apply: Tenant shall pay to Landlord as Additional Rent fifty (50%) percent of the Proceeds (defined below) on such transaction (such amount being Landlord’s share) as and when received by Tenant, unless Landlord shall give notice to Tenant and the assignee or subtenant that Landlord’s Share shall be paid by the assignee or subtenant to Landlord directly. Proceeds shall mean (a) all rent and all fees and other consideration paid for or in respect of the assignment or sublease, including fees under any portion thereofcollateral agreements less (b) the rent and other sums payable under this Lease (in the case of a sublease of less than all of the Premises, or any rights or interests therein, by Assignee (all allocable to the extent subleased premises) and all costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for reasonable real estate broker’s commissions and reasonable costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant shall be entitled to recover such reasonable costs and expenses before Tenant shall be obligated to pay Landlord's consent thereto is required pursuant ’s Share to the terms Landlord. Tenant shall provide Landlord a written statement certifying all amounts to be paid from any assignment or sublease of the LeasePremises within thirty (30) days after the transaction shall be signed and from time to time thereafter on Landlord’s request, as amended hereby). Notwithstanding the foregoing, and Landlord may consent inspect Tenant’s books and records to subsequent sublettings verify the accuracy of such statement. On written request, Tenant shall promptly furnish to Landlord copies of all the transaction documentation, all of which shall be certified by Tenant to be complete, true and assignments correct. Tenant shall promptly reimburse Landlord for all legal costs and expenses incurred by Landlord in connection with a request for a sublease or assignment of the Lease without notifying Assignor or anyone else liable under the Lease and without obtaining their consent and such action shall not relieve such persons from liability, but shall not under any circumstances increase the obligations or liabilities of Assignor under the this Lease.

Landlord’s Consent. Subject Following the initial construction of improvements pursuant to Article 7 above, Tenant shall be responsible for all redecorating, remodeling, alterations, improvements and painting of the Premises during the Term, subject to the terms and conditions of restrictions in this AgreementSection 8.5. Tenant may not make any improvements, Landlord (i) consents alterations, additions or changes to the assignment and assumption Premises (collectively, “Alterations”) without the prior written consent of the interest of Landlord, which consent shall be requested by Tenant under the Lease, as contemplated by this Agreement and not less than thirty (ii30) waives its rights to recapture the Premises with respect days prior to the assignment set forth in this Agreement. Such planned commencement of such Alterations and which consent and this Agreement shall not be construed to: unreasonably withheld by Landlord; provided, however, Landlord may withhold its consent to any Alterations that would adversely affect (a) modifythe Building’s structure or structural elements or the Building’s mechanical or utility systems, waive, release or otherwise affect any of the terms, covenants, conditions, provisions or agreements of the Lease, except as expressly set forth in this Agreement; (b) waive any rights of Landlord under the Lease, including Landlord's recapture rights, except as expressly set forth in this Agreement; (c) enlarge or increase the obligations of Landlord under the Lease, except as expressly set forth in this Agreement, if at all; (d) enlarge or increase Assignee's rights and benefits in excess exterior appearance of the rights and benefits applicable to the "Tenant" under the Lease, except as expressly set forth in this Agreement; or (e) be a consent by Landlord to any further assignment, sublease, pledge or other transfer of the Lease, the Premises or any portion thereof, or any rights or interests therein, by Assignee (all to the extent Landlord's consent thereto is required pursuant to the terms of the Lease, as amended hereby)Building. Notwithstanding the foregoingFurther, Landlord may condition its consent to subsequent sublettings and assignments any Alterations on Tenant’s obtaining a letter of credit, bond or other form of security satisfactory to Landlord, 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 Lease Premises without notifying Assignor the prior written consent of Landlord, which consent may be withheld in Landlord’s sole and absolute discretion. 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 anyone else liable under approval of any Alterations (or the Lease and without obtaining their consent and such action plans therefor) shall not relieve 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 shall be solely responsible for ensuring all such persons 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 liabilitythe outside, but shall do not under involve puncturing, relocating or removing the roof or any circumstances increase existing walls, they do not affect the obligations Building’s structure or liabilities of Assignor under structural elements or the LeaseBuilding’s mechanical or utility systems, they do not require a building permit, and the cost thereof does not exceed $25,000.

Landlord’s Consent. Subject to Tenant shall not voluntarily, involuntarily or by operation of law assign, mortgage, pledge or encumber (collectively "assignment") this Lease, in whole or in part, or sublet the terms and conditions of this Agreement, Landlord (i) consents to the assignment and assumption whole or any part of the interest premises, or permit the use or occupancy of Tenant under the Leasewhole or any part of the premises by others, as contemplated including, without limitation, the operation of all or any part of the premises by this Agreement a licensee or concessionaire, without first obtaining in each and (ii) waives its rights to recapture every instance the Premises with respect to the assignment set forth in this Agreement. Such prior written consent and this Agreement of Landlord, which consent shall not be construed to: (a) modifyunreasonably withheld, waive, release conditioned or otherwise affect any of the terms, covenants, conditions, provisions or agreements of the Lease, except as expressly set forth in this Agreement; (b) waive any rights of Landlord under the Lease, including Landlord's recapture rights, except as expressly set forth in this Agreement; (c) enlarge or increase the obligations of Landlord under the Lease, except as expressly set forth in this Agreement, if at all; (d) enlarge or increase Assignee's rights and benefits in excess of the rights and benefits applicable to the "Tenant" under the Lease, except as expressly set forth in this Agreement; or (e) be a consent by Landlord to any further assignment, sublease, pledge or other transfer of the Lease, the Premises or any portion thereof, or any rights or interests therein, by Assignee (all to the extent Landlord's consent thereto is required pursuant to the terms of the Lease, as amended hereby)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 to Landlord. Any consent by Landlord may to an assignment or subletting or use or occupancy by others shall be held to apply only to the specific transaction thereby authorized and shall not constitute a waiver of the necessity for such consent to any subsequent sublettings and assignments 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 with Landlord's prior written consent, Tenant shall pay to Landlord monthly the excess of the consideration received or to be received during such month for such assignment, sublease, or occupancy (whether or not denoted as rent) over the rent reserved for such month in this Lease without notifying Assignor applicable to such portion of the premises so assigned, sublet or anyone else occupied. If this Lease or any interest of Tenant herein be assigned or if the whole or any part of the premises be sublet or used or occupied by others, after having obtained Landlord's prior written consent thereto, Tenant shall nevertheless remain fully liable for the full performance of all obligations under the this Lease to be performed by Tenant and without obtaining their consent and such action Tenant shall not relieve such persons from liability, but shall be released therefrom in any manner. Whether or not under Landlord consents to any circumstances increase the obligations or liabilities of Assignor under the Lease.proposed

Landlord’s Consent. Subject If Landlord does not exercise its right to terminate pursuant to Paragraph 24.2(b) within fifteen (15) days after receipt of Tenant’s notice or if Tenant proposes a sublease, Landlord shall not unreasonably withhold or delay beyond fifteen (15) days following its receipt of Tenant’s notice (satisfying the notice requirements set forth in Paragraph 24.2(a) above) its consent to the proposed assignment or subletting, on the terms and conditions of this Agreementspecified in said notice. If Tenant’s notice fails to state that it constitutes an offer to terminate the Lease as may be required pursuant to Paragraph 24.2(a), Landlord may deem such notice to constitute an offer to terminate the Lease as required herein. Without otherwise limiting the criteria upon which Landlord may withhold its consent to any proposed assignment or sublease, if Landlord withholds its consent where Tenant is in default (ibeyond the applicable notice and cure period) consents at the time of the giving of Tenant’s notice or at any time thereafter but prior to the effective date of such assignment and assumption or sublease, or where the net worth of the interest of Tenant under the Lease, as contemplated by this Agreement and proposed assignee (iiaccording to generally accepted accounting principles) waives its rights is not reasonably acceptable to recapture the Premises with respect to the assignment set forth Landlord in this Agreement. Such consent and this Agreement shall not be construed to: (a) modify, waive, release or otherwise affect any light of the termsobligations being assumed by the assignee or sublessee, covenants, conditions, provisions such withholding of consent shall be presumptively reasonable. Fifty percent (50%) of any and all rent paid by an assignee or agreements of the Lease, except as expressly set forth in this Agreement; (b) waive any rights of Landlord under the Lease, including Landlord's recapture rights, except as expressly set forth in this Agreement; (c) enlarge or increase the obligations of Landlord under the Lease, except as expressly set forth in this Agreement, if at all; (d) enlarge or increase Assignee's rights and benefits subtenant in excess of the rights Rentals to be paid under this Lease (prorated in the event of a sublease of less than the entire Premises), after Tenant’s deduction therefrom of reasonable brokerage commissions, reasonable attorneys’ fees and benefits applicable to tenant improvement costs incurred by Tenant solely in connection with such assignment or subleasing transaction (with such brokerage commissions and tenant improvement costs amortized over the "Tenant" under term of the sublease or assigned Lease, except as expressly set forth applicable), shall be paid directly to Landlord, as Additional Rent, at the time and place specified in this Agreement; or (e) be a consent by Landlord to any further assignment, sublease, pledge or other transfer Lease. For the purposes of the Leasethis Paragraph 24, the Premises or term “rent” shall include any portion thereofconsideration of any kind received, or any rights or interests thereinto be received, by Assignee Tenant from an assignee or subtenant, if such sums are related to Tenant’s interest in this Lease or in the Premises (all or leasehold improvements therein) or such assignment or subletting, including, but not limited to key money, bonus money, and payments (to the extent Landlord's consent thereto is required pursuant to the terms in excess of the fair market value thereof) for Tenant’s assets, fixtures, trade fixtures, inventory, accounts, goodwill, equipment, furniture, general intangibles, and any capital stock or other equity ownership interest of Tenant. Any assignment or subletting without Landlord’s consent shall be voidable at Landlord’s option, and shall constitute a Default by Tenant. Landlord’s consent to any one assignment or sublease shall not constitute a waiver of the provisions of this Paragraph 24 as to any subsequent assignment or sublease nor a consent to any subsequent assignment or sublease; further, Landlord’s consent to an assignment or sublease shall not release Tenant from Tenant’s obligations under this Lease, as amended hereby). Notwithstanding and Tenant shall remain jointly and severally liable with the foregoing, Landlord may consent to subsequent sublettings and assignments of the Lease without notifying Assignor assignee or anyone else liable under the Lease and without obtaining their consent and such action shall not relieve such persons from liability, but shall not under any circumstances increase the obligations or liabilities of Assignor under the Leasesubtenant.

Landlord’s Consent. Subject If Landlord does not exercise its right to terminate pursuant to Paragraph 24.2(b) within fifteen (15) days after receipt of Tenant’s notice, Landlord shall not unreasonably withhold, condition or delay its consent to the proposed assignment or subletting, on the terms and conditions specified in said notice, and Landlord shall deliver its notice to Tenant with respect to its consent or its withholding of its consent within such fifteen (15) day period. Without otherwise limiting the criteria upon which Landlord may withhold its consent to any proposed assignment or sublease, if Landlord withholds its consent where Tenant is in material default beyond any applicable notice and cure period under this AgreementLease, at the time of the giving of Tenant’s notice or at any time thereafter, such withholding of consent shall be presumptively reasonable until such default is cured. In the event Landlord fails to deliver the required notice within such fifteen (15) day period, Tenant shall provide Landlord with an additional five (5) business days’ written notice (and such written notice shall expressly include the following: FAILURE TO RESPOND TO THIS NOTICE WITHIN FIVE BUSINESS DAYS FOLLOWING RECEIPT OF THIS NOTICE, SHALL BE DEEMED A WITHHOLDING OF CONSENT BY LANDLORD TO THE PROPOSED ASSIGNMENT OR SUBLETTING REFERRED TO IN THIS NOTICE) and, if Landlord does not deliver its consent or notice of its withholding of same within said additional five (5) business day period following Landlord’s receipt of such written notice, Landlord shall be deemed to have withheld its consent to the proposed assignment or subletting referred to in such notice. Except for transfers pursuant to Section 24.4, fifty percent (50%) of any and all rent paid by an assignee or subtenant in excess of the Rentals to be paid under this Lease (prorated in the event of a sublease of less than the entire Premises), after Tenant’s deduction therefrom of (i) consents tenant improvement costs paid by Tenant in order to obtain the Lease assignment and assumption of the interest of Tenant under the Leaseor subletting in question, as contemplated by this Agreement and (ii) waives its rights all reasonable brokerage commissions paid by Tenant to recapture third parties not affiliated with Tenant in order to obtain the Premises with respect Lease assignment or subletting in question, shall be paid directly to Landlord, as Additional Rent, at the assignment set forth time and place specified in this AgreementLease. Such consent and For the purposes of this Agreement Paragraph 24, the term “rent” shall not include any consideration of any kind received, or to be construed to: (a) modifyreceived, waiveby Tenant from an assignee or subtenant, release or otherwise affect any of the terms, covenants, conditions, provisions or agreements of the Lease, except as expressly set forth if such sums are related to Tenant’s interest in this Agreement; Lease or in the Premises, including, but not limited to key money, bonus money, and payments (b) waive any rights of Landlord under the Lease, including Landlord's recapture rights, except as expressly set forth in this Agreement; (c) enlarge or increase the obligations of Landlord under the Lease, except as expressly set forth in this Agreement, if at all; (d) enlarge or increase Assignee's rights and benefits in excess of the rights fair market value thereof) for Tenant’s assets, fixtures, trade fixtures, inventory, accounts, goodwill, equipment, furniture, general intangibles, and benefits applicable any capital stock or other equity ownership interest of Tenant. Any assignment or subletting without Landlord’s consent shall be voidable at Landlord’s option, and shall constitute a Default by Tenant. Landlord’s consent to any one assignment or sublease shall not constitute a waiver of the "provisions of this Paragraph 24 as to any subsequent assignment or sublease nor a consent to any subsequent assignment or sublease; further, Landlord’s consent to an assignment or sublease shall not release Tenant from Tenant" ’s obligations under the this Lease, except as expressly set forth in this Agreement; and Tenant shall remain jointly and severally liable with the assignee or (e) be a consent by Landlord to any further assignment, sublease, pledge or other transfer of the Lease, the Premises or any portion thereof, or any rights or interests therein, by Assignee (all to the extent Landlord's consent thereto is required pursuant to the terms of the Lease, as amended hereby). Notwithstanding the foregoing, Landlord may consent to subsequent sublettings and assignments of the Lease without notifying Assignor or anyone else liable under the Lease and without obtaining their consent and such action shall not relieve such persons from liability, but shall not under any circumstances increase the obligations or liabilities of Assignor under the Leasesubtenant.

Landlord’s Consent. Subject Landlord’s and Tenant’s agreement with regard to the terms and conditions Tenant’s right to transfer all or part of this Agreement, Landlord (i) consents to the assignment and assumption of the its interest of Tenant under the Lease, as contemplated by this Agreement and (ii) waives its rights to recapture in the Premises with respect to the assignment set forth in this Agreement. Such consent and this Agreement shall not be construed to: (a) modify, waive, release or otherwise affect any of the terms, covenants, conditions, provisions or agreements of the Lease, except is as expressly set forth in this AgreementParagraph 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”); provided that an assignment or sublease may occur in a Permitted Transfer (as defined below) without Landlord’s consent but otherwise in compliance with the terms of this Paragraph 13. Any assignment or subletting without Landlord’s prior written consent, except for subleases pursuant to a Permitted Transfer, shall, at Landlord’s option, be void and shall constitute an Event of Default entitling Landlord 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 withhold its consent to an assignment or sublease, it shall be 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, or materially increase the foot traffic to/from the Premises, elevator usage or security concerns in the Building, (ii) the space will be used for a 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 a foreign government or quasi-governmental agency or authority (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); (biii) waive any rights the proposed assignee or subtenant is a current tenant of the Building or has been in negotiations with Landlord under as a prospective tenant of the Lease, including Building during the six (6) months preceding Tenant’s request for Landlord's recapture rights, except as expressly set forth in this Agreement’s consent; (civ) enlarge the creditworthiness of a proposed assignee or increase subtenant is not substantially similar to the obligations then current creditworthiness of Landlord under the Lease, except as expressly set forth in this Agreement, if at allTenant; (dv) enlarge or increase Assignee's rights and benefits in excess Landlord determines that the character of the rights business that would be conducted by the proposed assignee or subtenant at the Premises, or the manner of conducting such business, would be materially inconsistent with the character of the Building as a first-class office building; (vi) the proposed assignee or subtenant is an entity or a parent, wholly-owned subsidiary or affiliate of an entity with whom Landlord or Landlord’s parent entity, wholly-owned subsidiary or affiliate is then currently in litigation; (vii) the assignment or subletting conflicts with any exclusive uses granted to other tenants of the Real Property prior to Tenant’s request for Landlord’s consent, or with the terms of any easement, covenant, condition or restriction, or other agreement affecting the Real Property and benefits applicable entered into prior to the "Tenant" under the Lease, except as expressly set forth in this Agreement’s request for Landlord’s consent; or (eviii) be the assignment or subletting would involve a consent by Landlord to any further assignment, sublease, pledge or other transfer change in use from that expressly permitted under this Lease. Landlord’s foregoing rights and options shall continue throughout the entire term of the Lease, the Premises or any portion thereof, or any rights or interests therein, by Assignee (all to the extent Landlord's consent thereto is required pursuant to the terms of the Lease, as amended hereby). Notwithstanding the foregoing, Landlord may consent to subsequent sublettings and assignments of the Lease without notifying Assignor or anyone else liable under the Lease and without obtaining their consent and such action shall not relieve such persons from liability, but shall not under any circumstances increase the obligations or liabilities of Assignor under the this Lease.

Landlord’s Consent. Subject (a) Tenant's request for consent to any transfer described in Section 9.01 shall set forth in writing the terms details of the proposed transfer, including the name, business and conditions financial condition of this Agreementthe prospective transferee, financial details of the proposed transfer (e.g., the term of and the rent and security deposit payable under any proposed assignment or sublease), and any other information Landlord deems relevant. Landlord shall have the right to withhold consent, if reasonable, or to grant consent, based on the following factors: (i) consents the business of the proposed assignee or subtenant and the proposed use of the Property; (ii) the net worth and financial reputation of the proposed assignee or subtenant; (iii) Tenant's compliance with all of its obligations under the Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If Landlord objects to a proposed assignment solely because of the net worth and/or financial reputation of the proposed assignee, Tenant may nonetheless sublease (but not assign), all or a portion of the Property to the assignment and assumption proposed transferee, but only on the other terms of the interest proposed transfer. (b) If Tenant assigns or subleases, the following shall apply: (i) Tenant shall pay to Landlord as Additional Rent under the Lease the Landlord's Share (stated in Section 1.13) of the Profit (defined below) on such transaction as and when received by Tenant, unless Landlord gives written notice to Tenant and the assignee or subtenant that Landlord's Share shall be paid by the assignee or subtenant to Landlord directly. The "Profit" means (A) all amounts paid to Tenant for such assignment or sublease, including "key" money, monthly rent in excess of the monthly rent payable under the Lease, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less (B) costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease for real estate broker's commissions and costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant is entitled to recover such costs and expenses before Tenant is obligated to pay the Landlord's Share to Landlord. The Profit in the case of a sublease of less than all the Property is the rent allocable to the subleased space as contemplated by this Agreement and a percentage on a square footage basis. (ii) waives its rights Tenant shall provide Landlord a written statement certifying all amounts to recapture be paid from any assignment or sublease of the Premises with respect Property within thirty (30) days after the transaction documentation is signed, and Landlord may inspect Tenant's books and records to verify the assignment set forth in this Agreementaccuracy of such statement. Such consent On written request, Tenant shall promptly furnish to Landlord copies of all the transaction documentation, all of which shall be certified by Tenant to be complete, true and this Agreement correct. Landlord's receipt of Landlord's Share shall not be construed to: (aa consent to any further assignment or subletting. The breach of Tenant's obligation under this Paragraph 9.05(b) modify, waive, release or otherwise affect any of the terms, covenants, conditions, provisions or agreements shall be a material default of the Lease, except as expressly set forth in this Agreement; (b) waive any rights of Landlord under the Lease, including Landlord's recapture rights, except as expressly set forth in this Agreement; (c) enlarge or increase the obligations of Landlord under the Lease, except as expressly set forth in this Agreement, if at all; (d) enlarge or increase Assignee's rights and benefits in excess of the rights and benefits applicable to the "Tenant" under the Lease, except as expressly set forth in this Agreement; or (e) be a consent by Landlord to any further assignment, sublease, pledge or other transfer of the Lease, the Premises or any portion thereof, or any rights or interests therein, by Assignee (all to the extent Landlord's consent thereto is required pursuant to the terms of the Lease, as amended hereby). Notwithstanding the foregoing, Landlord may consent to subsequent sublettings and assignments of the Lease without notifying Assignor or anyone else liable under the Lease and without obtaining their consent and such action shall not relieve such persons from liability, but shall not under any circumstances increase the obligations or liabilities of Assignor under the LeaseSection 9.06.

Landlord’s Consent. Subject Tenant shall not make any alterations, additions or improvements (collectively, “Alterations”) in or to the terms and conditions Premises or make changes to locks on doors or add, disturb or in any way change any plumbing or wiring without obtaining the prior written consent of this AgreementLandlord, Landlord (i) consents to the assignment and assumption of the interest of Tenant under the Lease, as contemplated by this Agreement and (ii) waives its rights to recapture the Premises with respect to the assignment set forth in this Agreement. Such which consent and this Agreement shall not be construed to: (a) modifyunreasonably withheld provided that the Alterations do not affect the Building’s structure, waivesafety, systems or aesthetics or cause the release or otherwise affect any of the terms, covenants, conditions, provisions or agreements of the Lease, except as expressly set forth in this Agreement; (b) waive any rights of Landlord under the Lease, including Landlord's recapture rights, except as expressly set forth in this Agreement; (c) enlarge or increase the obligations of Landlord under the Lease, except as expressly set forth in this Agreement, if at all; (d) enlarge or increase Assignee's rights and benefits in excess of the rights and benefits applicable to the "Tenant" under the Lease, except as expressly set forth in this Agreement; or (e) be a consent by Landlord to any further assignment, sublease, pledge or other transfer of the Lease, the Premises or any portion thereof, or any rights or interests therein, by Assignee (all to the extent Landlord's consent thereto is required pursuant to the terms of the Lease, as amended hereby)Hazardous Substances. Notwithstanding the foregoing, Landlord may Landlord’s consent shall not be required for interior, non-structural Alterations and cosmetic and decorative work (such as painting or wall covering) costing less than $15,000 in the aggregate over a six month period, provided that such Alterations, cosmetic or decorative work do not adversely affect utility services or plumbing or electrical lines or other systems of the Building, and shall be performed in accordance with the provisions of this Lease. Simultaneously with its requests for Landlord’s written consent to subsequent sublettings proposed Alterations, Tenant may request, in writing, that Landlord determine whether Landlord will require Tenant to remove such proposed Alterations (and assignments repair any damage caused by such removal) at the expiration or earlier termination of the Term, which determination shall be made in the reasonable discretion of Landlord, provided, however, that Landlord’s decision to require Tenant to remove any such proposed Alteration at the expiration or earlier termination of the Term shall in any event be deemed reasonable if the proposed Alteration(s) are for non-standard office installations (e.g. high density filing, internal stairways, reinforced flooring, etc.). Landlord’s failure to advise Tenant in writing regarding the removal of any approved Alterations at the expiration or earlier termination of this Lease without notifying Assignor or anyone else liable under shall be deemed a denial of Tenant’s request for consent not to remove such Alteration at the Lease and without obtaining their consent and such action end of the term. Tenant shall not relieve such persons from liability, but shall not under be required to remove any circumstances increase of the obligations or liabilities of Assignor under the Leaseinitial improvements constructed pursuant to Section 30 hereof.

Landlord’s Consent. Subject Landlord shall 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 terms Transfer within ten (10) 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 conditions if such failure continues for an additional three (3) business days after Tenant’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 this AgreementLandlord 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, Landlord (ithe “Revenue Code”) consents pursuant to the assignment and assumption 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 the interest of such occupant, assignee, manager or other transferee; (x) Tenant under the Leaseshall not furnish or render any services to an occupant, as contemplated by this Agreement and (ii) waives its rights to recapture the Premises assignee, manager or other transferee with respect to the assignment set forth in this Agreement. Such consent and this Agreement shall not whom transfer consideration is required to be construed to: (a) modifypaid, waive, release or otherwise affect any of the terms, covenants, conditions, provisions manage or agreements of the Lease, except as expressly set forth in this Agreement; (b) waive any rights of Landlord under the Lease, including Landlord's recapture rights, except as expressly set forth in this Agreement; (c) enlarge or increase the obligations of Landlord under the Lease, except as expressly set forth in this Agreement, if at all; (d) enlarge or increase Assignee's rights and benefits in excess of the rights and benefits applicable to the "Tenant" under the Lease, except as expressly set forth in this Agreement; or (e) be a consent by Landlord to any further assignment, sublease, pledge or other transfer of the Lease, 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 thereofof 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 rights similar or interests therein, by Assignee (all successor provision thereto or which could cause any other income of Landlord to the extent Landlord's consent thereto is required pursuant fail to the terms qualify as income described in Section 856(c)(2) of the Lease, as amended hereby)Revenue Code. Notwithstanding the foregoing, The parties hereby agree that it shall be reasonable under this Lease and under any applicable law for Landlord may to withhold consent to subsequent sublettings and assignments any proposed Transfer where one or more of the Lease following apply, without notifying Assignor or anyone else liable under the Lease and without obtaining their consent and such action shall not relieve such persons from liability, but shall not under any circumstances increase the obligations or liabilities of Assignor under the Lease.limitation as to other reasonable grounds for withholding consent:

Landlord’s Consent. Subject Tenant shall not enter into a Sublet without ------------------ Landlord's prior written consent. Landlord's consent shall not be unreasonably withheld provided that: (i) Tenant has requested in writing Landlord's prior consent; (ii) the proposed Subtenant is a reputable party of reasonable financial worth in light of the responsibilities involved and Tenant shall have provided Landlord with reasonable proof thereof, including without limitation such financial information as Landlord may reasonably request; (iii) Tenant is not in default at the time it requests such consent; and (iv) no alteration of the Premises will be required unless approved in writing by Landlord pursuant to Section 13 of this Lease. Tenant's request for consent shall include information reasonably sufficient to evaluate the above criteria, as well as a copy of the assignment or sublease to be signed by the proposed Subtenant, including a detailed description of the premises to be Sublet and a detailed statement of all terms and conditions of this Agreement, the proposed Sublet. Landlord (i) consents may request additional information for evaluation if Landlord reasonably deems the information submitted by Tenant to be insufficient. Landlord shall have 15 days after receipt of Tenant's written request and all required information in which to review and respond to the assignment and assumption of the interest of Tenant under the Lease, as contemplated request. Consent by this Agreement and (ii) waives its rights Landlord to recapture the Premises with respect to the assignment set forth in this Agreement. Such consent and this Agreement any one Sublet shall not be construed to: (a) modifyas relieving Tenant from obtaining Landlord's express written consent to any further Sublet. Landlord's consent to any requested Sublet shall not waive Landlord's right to refuse to consent to any other such request or to terminate this Lease if such request is made, waiveall as provided in this Lease. Each Subtenant shall agree in writing, release or otherwise affect any for the benefit of Landlord, to assume, to be bound by, and to perform the terms, covenants, conditions, provisions or agreements conditions and covenants of the this Lease to be performed by Tenant. Notwithstanding anything contained in this Lease, except as expressly set forth in Tenant shall not be released from personal liability for the performance of each term, condition and covenant of this Agreement; (b) waive any rights Lease by reason of Landlord under the Lease, including Landlord's recapture rights, except as expressly set forth in this Agreement; (c) enlarge or increase the obligations of Landlord under the Lease, except as expressly set forth in this Agreement, if at all; (d) enlarge or increase Assignee's rights and benefits in excess of the rights and benefits applicable to the "Tenant" under the Lease, except as expressly set forth in this Agreement; or (e) be a consent by Landlord to any further assignment, sublease, pledge or other transfer of the Lease, the Premises or any portion thereof, or any rights or interests therein, by Assignee (all to the extent Landlord's consent thereto is required pursuant to the terms of the Leasea Sublet, as amended hereby). Notwithstanding the foregoing, unless Landlord may consent to subsequent sublettings and assignments of the Lease without notifying Assignor or anyone else liable under the Lease and without obtaining their consent and specifically grants such action shall not relieve such persons from liability, but shall not under any circumstances increase the obligations or liabilities of Assignor under the Leaserelease in writing.

Landlord’s Consent. Subject In the event Landlord consents to any assignment or subletting, such consent shall not constitute a waiver of any of the terms and conditions restrictions of this AgreementArticle XIV and the same shall apply to each successive assignment or subletting hereunder, if any. In no event shall Landlord's consent to an assignment or subletting affect the continuing primary liability of Tenant (which, following assignment, shall be joint and several with the assignee), or relieve Tenant of any of its obligations hereunder without an express written release being given by Landlord. In the event that Landlord (i) consents shall consent to an assignment or subletting under this Article XIV, such assignment or subletting shall not be effective until the assignment and assumption assignee or sublessee shall assume all of the interest obligations of this Lease on the part of Tenant under to be performed or observed and whereby the Leaseassignee or sublessee shall agree that the provisions contained in this Lease shall, as contemplated by this Agreement and (ii) waives its rights notwithstanding such assignment or subletting, continue to recapture the Premises be binding upon it with respect to the assignment set forth in this Agreementall future assignments and sublettings. Such consent assignment or sublease agreement shall be duly executed and this Agreement a fully executed copy thereof shall be delivered to Landlord, and Landlord may collect Monthly Rent and Additional Rent due hereunder directly from the assignee or sublessee. Collection of Monthly Rent and Additional Rent directly from an assignee or sublessee shall not be construed to: (a) modify, waive, constitute a recognition of such assignee or sublessee as the Tenant hereunder or a release or otherwise affect any of Tenant from the terms, covenants, conditions, provisions or agreements performance of the Lease, except as expressly set forth in this Agreement; (b) waive any rights all of Landlord under the Lease, including Landlord's recapture rights, except as expressly set forth in this Agreement; (c) enlarge or increase the its obligations of Landlord under the Lease, except as expressly set forth in this Agreement, if at all; (d) enlarge or increase Assignee's rights and benefits in excess of the rights and benefits applicable to the "Tenant" under the Lease, except as expressly set forth in this Agreement; or (e) be a consent by Landlord to any further assignment, sublease, pledge or other transfer of the Lease, the Premises or any portion thereof, or any rights or interests therein, by Assignee (all to the extent Landlord's consent thereto is required pursuant to the terms of the Lease, as amended hereby). Notwithstanding the foregoing, Landlord may consent to subsequent sublettings and assignments of the Lease without notifying Assignor or anyone else liable under the Lease and without obtaining their consent and such action shall not relieve such persons from liability, but shall not under any circumstances increase the obligations or liabilities of Assignor under the Leasehereunder.

Landlord’s Consent. Subject to Tenant shall not, without the terms and conditions prior written consent of this Agreement, Landlord Landlord: (i) consents to assign, convey, mortgage or otherwise transfer this Lease or any interest hereunder, or sublease the assignment and assumption Leased Premises, or any part thereof, whether voluntarily or by operation of the interest of Tenant under the Lease, as contemplated by this Agreement and law; or (ii) waives permit the use of the Leased Premises by any person other than Tenant and its rights employees and contractors; or (iii) sell or transfer greater than twenty-five percent (25%), in the aggregate, of the ownership interest of Tenant. Any such assignment, sublease, transfer or use described in the preceding sentence (a "Transfer") occurring without the prior written consent of Landlord shall be void and of no effect. Landlord's consent to recapture the Premises with respect to the assignment set forth in this Agreement. Such consent and this Agreement any Transfer shall not be construed to: (a) modify, waive, release or otherwise affect any constitute a waiver of the terms, covenants, conditions, provisions or agreements of the Lease, except as expressly set forth in this Agreement; (b) waive any rights of Landlord under the Lease, including Landlord's recapture rights, except right to withhold its consent to any future Transfer. Landlord's consent to any Transfer or acceptance of Base Rent or Additional Rent from any party other than Tenant shall not release Tenant from any covenant or obligation under this Lease. Landlord may require as expressly set forth a condition to its consent to any assignment of this Lease that the assignee execute an instrument in this Agreement; (c) enlarge or increase which such assignee assumes the obligations of Tenant hereunder. If Landlord under consents to any Transfer, Tenant shall pay to Landlord fifty percent (50%) of the Lease, except as expressly set forth in this Agreement, if at all; (d) enlarge or increase Assignee's rights net amount of all rent and benefits other consideration received by Tenant in excess of the rights Base Rent, Electricity Rent and benefits applicable Additional Rent, paid by Tenant for the portion of the Leased Premises so transferred after deducting all reasonable costs incurred by Tenant in connection with such Transfer for legal and brokerage fees and the cost of any leasehold improvements or other allowances actually paid which are made in connection with such Transfer. In addition, Tenant shall pay to the "Tenant" under the Lease, except as expressly set forth in this Agreement; or (e) be a consent Landlord any reasonable attorneys' fees and expenses incurred by Landlord in connection with any proposed Transfer, whether or not Landlord consents to any further assignment, sublease, pledge or other transfer of the Lease, the Premises or any portion thereof, or any rights or interests therein, by Assignee (all to the extent Landlord's consent thereto is required pursuant to the terms of the Lease, as amended hereby). Notwithstanding the foregoing, Landlord may consent to subsequent sublettings and assignments of the Lease without notifying Assignor or anyone else liable under the Lease and without obtaining their consent and such action shall not relieve such persons from liability, but shall not under any circumstances increase the obligations or liabilities of Assignor under the LeaseTransfer.

Landlord’s Consent. Subject In the event Landlord consents to any assignment or subletting, such consent shall not constitute a waiver of any of the terms and conditions restrictions of this Agreement, Landlord (i) consents Article 14 and the same shall apply to the each successive assignment and assumption of this Lease or subletting of the interest Premises (or portion of the Premises), if any. In no event shall Landlord's consent to an assignment or subletting affect the continuing primary liability of Tenant (which, following assignment, shall be joint and several with the assignee(s)), or relieve Tenant of any of its obligations hereunder without an express written release being given by Landlord. In the event that Landlord shall consent to an assignment or subletting under this Article 14, such assignment or subletting shall not be effective until the Leaseassignee or sublessee shall execute, as contemplated by acknowledge and deliver to Landlord an agreement, in form and substance satisfactory to Landlord, whereby assignee or sublessee shall assume all of the obligations of this Agreement Lease on the part of Tenant to be performed or observed and (ii) waives its rights whereby the assignee or sublessee shall agree that the provisions contained in this Lease shall, notwithstanding such assignment or subletting, continue to recapture the Premises be binding upon it with respect to the assignment set forth in this Agreementall future assignments and sublettings. Such consent assignment or sublease agreement shall be duly executed and this Agreement a fully executed copy thereof shall be delivered to Landlord, and Landlord may collect Monthly Rent and Additional Rent due hereunder directly from the assignee or sublessee. Collection of Monthly Rent and Additional Rent directly from an assignee or sublessee shall not be construed to: (a) modify, waive, release constitute a consent or otherwise affect any a waiver of the terms, covenants, conditions, provisions or agreements necessity of the Lease, except as expressly set forth in this Agreement; (b) waive any rights of Landlord under the Lease, including Landlord's recapture rights, except as expressly set forth in this Agreement; (c) enlarge or increase the obligations of Landlord under the Lease, except as expressly set forth in this Agreement, if at all; (d) enlarge or increase Assignee's rights and benefits in excess of the rights and benefits applicable to the "Tenant" under the Lease, except as expressly set forth in this Agreement; or (e) be a consent by Landlord to any further assignment, sublease, pledge or other transfer of the Lease, the Premises or any portion thereof, or any rights or interests therein, by Assignee (all to the extent Landlord's consent thereto is required pursuant to the terms of the Lease, as amended hereby). Notwithstanding the foregoing, Landlord may consent to subsequent sublettings and assignments such assignment or subletting, nor shall such collection constitute a recognition of such assignee or sublessee as the Lease without notifying Assignor Tenant hereunder or anyone else liable under a release of Tenant from the Lease and without obtaining their consent and such action shall not relieve such persons from liability, but shall not under any circumstances increase the performance of all of its obligations or liabilities of Assignor under the Leasehereunder.

Landlord’s Consent. Subject Landlord's and Tenant's agreement with regard to the terms and conditions Tenant's right to transfer all or part of this Agreement, Landlord (i) consents to the assignment and assumption of the its interest of Tenant under the Lease, as contemplated by this Agreement and (ii) waives its rights to recapture in the Premises with respect to the assignment set forth in this Agreement. Such consent and this Agreement shall not be construed to: (a) modify, waive, release or otherwise affect any of the terms, covenants, conditions, provisions or agreements of the Lease, except is as expressly set forth in this AgreementParagraph 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"). Except where Landlord's 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 an assignment or sublease, it shall be 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 increased probability of the comfort and/or safety of Landlord and other tenants in the Building being compromised or reduced, (ii) the space will be used for a 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); (biii) waive any rights the proposed assignee or subtenant is a current tenant of the Building, or is a prospective tenant of the Building with whom Landlord under has entered into a letter of intent (or similar document) or exchanged an offer and counteroffer, and in either such case, Landlord has or will have, in the Leaseapplicable delivery period, available space in the Building that is comparable to the Premises or the portion thereof subject to such subletting, as applicable, or that otherwise meets such tenant's or prospective tenant's needs (including Landlord's recapture rights, except as expressly set forth in this Agreementdelivery schedule); (civ) enlarge Landlord reasonably disapproves of the proposed assignee or increase the obligations of Landlord under the Lease, except as expressly set forth in this Agreement, if at allsubtenant's reputation or creditworthiness; (dv) enlarge or increase Assignee's rights and benefits in excess Landlord reasonably determines that the character of the rights and benefits applicable 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 assignment or subletting may conflict with any exclusive uses granted to other tenants of the "Tenant" 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 the this Lease, except as expressly set forth in this Agreement; or (eviii) Landlord reasonably determines that there is a material risk that the proposed assignee may be a consent by Landlord unable to any further assignment, 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, pledge or other transfer of the Lease, the Premises or any portion thereof, or any rights or interests therein, by Assignee (all to the extent . Landlord's consent thereto is required pursuant to foregoing rights and options shall continue throughout the terms entire term of the Lease, as amended hereby). Notwithstanding the foregoing, Landlord may consent to subsequent sublettings and assignments of the Lease without notifying Assignor or anyone else liable under the Lease and without obtaining their consent and such action shall not relieve such persons from liability, but shall not under any circumstances increase the obligations or liabilities of Assignor under the this Lease.

Landlord’s Consent. Subject CONDITIONS. Tenant shall not make or permit to be made any alterations, additions, or improvements in or to the terms and conditions Premises ("ALTERATIONS") without first obtaining the prior written consent of this AgreementLandlord, Landlord which will not be unreasonably withheld. Landlord's consent shall be requested in writing not less than fifteen (i15) consents business days prior to the assignment scheduled and assumption actual commencement of the interest of Tenant under the Lease, as contemplated by this Agreement and (ii) waives its rights to recapture the Premises with respect to the assignment set forth in this Agreementany work therein. Such consent and this Agreement shall not be construed to: All such Alterations (a) modifyshall comply with all applicable Laws, waive, release or otherwise affect any of the terms, covenants, conditions, provisions or agreements of the Lease, except as expressly set forth in this Agreement; (b) waive any rights of Landlord under shall be compatible (as determined in good faith by Landlord) with the LeaseBuilding and its mechanical, including Landlord's recapture rightselectrical, except as expressly set forth in this Agreementheating, ventilating, air-conditioning and life safety systems; (c) enlarge shall not interfere with the use and occupancy of any other portion of the Building or increase the obligations of Landlord under the Lease, except as expressly set forth in this Agreement, if at allProject by any other tenant or their invitees; (d) enlarge or increase Assignee's rights and benefits in excess shall not be visible from the exterior of the rights Building or from any Common Areas; and benefits applicable to the "Tenant" under the Lease, except as expressly set forth in this Agreement; or (e) be a consent by Landlord to any further assignment, sublease, pledge or other transfer shall not affect the integrity of the Lease, the Premises or any portion thereof, or any rights or interests therein, by Assignee (all to the extent Landlord's consent thereto is required pursuant to the terms structural portions of the Lease, as amended hereby)Building. Notwithstanding the foregoingIn addition, Landlord may impose as a condition to such consent such additional requirements as Landlord in its reasonable discretion deems necessary or desirable, including, without limitation: (A) Tenant's submission to subsequent sublettings Landlord, for Landlord's prior written approval, of all plans and assignments specifications relating to the Alterations; (B) Landlord's prior written approval of the Lease without notifying Assignor time or anyone else liable under times when the Lease Alterations are to be performed; (C) Landlord's prior written approval of the contractors and without obtaining their consent subcontractors performing work in connection with the Alterations; (D) Tenant's receipt of all necessary permits and approvals from all governmental authorities having jurisdiction over the Premises prior to the construction of the Alterations; (E) Tenant's written notice of whether the Alterations include the Handling of any Hazardous Materials; (F) Tenant's delivery to Landlord of such action bonds and insurance as Landlord shall not relieve such persons from liabilitycustomarily require; (G) Tenant's payment to Landlord within ten (10) days of written demand therefor of all costs and expenses incurred by Landlord because of Tenant's Alterations, including, but not limited to, costs incurred in reviewing the plans and specifications for, and the progress of, the Alterations; and (H) Tenant's (and Tenant's contractor's) compliance with such construction rules and regulations and building standards as Landlord may promulgate from time to time. All direct and indirect costs relating to any modifications, alterations or improvements of the Project or the Building, whether outside or inside of the Premises, required by any governmental agency or by Law as a condition or as the result of any Alteration requested or effected by Tenant (other than the Improvements constructed pursuant to Exhibit C or the initial improvement of any Expansion Space) shall not under any circumstances increase the obligations be borne by Tenant, and in connection therewith, Landlord may elect to perform such modifications, alterations or liabilities of Assignor under the Leaseimprovements (at Tenant's sole cost and expense) or require such performance directly by Tenant.

Landlord’s Consent. Subject Landlord will not unreasonably withhold or delay its consent to the terms and conditions Tenant’s assignment of this Agreement, Lease or subletting the space leased hereunder. Landlord (i) consents to the assignment and assumption of the interest of Tenant under the Lease, as contemplated by this Agreement and (ii) waives its rights to recapture the Premises with respect to the assignment set forth in this Agreement. Such consent and this Agreement shall not be construed todeemed to have 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: (a) modify, waive, release or otherwise affect Tenant is then in default beyond any of the terms, covenants, conditions, provisions or agreements of the Lease, except as expressly set forth in this Agreementapplicable grace period hereunder; (b) waive any rights notice of Landlord termination of this Lease or termination of Tenant’s possession shall have been given under the Lease, including Landlord's recapture rights, except as expressly set forth in this AgreementArticle 18 hereof; (c) enlarge 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 increase the obligations remaining portion of Landlord under the LeasePremises will violate any city, except as expressly set forth in this Agreementstate or federal law, if at allordinance or regulation, including, without limitation, any applicable building code or zoning ordinances; (d) enlarge or increase Assignee's rights and benefits in excess the proposed use of the rights and benefits applicable to Premises by the "Tenant" under subtenant or assignee does not conform with the uses permitted by this Lease, except as expressly set forth in this Agreement; or (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 a 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 withholding consent, whether similar to or dissimilar from the foregoing examples. Any consent by Landlord to a proposed assignment or sublease shall in any further assignment, sublease, pledge or other transfer of the Lease, the Premises or any portion thereof, or any rights or interests therein, by Assignee (all to the extent Landlord's consent thereto is required pursuant event be subject to the terms of the Lease, as amended hereby). Notwithstanding the foregoing, Landlord may consent to subsequent sublettings and assignments of the Lease without notifying Assignor or anyone else liable under the Lease and without obtaining their consent and such action shall not relieve such persons from liability, but shall not under any circumstances increase the obligations or liabilities of Assignor under the LeaseSection 14.2 hereinabove.

Landlord’s Consent. Subject Landlord’s and Tenant’s agreement with regard to the terms and conditions Tenant’s right to transfer all or part of this Agreement, Landlord (i) consents to the assignment and assumption of the its interest of Tenant under the Lease, as contemplated by this Agreement and (ii) waives its rights to recapture in the Premises with respect to the assignment set forth in this Agreement. Such consent and this Agreement shall not be construed to: (a) modify, waive, release or otherwise affect any of the terms, covenants, conditions, provisions or agreements of the Lease, except is as expressly set forth in this Agreement; (b) waive any rights of Landlord under the Lease, including Landlord's recapture rightsParagraph 13. Tenant agrees that, except as otherwise expressly set forth in this Agreement; 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 (ccollectively, an “assignment”) enlarge and neither the Premises nor any part thereof shall be sublet or increase the obligations of Landlord under the Leasebe used or occupied for any purpose by anyone other than Tenant (collectively, except 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 AgreementParagraph 13, if any assignment or subletting without Landlord’s prior written consent shall, at allLandlord’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 an assignment or sublease, it shall be reasonable for Landlord to withhold its consent where: (i) Landlord reasonably disapproves of the proposed assignee’s or subtenant’s reputation or creditworthiness (taking into consideration Tenant’s ongoing liability hereunder); (dii) enlarge or increase Assignee's rights and benefits in excess Landlord reasonably determines that the character of the rights and benefits applicable to business that would be conducted by the "Tenant" 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) the assignment or subletting would involve a change in use from that expressly permitted under the this Lease, except as expressly set forth in this Agreement; or (eiv) as of the date Tenant requests Landlord’s consent or as of the date Landlord responds thereto, a breach or default by Tenant under this Lease shall have occurred and be a consent by Landlord to any further assignmentcontinuing. Landlord’s foregoing rights and options shall continue throughout the entire term of this Lease. For purposes of this Paragraph 13, the following events shall be deemed an assignment or sublease, pledge as appropriate: (i) the issuance of equity interests (whether stock, partnership interests or other transfer of the Lease, the Premises otherwise) in Tenant or any portion thereofassignee, or any rights entity controlling any of them, to any person or interests thereingroup 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 any entity controlling any of them, in a single transaction or a series of related or unrelated transactions (including, without limitation, by Assignee (all to consolidation, merger, acquisition or reorganization), except that the extent Landlord's consent thereto is required pursuant to the terms transfer of the Lease, as amended hereby). Notwithstanding the foregoing, Landlord may consent to subsequent sublettings and assignments of the Lease without notifying Assignor or anyone else liable under the Lease and without obtaining their consent and such action shall not relieve such persons from liability, but shall not under any circumstances increase the obligations or liabilities of Assignor under the Lease.1005628.07/SF 375170-00002/11-24-16/mrm/mrm -30-

Landlord’s Consent. Subject Tenant shall 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 benefit of Landlord, to assume, to be bound by, and to perform and observe the terms terms, covenants and conditions of this AgreementLease 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, Landlord 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) consents to the assignment and assumption of the interest of Tenant under the Lease, as contemplated by this Agreement and (ii) waives its rights to recapture the Premises with respect to the assignment set forth in this Agreement. Such consent and this Agreement shall not be construed to: (a) modify, waive, release or otherwise affect released from personal liability for the performance of any of the terms, covenantscovenants and conditions of this Lease by reason of Landlord’s consent to a Sublet unless Landlord specifically grants such release in writing (it being agreed that Landlord has no obligation to do so), conditions, provisions or agreements and (ii) 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 Lease, except as expressly set forth Property or is a third party which is already involved in this Agreement; (b) waive any rights of Landlord under the Lease, including Landlord's recapture rights, except as expressly set forth in this Agreement; (c) enlarge or increase the obligations of Landlord under the Lease, except as expressly set forth in this Agreement, if at all; (d) enlarge or increase Assignee's rights and benefits in excess of the rights and benefits applicable to the "Tenant" under the Lease, except as expressly set forth in this Agreement; or (e) be a consent by 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 any further assignmentrequested Sublet, sublease, pledge or other transfer of it shall be deemed reasonable for Landlord to withhold such consent if the Lease, proposed Subtenant would use the Premises or for any portion thereof, or any rights or interests therein, by Assignee (all to the extent Landlord's consent thereto is required pursuant to the terms of the Lease, as amended hereby). Notwithstanding the foregoing, Landlord may consent to subsequent sublettings and assignments of the Lease without notifying Assignor or anyone else liable under the Lease and without obtaining their consent and such action shall not relieve such persons from liability, but shall not under any circumstances increase the obligations or liabilities of Assignor under the Leaseuse other than for general office purposes.

Landlord’s Consent. Subject If Landlord does not exercise its Right ------------------ to terminate pursuant to Paragraph 24.2(b) within thirty (30) days after receipt of Tenant's notice or if a proposed sublease is not subject to the provisions of Paragraph 24.2(b), Landlord shall not unreasonably withhold or delay its consent to the proposed assignment or subletting, on the terms and conditions specified in said notice. If Tenant's notice fails to state that it constitutes an offer to terminate the Lease as may be required pursuant to Paragraph 24.2(a), such notice shall be deemed insufficient for the purposes of this AgreementParagraph 24.2, and Landlord may withhold its consent to the proposed assignment or subletting in Landlord's absolute discretion. Without otherwise limiting the criteria upon which Landlord may withhold its consent to any proposed assignment or sublease, if Landlord withholds its consent where Tenant is in default at the time of the giving of Tenant's notice or at any time thereafter, or where the net worth of the proposed assignee or subtenant (according to generally accepted accounting principles) is less than the greater of (i) consents the net worth of Tenant immediately prior to the assignment and assumption of the interest of Tenant under the Lease, as contemplated by this Agreement and or sublease (ii) waives its rights to recapture or the Premises with respect to net worth of Tenant at the assignment set forth in time this AgreementLease is executed, such withholding of consent shall be presumptively reasonable. Such consent Fifty percent (50%) of any and this Agreement shall not be construed to: (a) modify, waive, release all rent paid by an assignee or otherwise affect any of the terms, covenants, conditions, provisions or agreements of the Lease, except as expressly set forth in this Agreement; (b) waive any rights of Landlord under the Lease, including Landlord's recapture rights, except as expressly set forth in this Agreement; (c) enlarge or increase the obligations of Landlord under the Lease, except as expressly set forth in this Agreement, if at all; (d) enlarge or increase Assignee's rights and benefits subtenant in excess of the rights Rentals to be paid under this Lease (prorated in the event of a sublease of less than the entire Premises), after Tenant's deduction therefrom of all reasonable costs to effect the assignment or subletting, including without limitation, brokerage commissions, attorneys' fees, and benefits applicable the cost of leasehold improvements or alterations installed or redecorating performed by Tenant for the sublessee, shall be paid directly to Landlord, as Additional Rent, at the "Tenant" under the Lease, except as expressly set forth time and place specified in this Agreement; Lease. For the purposes of this Paragraph 24, the term "rent" shall include any consideration of any kind received, or to be received, by Tenant from an assignee or subtenant, if such sums are related to Tenant's interest in this Lease or in the Premises, including, but not limited to key money, bonus money, and payments (ein excess of the fair market value thereof) be a consent by Landlord to for Tenant's assets, fixtures, trade fixtures, inventory, accounts, goodwill, equipment, furniture, general intangibles, and any further assignment, sublease, pledge capital stock or other transfer equity ownership interest of the Lease, the Premises Tenant. Any assignment or any portion thereof, or any rights or interests therein, by Assignee (all to the extent subletting without Landlord's consent thereto is required pursuant shall be voidable at Landlord's option, and shall constitute a Default by Tenant. Landlord's consent to the terms any one assignment or sublease shall not constitute a waiver of the provisions of this Paragraph 24 as to any subsequent assignment or sublease nor a consent to any subsequent assignment or sublease; further, Landlord's consent to an assignment or sublease shall not release Tenant from Tenant's obligations under this Lease, as amended hereby). Notwithstanding and Tenant shall remain jointly and severally liable with the foregoing, Landlord may consent to subsequent sublettings and assignments of the Lease without notifying Assignor assignee or anyone else liable under the Lease and without obtaining their consent and such action shall not relieve such persons from liability, but shall not under any circumstances increase the obligations or liabilities of Assignor under the Leasesubtenant.

Landlord’s Consent. Subject Landlord's and Tenant's agreement with regard to the terms and conditions Tenant's right to transfer all or part of this Agreement, Landlord (i) consents to the assignment and assumption of the its interest of Tenant under the Lease, as contemplated by this Agreement and (ii) waives its rights to recapture in the Premises with respect to the assignment set forth in this Agreement. Such consent and this Agreement shall not be construed to: (a) modify, waive, release or otherwise affect any of the terms, covenants, conditions, provisions or agreements of the Lease, except is as expressly set forth in this Agreement; Paragraph 16. Except upon Landlord's prior written consent, which consent shall not (subject to Landlord's rights under Paragraph 16 (b), below) waive 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"). Tenant agrees that any instrument by which Tenant assigns or sublets all or any portion of the Premises shall expressly provide that the subtenant or assignee may not further assign or sublet the assigned or sublet space without Landlord's prior written consent and that the assignee or subtenant will comply with all of the provisions of this Lease and that Landlord may enforce the Lease provisions directly against such assignee or subtenant. 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 terminate this Lease and to exercise all other remedies provided in Paragraph 27 of this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal options, expansion options, rights of Landlord under first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the LeaseBuilding, including Landlord's recapture rightssuch rights and/or options shall not run to the subtenant or assignee, except as expressly set forth in this Agreement; (c) enlarge or increase it being agreed by the obligations of Landlord under the Leaseparties hereto that any such, except as expressly set forth in this Agreement, if at all; (d) enlarge or increase Assignee's rights and benefits in excess of the rights options are personal to Tenant named herein and benefits applicable to the "Tenant" under the Lease, except as expressly set forth in may not be transferred. In no event shall Tenant assign this Agreement; Lease or (e) be a consent by Landlord to any further assignment, sublease, pledge or other transfer of the Lease, sublet the Premises or any portion thereofthereof to any then existing tenant of said Building, without Landlord's consent, which consent may be withheld in Landlord's sole discretion. Tenant shall pay Landlord's reasonable costs incurred in connection with Tenant's request to assign this Lease or sublet the Premises, regardless whether or not the Landlord consents to the proposed transfer. If Tenant is a corporation or a partnership, the transfer (as a consequence of a single transaction or any rights number of separate transactions) of fifty percent (50%) or more of the beneficial ownership interest of the voting stock of Tenant issued and outstanding as of the date hereof or of the partnership interests thereinin Tenant, by Assignee (all to as the extent case may be, shall not constitute an assignment for which Landlord's consent thereto is required pursuant as provided in this Paragraph 16. provided, however, that if Tenant is a publicly traded corporation, transfers of Tenant's stock through a nationally recognized stock exchange, including an initial public offering of Tenant's stock, shall not constitute an assignment requiring Landlord's consent in addition. Tenant may assign or sublet this Lease, without Landlord's consent, to the terms any corporation or other entity which controls, is controlled by, or is under common control with Tenant, or to any corporation or other entity resulting from a merger, reorganization or consolidation with Tenant, or to any person or entity which acquires a controlling interest in Tenant's stock or substantially all of the Leaseassets of Tenant as a going concern (collectively, an "AFFILIATE"), provided that, as amended hereby). Notwithstanding to an assignment to an Affiliate, the foregoing, Landlord may consent to subsequent sublettings and assignments Affiliate assumes in writing all of the Lease without notifying Assignor or anyone else liable Tenant's remaining obligations under the this Lease and without obtaining their consent and that Tenant gives Landlord such action reasonable information as Landlord shall not relieve such persons from liability, but shall not under any circumstances increase reasonably request regarding the obligations or liabilities of Assignor under the LeaseAffiliate.

Landlord’s Consent. Subject If Tenant requests Landlord's consent to an assignment of this Lease or to a subletting of the whole or any part of the Demised Premises, Tenant shall submit to Landlord the name of the proposed assignee or subtenant and such information as to the terms nature of its business and conditions its financial responsibility, capability and status as Landlord may reasonably require, and amount of this Agreementrent to be paid, and the effective date of the proposed assignment or sublease. Upon receipt of such request and information from and/or about the Tenant's proposed assignee or subtenant, Landlord (i) consents shall have the right, exercisable by notice within a reasonable period thereafter in writing to approve or disapprove of such proposed transaction or to cancel and terminate this Lease if the request is to assign this Lease or to sublet all of the Demised Premises, or if the request is to sublet a portion of the Demised Premises only, to cancel and terminate this Lease as to such portion. Such decision shall be binding upon the Tenant. No effective date of such proposed transaction shall be prior to the assignment and assumption completion of the interest of Tenant under the Lease, as contemplated by this Agreement and (ii) waives its rights to recapture the Premises with respect to the assignment procedures set forth in this Agreementparagraph 13.3. Such consent and Notwithstanding any approval by Landlord pursuant hereto, no such assignment or subletting shall, in any manner whatsoever, operate to or have the effect of releasing or discharging Tenant from any obligation or performance required of Tenant under any provision of this Agreement Lease. If Landlord shall not be construed to: (a) modify, waive, release or otherwise affect any exercise such right Tenant shall surrender possession of the terms, covenants, conditions, provisions entire Leased Premises or agreements the portion which is the subject of the Leaseright, except as expressly the case may be, on the date set forth in such notice in accordance with the provisions of this Agreement; (b) waive any rights of Landlord under the Lease, including Landlord's recapture rights, except as expressly set forth in this Agreement; (c) enlarge or increase the obligations of Landlord under the Lease, except as expressly set forth in this Agreement, if at all; (d) enlarge or increase Assignee's rights and benefits in excess Lease relating to surrender of the rights and benefits applicable to Leased Premises at the "Tenant" under the Lease, except as expressly set forth in this Agreement; or (e) be a consent by Landlord to any further assignment, sublease, pledge or other transfer expiration of the LeaseTerm. If this Lease shall be cancelled as to a portion of the Leased Premises only, the Premises or base rent (together with any portion thereof, or any rights or interests escalations therein, ) payable by Assignee (all to the extent Landlord's consent thereto is required pursuant to the terms of the Lease, as amended hereby). Notwithstanding the foregoing, Landlord may consent to subsequent sublettings and assignments of the Tenant under this Lease without notifying Assignor or anyone else liable under the Lease and without obtaining their consent and such action shall not relieve such persons from liability, but shall not under any circumstances increase the obligations or liabilities of Assignor under the Leasebe abated proportionately.