Common use of Lessor's Consent Required Clause in Contracts

Lessor's Consent Required. Except as provided in Section 11.02, Lessee shall not voluntarily or by operation of law assign, transfer, mortgage, sublet, license or otherwise transfer or encumber all or any part of Lessee’s interest in this Lease or in the Premises or any part thereof, without Lessor’s prior written consent, which Lessor shall not unreasonably withhold, condition or delay. Lessor shall respond in writing to Lessee’s request for consent hereunder within fifteen (15) business days of Lessor’s receipt of Lessee’s request therefor, or within any extended time period necessary in order for Lessor to receive a response from Lessor’s lender, and any attempted assignment, transfer, mortgage, encumbrance, subletting or licensing without such consent shall be void, and shall constitute a breach of this Lease. If Lessor refuses to consent to Lessee’s request, it shall specifically state in its response to Lessee the reason(s) for denying such consent. By way of example, but not limitation, reasonable grounds for denying consent include: (i) poor credit history or insufficient financial strength of transferee, (ii) transferee’s intended use of the Premises is inconsistent with the permitted use and will materially and adversely affect Lessor’s interest. Lessee shall reimburse Lessor upon demand for Lessor’s reasonable costs and expenses (including attorneys’ fees, architect fees and engineering fees) involved in reviewing any request for consent whether or not consent is granted. Notwithstanding any other provisions of this Lease, if (i) the proposed assignee or sublessee has been required by any prior landlord, lender or governmental authority to take remedial action in connection with Hazardous Materials contaminating a property, where the contamination resulted from such party’s action or use of the property in question, (ii) the proposed assignee or sublessee is subject to any enforcement order issued by any governmental authority in connection with the use, storage, handling, treatment, generation, release or disposal of hazardous materials (including, without limitation, any order related to the failure to make a required reporting to any governmental authority), or (iii) because of the existence of a pre-existing environmental condition in the vicinity of or underlying the Project, the risk that Lessor would be targeted as a responsible party in connection with the remediation of such pre-existing environmental condition would be materially increased or exacerbated by the proposed use of Hazardous Materials by such proposed assignee or sublessee, Lessor shall have the absolute right to refuse to consent to any assignment or subletting to any such party.

Lessor's Consent Required. Except as provided in Section 11.02, (a) Lessee shall not voluntarily or by operation of law assign, transfer, mortgage, sublet, license mortgage or otherwise transfer or encumber (collectively, "ASSIGNMENT") or sublet all or any part of Lessee’s 's interest in this Lease or in the Premises or any part thereof, without Lessor’s 's prior written consent given under and subject to the terms of Paragraph 36. (b) A change in the control of Lessee shall constitute an assignment requiring Lessor's consent, which Lessor shall not unreasonably withhold, condition or delay. Lessor shall respond in writing to Lessee’s request for consent hereunder within fifteen (15) business days of Lessor’s receipt of Lessee’s request therefor, or within any extended time period necessary in order for Lessor to receive a response from Lessor’s lender, and any attempted assignment, The transfer, mortgage, encumbrance, subletting on a cumulative basis. of twenty-five percent (25%) or licensing without such consent shall be void, and more of the voting control of Lessee shall constitute a breach change in control for this purpose. (c) The involvement of Lessee or its assets in any transaction, or series of transactions (by way of merger, sale, acquisition, financing, refinancing. transfer, leveraged buy-out or otherwise), whether or not a formal assignment or hypothecation of this LeaseLease or (d) An assignment or subletting of Lessees interest in this Lease without Lessor's specific prior written consent shall, at Lessor's option, be a Default curable after, notice per Paragraph 13.1 (c), or a noncurable Breach without the necessity of any notice and grace period. If Lessor refuses elects to consent treat such unconsented to Lessee’s request, it shall specifically state in its response to Lessee the reason(s) for denying such consent. By way of example, but not limitation, reasonable grounds for denying consent include: (i) poor credit history assignment or insufficient financial strength of transferee, (ii) transferee’s intended use of the Premises is inconsistent with the permitted use and will materially and adversely affect Lessor’s interest. Lessee shall reimburse Lessor upon demand for Lessor’s reasonable costs and expenses (including attorneys’ fees, architect fees and engineering fees) involved in reviewing any request for consent whether or not consent is granted. Notwithstanding any other provisions of this Lease, if (i) the proposed assignee or sublessee has been required by any prior landlord, lender or governmental authority to take remedial action in connection with Hazardous Materials contaminating a property, where the contamination resulted from such party’s action or use of the property in question, (ii) the proposed assignee or sublessee is subject to any enforcement order issued by any governmental authority in connection with the use, storage, handling, treatment, generation, release or disposal of hazardous materials (including, without limitation, any order related to the failure to make a required reporting to any governmental authority), or (iii) because of the existence of a pre-existing environmental condition in the vicinity of or underlying the Project, the risk that Lessor would be targeted subletting as a responsible party in connection with the remediation of such pre-existing environmental condition would be materially increased or exacerbated by the proposed use of Hazardous Materials by such proposed assignee or sublesseenoncurable Breach, Lessor shall have the absolute right to refuse either: (i) terminate this Lease, or (ii) upon thirty (30) days written notice ("Lessor's Notice"), increase the monthly Base Rent to consent fair market rental value or one hundred ten percent (110%) of the Base Rent then in effect, whichever is greater. Pending determination of the new fair market rental value, if disputed by Lessee. Lessee shall pay the amount set forth in Lessor's Notice, with any overpayment credited against the next installment(s) of Base Rent coming due, and any underpayment for the period retroactively to the effective date of the adjustment being due and payable immediately upon the determination thereof. Further, in the event of such Breach and market value adjustment, (i) the purchase price of any assignment option to purchase the Premises hold by Lessee shall be subject to similar adjustment to the then fair market value (without the Lease being considered an encumbrance or subletting any deduction for depreciation or obsolescence, and considering the Premises at its highest and best use and in good condition), or one hundred ton percent (110%) of the price previously in effect, whichever is greater, (ii) any index-oriented rental or price adjustment formulas contained in this Lease shall be adjusted to require that the base index be determined with reference to the index applicable to the time of such adjustment, and (iii) any such partyfixed rental adjustments scheduled during the remainder of the Lease term shall be increased in the same ratio as the now market rental bears to the Base Rent in effect immediately prior to the market value adjustment. (e) Lessee's remedy for any breach of this Paragraph 12.1 by Lessor shall be limited to compensatory damages and injunctive relief.

Lessor's Consent Required. Except as provided in Section 11.02, Lessee shall not voluntarily or by operation of law assign, transfer, mortgage, sublet, license or otherwise transfer or encumber all or any part of Lessee’s 's interest in this Lease or in the Premises or any part thereof, without Lessor’s 's prior written consent, consent within fifteen (15) business days after Lessor's receipt of a signed Letter of Intent and complete financial information concerning the proposed transferee which Lessor shall not unreasonably withhold, condition or delay, provided that if Lessor fails to respond within said fifteen (15) business days, it shall be deemed to have withheld consent. Lessor shall respond in writing to Lessee’s 's request for consent hereunder within fifteen (15) business days of Lessor’s receipt of Lessee’s request therefor, or within any extended time period necessary in order for Lessor to receive a response from Lessor’s lender, 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. If Lessor refuses to consent to Lessee’s request, it shall specifically state in its response to Lessee the reason(s) for denying such consent. By way of example, but not limitation, reasonable grounds for denying consent include: (i) poor credit history or insufficient financial strength of transferee, (ii) transferee’s 's intended use of the Premises is inconsistent with the permitted use and or will materially and adversely affect Lessor’s 's interest. Lessee shall reimburse Lessor upon demand for Lessor’s 's reasonable costs and expenses (including attorneys’ ' fees, architect fees and engineering fees) involved in reviewing renewing any request for consent whether or not consent is granted. Notwithstanding any other provisions of this Lease, if (i) the proposed assignee or sublessee has been required by any prior landlord, lender or governmental authority to take remedial action in connection with Hazardous Materials contaminating a property, where the contamination resulted from such party’s action or use of the property in question, (ii) the proposed assignee or sublessee is subject to any enforcement order issued by any governmental authority in connection with the use, storage, handling, treatment, generation, release or disposal of hazardous materials (including, without limitation, any order related to the failure to make a required reporting to any governmental authority), or (iii) because of the existence of a pre-existing environmental condition in the vicinity of or underlying the Project, the risk that Lessor would be targeted as a responsible party in connection with the remediation of such pre-existing environmental condition would be materially increased or exacerbated by the proposed use of Hazardous Materials by such proposed assignee or sublessee, Lessor shall have the absolute right to refuse to consent to any assignment or subletting to any such party.

Lessor's Consent Required. Except as provided in Section 11.02, Lessee shall not voluntarily or by operation of law assign, transfer, mortgage, sublet, license or otherwise transfer or encumber all or any part of Lessee’s interest in this Lease or in the Premises or any part thereof, without Lessor’s prior written consent, consent within fifteen (15) business days after Lessor’s receipt of a signed Letter of Intent and complete financial information concerning the proposed transferee which Lessor shall not unreasonably withhold, condition or delay, provided that if Lessor fails to respond within said fifteen (15) business days, it shall be deemed to have withheld consent. Lessor shall respond in writing to Lessee’s request for consent hereunder within fifteen (15) business days of Lessor’s receipt of Lessee’s request therefor, or within any extended time period necessary in order for Lessor to receive a response from Lessor’s lender, 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. If Lessor refuses to consent to Lessee’s request, it shall specifically state in its response to Lessee the reason(s) for denying such consent. By way of example, but not limitation, reasonable grounds for denying consent include: (i) poor credit history or insufficient financial strength of transferee, (ii) transferee’s intended use of the Premises is inconsistent with the permitted use and or will materially and adversely affect Lessor’s interest. Lessee shall reimburse Lessor upon demand for Lessor’s reasonable costs and expenses (including attorneys’ fees, architect fees and engineering fees) involved in reviewing renewing any request for consent whether or not consent is granted. Notwithstanding any other provisions of this Lease, if (i) the proposed assignee or sublessee has been required by any prior landlord, lender or governmental authority to take remedial action in connection with Hazardous Materials contaminating a property, where the contamination resulted from such party’s action or use of the property in question, (ii) the proposed assignee or sublessee is subject to any enforcement order issued by any governmental authority in connection with the use, storage, handling, treatment, generation, release or disposal of hazardous materials (including, without limitation, any order related to the failure to make a required reporting to any governmental authority), or (iii) because of the existence of a pre-existing environmental condition in the vicinity of or underlying the Project, the risk that Lessor would be targeted as a responsible party in connection with the remediation of such pre-existing environmental condition would be materially increased or exacerbated by the proposed use of Hazardous Materials by such proposed assignee or sublessee, Lessor shall have the absolute right to refuse to consent to any assignment or subletting to any such party.

Lessor's Consent Required. Except as provided in Section 11.02, Lessee shall not convey, transfer, sublease, assign, hypothecate, encumber, or otherwise dispose of this Lease or any right, title or interest therein (including without limitation with respect to Parking Spaces), whether voluntarily or by operation of law assign(“Transfer”), transferand without the prior written consent of Lessor, mortgage, sublet, license or otherwise transfer or encumber all or any part of Lesseewhich may be withheld in Lessor’s interest in sole discretion. Any such Transfer shall be void and/or shall terminate this Lease or in at the option of Lessor. In no event (i) shall Lessee be entitled to sublease the Premises or assign this Lease so that the Premises are occupied by more than one (1) tenant, nor (ii) shall Lessee be entitled to sublease the Premises or assign this Lease to any part thereofother tenant in the Building. If Lessor consents to any Transfer, without Lessor may impose on Lessee or the transferee such conditions as Lessor’s prior written consent, which Lessor shall not unreasonably withholdin its sole and absolute discretion, condition or delaydeems appropriate. Lessor shall respond in writing to Lessee’s request for consent hereunder to a Transfer must describe in reasonable detail the parties involved, the financial condition of the proposed transferee, the proposed use of the Premises, the consideration to be paid by the proposed transferee, and other terms and conditions of the proposed Transfer, and Lessee upon written request from Lessor, shall provide to Lessor any additional information Lessor deems reasonably necessary to evaluate and consider the proposed Transfer or proposed transferee. Lessor shall also have the option, in its sole and absolute discretion, to elect to terminate this Lease and recapture the Premises by giving Lessee written notice of Lessor’s election to terminate within fifteen (15) business days after Lessor receives Lessee’s written request for approval of the proposed Transfer (or, at the option of Lessor’s receipt of Lessee’s request therefor, or within any extended time period necessary fifteen (15) business days after Lessor receives all information to be provided as set forth in order for the preceding sentence). The consent by Lessor to receive any Transfer shall not be construed as a response from Lessor’s lender, and consent to any attempted assignment, transfer, mortgage, encumbrance, subletting or licensing without such consent shall be void, and shall constitute a breach of this Leaseother Transfer. If Lessor refuses to consent to approves any Transfer by Lessee’s request, it is hereby agreed by Lessor and Lessee that Lessee shall specifically state not realize any financial gain resulting from any increase in its response the rental value of the Premises. Therefore, as a condition of any Transfer, it is agreed by the parties that Lessor shall receive all net consideration due or to become due to Lessee the reason(s) for denying from any assignee, sublessee or transferee with respect to such consent. By way of exampleTransfer, but not limitation, reasonable grounds for denying consent include: (i) poor credit history or insufficient financial strength of transferee, (ii) transferee’s intended use of the Premises is inconsistent with the permitted use and will materially and adversely affect Lessor’s interest. Lessee shall reimburse Lessor upon demand for Lessor’s reasonable costs and expenses (including attorneys’ fees, architect fees and engineering fees) involved in reviewing any request for consent whether or not consent is granted. Notwithstanding any other provisions of this Lease, if (i) the proposed assignee or sublessee has been required by any prior landlord, lender or governmental authority to take remedial action in connection with Hazardous Materials contaminating a property, where the contamination resulted from such party’s action or use of the property in question, (ii) the proposed assignee or sublessee is subject to any enforcement order issued by any governmental authority in connection with the use, storage, handling, treatment, generation, release or disposal of hazardous materials (including, without limitation, any order related the full and complete rental payments and other compensation paid by such assignee, sublessee, or transferee in excess of Lessee’s financial obligations set forth in this Lease, measured on a square foot basis with respect to the failure to make a required reporting to any governmental authority), or (iii) because of the existence of a pre-existing environmental condition in the vicinity of or underlying the Project, the risk that Lessor would be targeted as a responsible party in connection with the remediation of such pre-existing environmental condition would be materially increased or exacerbated by the proposed use of Hazardous Materials by such proposed assignee or sublessee, Lessor shall have the absolute right to refuse to consent to any assignment or subletting to any such partyRentable Area involved.

Lessor's Consent Required. Except as provided in Section 11.02, (a) Lessee shall not voluntarily or by operation of law assign, transfer, mortgage, sublet, license mortgage or otherwise transfer or encumber (collectively, "assign" or "assignment") or sublet all or any part of Lessee’s 's interest or obligations in this Lease or in the Premises or any part thereof, without Lessor’s 's prior written consentconsent given under and subject to the terms of Paragraph 36, which Lessor shall not unreasonably withholdwithhold unreasonably. The parties agree, condition however, that the manner of operation of the Premises and conduct of business thereon by Lessee will have an impact on the quality and reputation of the Industrial Center. Accordingly, the parties agree that in approving or delay. disapproving of any proposed assignment or subletting of the Premises or the Lease, Lessor shall respond in writing be entitled to Lessee’s request for consent hereunder within fifteen (15) business days take into consideration, by way of Lessor’s receipt example and not limitation, any or all of Lessee’s request therefor, or within any extended time period necessary in order the criteria set forth below and that it shall not be unreasonable for Lessor to receive a response from Lessor’s lender, and withhold its consent if any attempted assignment, transfer, mortgage, encumbrance, subletting of the following circumstances exist or licensing without such consent shall be void, and shall constitute a breach of this Lease. If Lessor refuses to consent to Lessee’s request, it shall specifically state in its response to Lessee the reason(s) for denying such consent. By way of example, but not limitation, reasonable grounds for denying consent includemay exist: (i) poor credit history or insufficient financial strength of the transferee, (ii) transferee’s intended 's contemplated use of the Premises following the proposed assignment or subletting is inconsistent with different from the permitted use and will materially and adversely affect specified herein; (ii) in Lessor’s interest. Lessee shall reimburse 's reasonable business judgment, the Rent that Lessor upon demand for Lessor’s reasonable costs and expenses reasonably anticipates receiving from the transferee is less than that which Lessor has received from Lessee; (including attorneys’ fees, architect fees and engineering fees) involved in reviewing any request for consent whether or not consent is granted. Notwithstanding any other provisions of this Lease, if (iiii) the proposed assignee assignment or sublessee has been required subletting would breach any covenant of Lessor in any other lease, financing agreement or other agreement relating to the Industrial Center or otherwise; or (iv) the transferee requests an amendment to the Lease other than the identity of Lessee. No assignment or subletting shall release Lessee from its obligations and liabilities hereunder. (b) A Change of Control of Lessee shall constitute an assignment requiring Lessor's consent. Change of Control shall mean the transfer by sale, assignment, death, incompetency, mortgage, deed of trust, trust, operation of law, or otherwise, of any prior landlordshares, lender voting rights or governmental authority to take remedial action ownership interest which will result in connection with Hazardous Materials contaminating a property, where change in the contamination resulted from such party’s action or use identity of the property entity, entities, person or persons exercising, or who may exercise, effective control of Lessee, unless such change results from the trading of shares listed on a recognized public stock exchange and such trading is not for the purpose of acquiring effective control of Lessee. If Lessee is a private corporation whose stock becomes publicly held, the transfers of such stock from private to public ownership shall not be deemed a Change of Control The transfer, on a cumulative basis, of twenty-five percent (25%) or more of the voting control of Lessee shall constitute a change in question, (ii) the proposed assignee or sublessee is subject to any enforcement order issued by any governmental authority control for this purpose. Any provision in connection with the use, storage, handling, treatment, generation, release or disposal of hazardous materials (including, without limitation, any order related this Lease to the failure to make a contrary notwithstanding, Lessor's consent shall not be required reporting to any governmental authority), or (iii) because of the existence of a pre-existing environmental condition in the vicinity of or underlying the Project, the risk that Lessor would be targeted as a responsible party in connection with the remediation of such pre-existing environmental condition would be materially increased or exacerbated by the proposed use of Hazardous Materials by such proposed assignee or sublessee, Lessor shall have the absolute right to refuse to consent to any for an assignment or subletting to any person or entity who controls, is controlled by or is under common control with Lessee, or to any corporation resulting from the merger or consolidation with Lessee or to any person or legal entity which acquires all the assets of Lessee as a going concern of the business being conducted on the Premises (each of the foregoing is hereinafter referred to as a "LESSEE AFFILIATE"); provided that before such party.assignment shall be effective, (a) said Lessee Affiliate shall assume, in full, the obligations of Lessee under this Lease, (b) Lessor shall be given written notice of such assignment and assumption and (c) the use of the Premises by the Lessee Affiliate shall be as set forth in Section 1.8. For purposes of this paragraph, the term "control" means possession, directly or indirectly, of

Lessor's Consent Required. Except as provided in Section 11.02, (a) Lessee shall not voluntarily assign this lease or by operation of law assignany right under this lease, transfer, mortgage, sublet, license or otherwise transfer or encumber all nor sublet the premises or any part of Lessee’s interest in this Lease or in the Premises or any part thereofpremises, without Lessor’s prior written consent, which Lessor shall not unreasonably withhold. No consent to any assignment of this Lease or to any subletting of the premises shall constitute a waiver or discharge of the provisions of this paragraph or a consent to any other assignment of subletting, condition not shall any such consent, assignment, or delay. Lessor shall respond in writing to Lessee’s request for consent hereunder within fifteen (15) business days of Lessor’s receipt subletting release Lessee from any of Lessee’s request thereforobligations under this Lease, whether or not performance is then due. None of Lessee’s rights or interests under this Lease shall be assignable by any action of law, including, without limitation, involuntary or voluntary bankruptcy, and no trustee, sheriff, creditor, purchaser at a judicial sale, officer of any court, or within any extended time period necessary in order for Lessor to receive a response from receiver (unless appointed at Lessor’s lenderrequest) shall acquire any right or interest under this Lease or any right to the possession or use of the premises or any part thereof, and without Lessor’s prior written consent. As with the other provisions of this Lease, any attempted assignment, transfer, mortgage, encumbrance, subletting or licensing without such consent shall be void, and violation of the terms of this paragraph shall constitute a breach of this Lease. If Lessor refuses to . (b) A request by Lessee for Lessor’s consent to any assignment of this Lease or a subletting of the premises shall be made in writing to Lessor at least 60 days before the proposed effective date of the proposed transfer and shall identify the proposed transfer as being an assignment or a subletting (also, in the latter case, describing exactly the premises to be sublet); specify the proposed effective date; identify each proposed transferee, including all principals of a corporate or partnership transferee; state all material terms of the proposed transfer; and specify in detail the kind of business operation that the proposed transferee intends to operate on the premises. This notice shall be accompanied by (1) a copy of the proposed document for effecting the transfer, which shall include, in the case of an assignment, each transferee’s express assumption of, and promise to Lessor to perform, all of the Lessee’s requestobligations under the Lease; (2) payment to Lessor of $500.00 as a deposit towards reimbursement of Lessor’s costs, it shall specifically state in its response to including attorney’s fees, an Administrative fee of $50.00 incurred each time that Lessee the reason(s) for denying such consent. By way of example, but not limitation, reasonable grounds for denying consent include: (i) poor credit history or insufficient financial strength of transfereerequests a transfer, (ii3) transferee’s intended use of such reasonable financial information as Lessor may request concerning the Premises is inconsistent proposed subtenant or assignee. Lessee shall promptly furnish to Lessor any additional information reasonably requested by Lessor in connection with the permitted use and will materially and adversely affect Lessor’s interestproposed transfer. Lessee shall reimburse Lessor upon demand for all costs, including attorney’s fees, incurred by reason of the proposed transfer, and Lessor may withhold Lessor’s reasonable costs and expenses (including attorneys’ fees, architect fees and engineering fees) involved in reviewing any request for consent whether or not consent is granted. Notwithstanding any other provisions of this Lease, if (i) to the proposed assignee or sublessee transfer until such reimbursement has been required by any prior landlord, lender or governmental authority to take remedial action in connection with Hazardous Materials contaminating a property, where the contamination resulted from such party’s action or use of the property in question, (ii) the proposed assignee or sublessee is subject to any enforcement order issued by any governmental authority in connection with the use, storage, handling, treatment, generation, release or disposal of hazardous materials (including, without limitation, any order related to the failure to make a required reporting to any governmental authority), or (iii) because of the existence of a pre-existing environmental condition in the vicinity of or underlying the Project, the risk that Lessor would be targeted as a responsible party in connection with the remediation of such pre-existing environmental condition would be materially increased or exacerbated by the proposed use of Hazardous Materials by such proposed assignee or sublessee, Lessor shall have the absolute right to refuse to consent to any assignment or subletting to any such partymade.

Lessor's Consent Required. Except as provided in Section 11.02, Lessee shall not voluntarily or by operation of law assign, transfer, mortgage, sublet, license mortgage or otherwise transfer or encumber or sublet (collectively, "ASSIGN" or "ASSIGNMENT") all or any part of Lessee’s 's interest in this Lease or in any of the Premises or any part thereof, without Lessor’s 's prior written consent, which Lessor consent shall not be unreasonably withholdwithheld subject to the terms and conditions set forth below, condition or delay. Lessor which the Parties agree are reasonable: a. Any assignment shall respond in writing to Lessee’s request for consent hereunder within fifteen (15) business days of Lessor’s receipt of Lessee’s request therefor, or within any extended time period necessary in order for Lessor to receive a response from Lessor’s lender, and any attempted assignment, transfer, mortgage, encumbrance, subletting or licensing without such consent shall be void, and shall constitute a breach of this Lease. If Lessor refuses to consent to Lessee’s request, it shall specifically state in its response to Lessee the reason(s) for denying such consent. By way of example, but not limitation, reasonable grounds for denying consent includenot: (i) poor credit history be effective without the express written assumption by such assignee or insufficient financial strength sublessee (either, a "TRANSFEREE") of transfereethe obligations of Lessee under this Lease, or (ii) transferee’s intended use release Lessee of any of its direct and primary obligations hereunder to Lessor. x. Xxxxxx may accept any rent or performance of Lessee's obligations from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of any rent or performance shall constitute a waiver or estoppel of Lessor's right to exercise its remedies for the Default or Breach by Lessee of any of the Premises is inconsistent with terms, covenants or conditions of this Lease. c. The consent of Lessor to any assignment shall not constitute a consent to any subsequent assignment by Lessee or to any subsequent or successive assignment by the permitted use assignee sublessee. However, Lessor may consent to subsequent assignments or any amendments or modifications thereto without notifying Lessee or anyone else liable on the Lease or sublease and will materially without obtaining their consent, and adversely affect such action shall not relieve such persons from liability under this Lease or sublease. d. In the event of any Default or Breach of Lessee's obligations under this Lease, Lessor may proceed directly against Lessee, any one else responsible for the performance of the Lessee's obligations under this Lease, including any sublessee, without first exhausting Lessor’s interest. Lessee shall reimburse 's remedies against any other person or entity responsible therefor to Lessor, or any security held by Lessor upon demand for Lessor’s reasonable costs and expenses (including attorneys’ fees, architect fees and engineering fees) involved in reviewing any or Lessee. e. Each request for consent whether or not consent is granted. Notwithstanding any other provisions of this Leaseto an assignment shall be in writing, if (i) accompanied by information relevant to Lessor's determination as to the proposed assignee or sublessee has been required by any prior landlord, lender or governmental authority to take remedial action in connection with Hazardous Materials contaminating a property, where the contamination resulted from such party’s action or use financial and operational responsibility and appropriateness of the property in question, (ii) the proposed assignee or sublessee is subject to any enforcement order issued by any governmental authority in connection with the use, storage, handling, treatment, generation, release or disposal of hazardous materials (including, without limitation, any order related to the failure to make a required reporting to any governmental authority), or (iii) because of the existence of a pre-existing environmental condition in the vicinity of or underlying the Project, the risk that Lessor would be targeted as a responsible party in connection with the remediation of such pre-existing environmental condition would be materially increased or exacerbated by the proposed use of Hazardous Materials by such proposed assignee or sublessee, including but not limited to the intended use and/or required modification of the Premises, if any. Lessee agrees to provide Lessor shall have with such other or additional information and/or documentation as may be reasonably requested by Lessor. f. Upon receiving Lessee's notice requesting consent to an assignment, together with all information required pursuant to Paragraph 10.1(e), above, then, without limiting the absolute right to foregoing, Lessor may refuse to consent on any commercially reasonable grounds, and refusal to any so consent shall be deemed reasonable if the proposed assignment or subletting does not meet the following conditions: i. The assignment or subletting shall be on the same terms and conditions set forth in Lessee's notice given to Lessor; ii. No assignment or subletting shall be valid, and no Transferee shall take possession of any such partyof the Premises until an original of the duly executed counterpart of the assignment documentation has been delivered to Lessor; iii. No Transferee shall have been negotiating with Lessor in the last six (6) months for space in a building owned by Lessor; iv. The proposed use of the Premises by the Transferee shall be permitted by the use provisions of this Lease and in accordance with all Applicable Laws; v. The Transferee has the financial capability to fulfill the obligations imposed by the assignment or subletting; vi. The Transferee has a reputation in the community for financial reliability and the bank or other financial references support in full the financial statements delivered to Lessor on behalf of the Transferee; vii. The Transferee demonstrates, in Lessor's business judgment, that it is able to perform the obligations on Transferee's part to be performed under this Lease; viii. The Transferee shall not have been involved in any civil, criminal or administrative litigation or proceedings which is unsatisfactory in the reasonable opinion of Lessor; and ix. The Transferee intends to use the Premises for the provision of medical services or as medical office space.

Lessor's Consent Required. Except only as specifically provided in Section 11.0220.6, Lessee shall not convey, transfer, sublease, assign, hypothecate, encumber, or otherwise dispose of this Lease or any right, title or interest therein (including without limitation with respect to Parking Spaces), whether voluntarily or by operation of law assign(“Transfer”), transferand without the prior written consent of Lessor, mortgagewhich consent may not be unreasonably withheld, sublet, license or otherwise transfer or encumber all or provided that any part of Lessee’s interest change in use will be subject to Section 6.1. Any such Transfer shall be void and/or shall terminate this Lease or in at the option of Lessor. In no event (i) shall Lessee be entitled to sublease the Premises or assign this Lease so that the Premises are occupied by more than four (4) tenants nor (ii) shall Lessee be entitled to sublease the Premises or assign this Lease to any part thereofother tenant in the Building. If Lessor consents to any Transfer, without Lessor may impose on Lessee or the transferee such conditions as Lessor’s prior written consent, which Lessor shall not unreasonably withholdin its sole absolute discretion, condition or delaydeems appropriate. Lessor shall respond in writing to Lessee’s request for consent hereunder within fifteen (15) business days to a Transfer must describe in reasonable detail the parties involved, the financial condition of Lessor’s receipt of Lessee’s request therefor, or within any extended time period necessary in order for Lessor to receive a response from Lessor’s lender, and any attempted assignment, transfer, mortgage, encumbrance, subletting or licensing without such consent shall be void, and shall constitute a breach of this Lease. If Lessor refuses to consent to Lessee’s request, it shall specifically state in its response to Lessee the reason(s) for denying such consent. By way of example, but not limitation, reasonable grounds for denying consent include: (i) poor credit history or insufficient financial strength of proposed transferee, (ii) transferee’s intended use of the Premises is inconsistent with the permitted use and will materially and adversely affect Lessor’s interest. Lessee shall reimburse Lessor upon demand for Lessor’s reasonable costs and expenses (including attorneys’ fees, architect fees and engineering fees) involved in reviewing any request for consent whether or not consent is granted. Notwithstanding any other provisions of this Lease, if (i) the proposed assignee or sublessee has been required by any prior landlord, lender or governmental authority to take remedial action in connection with Hazardous Materials contaminating a property, where the contamination resulted from such party’s action or use of the property in question, (ii) the proposed assignee or sublessee is subject to any enforcement order issued by any governmental authority in connection with the use, storage, handling, treatment, generation, release or disposal of hazardous materials (including, without limitation, any order related to the failure to make a required reporting to any governmental authority), or (iii) because of the existence of a pre-existing environmental condition in the vicinity of or underlying the Project, the risk that Lessor would be targeted as a responsible party in connection with the remediation of such pre-existing environmental condition would be materially increased or exacerbated by the proposed use of Hazardous Materials the Premises, the consideration to be paid by such the proposed assignee transferee, and other terms and conditions of the proposed Transfer, and Lessee upon written request from Lessor, shall provide to Lessor any additional information Lessor deems reasonably necessary to evaluate and consider the proposed Transfer or sublessee, proposed transferee. The consent by Lessor to any Transfer shall have the absolute right to refuse to not be construed as a consent to any assignment other Transfer. As a condition of any Transfer, it is agreed by the parties that Lessor shall receive fifty percent (50%) of profits realized by Lessee from any assignee, sublessee or subletting transferee with respect to any such partyTransfer, including, and limited to, the full and complete rental payments paid by such assignee, sublessee, or transferee in excess of Lessee’s financial obligations set forth in this Lease, measured on a square foot basis with respect to the Rentable Area involved (whether paid in a lump sum or over time), and Lessor shall receive one hundred percent (100%) of all profits realized by Lessee for parking space rental to be paid with respect to the Parking Spaces.

Lessor's Consent Required. Except as provided in Section 11.02, The Lessee shall not voluntarily or by operation of law assignassign this lease, transfernor sub-let the premises, mortgage, sublet, license or otherwise transfer or encumber all or any part of Lessee’s interest in this Lease or in thereof nor use the Premises same, or any part thereof, nor permit the same, or any part thereof, to be used for any other purpose than as above stipulated, nor make any alterations therein, or additions thereto without Lessor’s the prior written consentconsent of the Lessor. No such assignment or subleasing shall relieve the Lessee from any of the Lessee's obligations in this lease contained nor shall any assignment or transfer of this lease be effective unless the assignee or transferee shall, which Lessor at the time of such assignment or transfer, assume in writing all the terms, covenants and conditions of this lease thereafter to be performed by the Lessee and shall not unreasonably withhold, condition or delay. Lessor shall respond agree in writing to Lessee’s request for consent hereunder within fifteen (15) business days be bound thereby. Lessee agrees to pay on behalf of Lessor any and all costs of Lessor’s receipt , including reasonable attorney's fees, occasioned by such assignment or transfer. Lessor agrees that it will not unreasonably withhold its consent to such assignment or sublease, provided that the conditions set forth in this paragraph have been complied with by Lessee and provided further that Lessee be not in default in other terms and conditions of Lessee’s request therefor, or within any extended time period necessary in order for Lessor to receive a response from Lessor’s lenderthis lease, and provided Lessor reasonably believes the assignee is a financially responsible entity. 10 Lessor's Property. All permanent alterations, additions and improvements that have become a part of the realty and which have been or will be installed by either party upon the premises during the terms of the lease and which, in any attempted assignmentmanner, transferare affixed to the floors, mortgagewalls or ceilings, encumbrance, subletting or licensing without such consent shall become the property of the Lessor and at the termination of this lease shall be voidsurrendered with the premises as a part thereof. However, at Lessor's option, Lessee shall removal all such alterations, additions, improvements and fixtures and the premises shall be restored to their original condition at Lessee's expense. Lessee may (if not in default hereunder) prior to the expiration of the lease (as the same may be renewed or extended) remove all non permanent fixtures and equipment which it has placed in premises, provided Lessee restores premises to the same condition it was in at the installation thereof. The said Lessee hereby pledges and assigns to the Lessor all the furniture, fixtures, goods and chattels of said Lessee, which shall or may be brought or put on said premises as security for the payment of the rent herein reserved, and shall constitute a breach of this Lease. If Lessor refuses to consent to Lessee’s requestthe Lessee agrees that the said lien may be enforced by distress, it shall specifically state in its response to Lessee foreclosure or otherwise at the reason(s) for denying such consent. By way of example, but not limitation, reasonable grounds for denying consent include: (i) poor credit history or insufficient financial strength of transferee, (ii) transferee’s intended use election of the Premises is inconsistent said Lessor, and does hereby agree to pay Lessor's attorney's fee incurred in enforcing this provision (including appellate fees, if any), together with the permitted use and will materially and adversely affect Lessor’s interest. Lessee shall reimburse Lessor upon demand for Lessor’s reasonable all costs and expenses (including attorneys’ fees, architect fees and engineering fees) involved in reviewing any request for consent whether charges therefore incurred or not consent is granted. Notwithstanding any other provisions of this Lease, if (i) the proposed assignee or sublessee has been required by any prior landlord, lender or governmental authority to take remedial action in connection with Hazardous Materials contaminating a property, where the contamination resulted from such party’s action or use of the property in question, (ii) the proposed assignee or sublessee is subject to any enforcement order issued by any governmental authority in connection with the use, storage, handling, treatment, generation, release or disposal of hazardous materials (including, without limitation, any order related to the failure to make a required reporting to any governmental authority), or (iii) because of the existence of a pre-existing environmental condition in the vicinity of or underlying the Project, the risk that Lessor would be targeted as a responsible party in connection with the remediation of such pre-existing environmental condition would be materially increased or exacerbated paid by the proposed use of Hazardous Materials by such proposed assignee or sublessee, Lessor shall have the absolute right to refuse to consent to any assignment or subletting to any such partyLessor.

Lessor's Consent Required. Except as provided in Section 11.02, All of Paragraph 12.1 of the Lease is hereby deleted and replaced with the following: Lessee shall not voluntarily or by operation of law assign, transfer, mortgage, sublet, license or otherwise transfer mortgage or encumber (collectively, “assign or assignment”) or sublet all or any part of Lessee’s interest in this Lease or in the Premises or any part thereof, without Lessor’s prior written consent. Notwithstanding the foregoing, Lessee may assign the Lease or may sublet the Premises or any part thereof without Lessor’s consent to any subsidiary, parent, affiliate or control corporation or to any corporation which acquires all of Lessee’s assets or with which it may merge providing Lessee remains liable and the use does not substantially change. Notwithstanding any other provision in Paragraph 12 of the Lease, Lessor’s consent to a sublease shall not be required and Lessor shall not have the right to adjust the rental so long as all of the following conditions are and remain satisfied: (a) the sublease is for a portion of the Premises constituting less than fifty percent (50%) of the total rentable square feet of the Premises; (b) Lessee continues to occupy the remaining portions of the Premises; (c) the sublessee does not employ on the Premises Hazardous Substances in violation of Applicable Requirements and its use is not otherwise in violation of the Lease; and (d) Lessee is not otherwise in Breach of this Lease. For any other assignment or subletting, Lessor agrees it will not unreasonably withhold, condition or delaydelay its consent to any such assignment or subletting. Rental amounts in excess of the Base Rent payable to Lessor by Lessee under the Lease (the “Excess Rental”) on account of such assignment or subletting will be shared between the Lessor and Lessee. Lessor shall respond in writing be entitled to Lessee’s request for consent hereunder within fifteen (15) business days that portion of Lessor’s receipt the Excess Rental arising by virtue of Lessee’s request therefor, or within any extended time period necessary in order for Lessor to receive a response from Lessor’s lender, and any attempted assignment, transfer, mortgage, encumbrance, subletting or licensing without such consent shall be void, and shall constitute a breach of this Lease. If Lessor refuses to consent to Lessee’s request, it shall specifically state in its response to Lessee the reason(s) for denying such consent. By way of example, but not limitation, reasonable grounds for denying consent include: (i) poor credit history or insufficient financial strength of transferee, (ii) transferee’s intended use value of the Premises is inconsistent with as a warehouse (offices, distribution of electrical, bathrooms etc.) and Lessee shall be entitled to that portion of the permitted Excess Rental arising by virtue of the improvements installed by Lessee having a biopharmaceutical use and will materially character as opposed to an industrial/office use and adversely affect Lessor’s interest. character; provided, however, Excess Rental shall be calculated net of all expenses incurred by Lessee shall reimburse Lessor upon demand for Lessor’s reasonable costs and expenses (including attorneys’ fees, architect fees and engineering fees) involved in reviewing any request for consent whether assignment or not consent is granted. Notwithstanding any other provisions of this Lease, if (i) the proposed assignee or sublessee has been required by any prior landlord, lender or governmental authority to take remedial action in connection with Hazardous Materials contaminating a property, where the contamination resulted from such party’s action or use subleasing of the property in questionPremises, (ii) the proposed assignee or sublessee is subject to any enforcement order issued by any governmental authority in connection with the use, storage, handling, treatment, generation, release or disposal of hazardous materials (including, without limitation, any order related amounts paid to Lessor by Lessee during periods where the failure to make a required reporting assigned or subleased portion of the Premises was vacant; any improvement allowance or other economic concession paid by Lessee to any governmental authority), sublessee or (iii) because assignee; broker’s commissions; attorneys’ fees; lease take-over payments; costs of advertising the existence of a pre-existing environmental condition space for sublease or assignment; and any other costs actually paid in assigning or subletting the vicinity of or underlying the Project, the risk that Premises. Lessor would shall not be targeted as a responsible party paid any Excess Rental amounts until Lessee has recovered all such costs incurred in connection with the remediation of such pre-existing environmental condition would be materially increased subleasing or exacerbated by the proposed use of Hazardous Materials by such proposed assignee or sublessee, Lessor shall have the absolute right to refuse to consent to any assignment or subletting to any such partyassignment.

Lessor's Consent Required. Except as provided in Section 11.02, (a) Lessee shall not voluntarily or by operation of law assign, transfer, mortgage, sublet, license mortgage or otherwise transfer or encumber (collectively, “assign” or “assignment”) or sublet all or any part of Lessee’s interest or obligations in this Lease or in the Premises or any part thereof, without Lessor’s prior written consentconsent given under and subject to the terms of Paragraph 36, which Lessor shall not unreasonably withholdwithhold unreasonably. The parties agree, condition however, that the manner of operation of the Premises and conduct of business thereon by Lessee will have an impact on the quality and reputation of the Premises. Accordingly, the parties agree that in approving or delay. disapproving of any proposed assignment or subletting of the Premises or the Lease, Lessor shall respond in writing be entitled to Lessee’s request for consent hereunder within fifteen (15) business days take into consideration, by way of Lessor’s receipt example and not limitation, any or all of Lessee’s request therefor, or within any extended time period necessary in order the criteria set forth below and that it shall not be unreasonable for Lessor to receive a response from Lessor’s lender, and withhold its consent if any attempted assignment, transfer, mortgage, encumbrance, subletting of the following circumstances exist or licensing without such consent shall be void, and shall constitute a breach of this Lease. If Lessor refuses to consent to Lessee’s request, it shall specifically state in its response to Lessee the reason(s) for denying such consent. By way of example, but not limitation, reasonable grounds for denying consent include: may exist; (i) poor credit history or insufficient financial strength of transferee, (ii) the transferee’s intended contemplated use of the Premises following the proposed assignment or subletting is inconsistent with different from the permitted use and will materially and adversely affect Lessor’s interest. Lessee shall reimburse Lessor upon demand for specified herein; (ii) in Lessor’s reasonable costs business judgment, the transferee lacks sufficient business reputation or experience to operate a successful business of the type and expenses quality permitted under the Lease; (including attorneys’ fees, architect fees and engineering feesiii) involved in reviewing the present net worth of any request for consent whether or not consent assignee of the entire Lease is granted. Notwithstanding any other provisions of this Lease, if less than $200,000,000; (iiv) the proposed assignee or sublessee has been required by any prior landlord, lender or governmental authority to take remedial action in connection with Hazardous Materials contaminating a property, where the contamination resulted from such party’s action or use of the property in question, (ii) the proposed assignee or sublessee is subject to any enforcement order issued by any governmental authority in connection with the use, storage, handling, treatment, generation, release or disposal of hazardous materials (including, without limitation, any order related to the failure to make a required reporting to any governmental authority), or (iii) because of the existence of a pre-existing environmental condition in the vicinity of or underlying the Project, the risk that Lessor would be targeted as a responsible party in connection with the remediation of such pre-existing environmental condition would be materially increased or exacerbated by the proposed use of Hazardous Materials by such proposed assignee or sublessee, Lessor shall have the absolute right to refuse to consent to any assignment or subletting would breach any covenant of Lessor in any other lease, financing agreement or other agreement relating to the Premises or otherwise; or (v) the transferee requests an amendment to the Lease other than the identity of Lessee. No assignment or subletting shall release Lessee from its obligations and liabilities hereunder. Notwithstanding the foregoing and subject to the provisions of subsection (c) below, Lessee may assign this Lease or sublease the Premises (“Permitted Transfers”), without Lessor’s consent but upon ten (10) days prior notice to Lessor, to any corporation which controls, is controlled by or is under common control with Lessee, or to any corporation resulting from the merger of or consolidation with Lessee (“Lessee’s Affiliate”). In such partycase, any Lessee’s Affiliate shall assume in writing all of Lessee’s obligations under this Lease.

Lessor's Consent Required. Except as provided in Section 11.02, Lessee shall not convey, transfer, sublease, assign, hypothecate, encumber, or otherwise dispose of this Lease or any right, title or interest therein (including without limitation with respect to Parking Spaces), or grant any licenses, concessions, or other rights to use or occupy the Premises, whether voluntarily or by operation of law assign("Transfer"), transferwithout the prior written consent of Lessor, mortgagewhich may be withheld in Lessor's sole discretion, sublet, license or otherwise transfer or encumber all or and any part of Lessee’s interest in such Transfer shall be void and/or shall terminate this Lease or in at the option of Lessor. In no event shall Lessee be entitled to sublease the Premises or assign this Lease so that the Premises are occupied by more than one (1) tenant, nor shall Lessee be entitled to sublease the Premises or assign this Lease to any part thereofother tenant in the Building. If Lessor consents to any Transfer, without Lessor’s prior written consent, which Lessor shall not unreasonably withhold, condition may impose on Lessee or delaythe transferee such conditions as Lessor deems commercially reasonable. Lessor shall respond in writing to Lessee’s 's request for consent hereunder within fifteen (15) business days to a Transfer must describe in reasonable detail the parties involved, the terms of the Transfer, the portion of the Premises affected by the Transfer and other terms and conditions of the proposed Transfer, and Lessee upon written request from Lessor’s receipt of Lessee’s request therefor, shall provide to Lessor any additional information Lessor deems reasonably necessary to evaluate and consider the proposed Transfer or within any extended time period necessary in order for proposed transferee. The consent by Lessor to receive any Transfer shall not be construed as a response from Lessor’s lender, and consent to any attempted assignment, transfer, mortgage, encumbrance, subletting or licensing without such consent shall be void, and shall constitute a breach of this Leaseother Transfer. If Lessor refuses to consent to approves any Transfer by Lessee’s request, it is hereby agreed by Lessor and Lessee that Lessee shall specifically state not realize any financial gain resulting from any increase in its response the rental value of the Premises. Therefore, as a condition of any Transfer, it is agreed by the parties that Lessor shall receive all consideration due or to become due to Lessee the reason(s) for denying from any assignee, sublessee or transferee with respect to such consent. By way of exampleTransfer, but not limitation, reasonable grounds for denying consent include: (i) poor credit history or insufficient financial strength of transferee, (ii) transferee’s intended use of the Premises is inconsistent with the permitted use and will materially and adversely affect Lessor’s interest. Lessee shall reimburse Lessor upon demand for Lessor’s reasonable costs and expenses (including attorneys’ fees, architect fees and engineering fees) involved in reviewing any request for consent whether or not consent is granted. Notwithstanding any other provisions of this Lease, if (i) the proposed assignee or sublessee has been required by any prior landlord, lender or governmental authority to take remedial action in connection with Hazardous Materials contaminating a property, where the contamination resulted from such party’s action or use of the property in question, (ii) the proposed assignee or sublessee is subject to any enforcement order issued by any governmental authority in connection with the use, storage, handling, treatment, generation, release or disposal of hazardous materials (including, without limitation, the full and complete rental payments paid by such assignee, sublessee or transferee, including any order related amounts paid in excess of Lessee's financial obligations set forth in this Lease, measured on a square foot basis with respect to the failure Rentable Area involved or the per space rental to make a required reporting be paid with respect to any governmental authority), or (iii) because of the existence of a pre-existing environmental condition in the vicinity of or underlying the Project, the risk that Lessor would be targeted as a responsible party in connection with the remediation of such pre-existing environmental condition would be materially increased or exacerbated by the proposed use of Hazardous Materials by such proposed assignee or sublessee, Lessor shall have the absolute right to refuse to consent to any assignment or subletting to any such partyParking Spaces.

Lessor's Consent Required. (a) Except as specifically, provided in Section 11.02herein, Lessee shall not voluntarily or by operation of law assign, transfer, mortgage, sublet, license mortgage or otherwise transfer or encumber (collectively, "assign" or "assignment") or sublet all or any part of Lessee’s 's interest or obligations in or under this Lease or in the Premises or any part thereof, without Lessor’s 's prior written consentconsent given under the subject to the terms of Paragraph 36, which Lessor shall not unreasonably withholdwithhold unreasonably. The parties agree, condition however, that in approving or delay. disapproving of any proposed assignment or subletting of the Premises or the Lease, Lessor shall respond in writing be entitled to Lessee’s request for consent hereunder within fifteen (15) business days take into consideration, by way of Lessor’s receipt example and not limitation, any or all of Lessee’s request therefor, or within any extended time period necessary in order the criteria set forth below and that it shall not be unreasonable for Lessor to receive a response from Lessor’s lender, and withhold its consent if any attempted assignment, transfer, mortgage, encumbrance, subletting of the following circumstances exist or licensing without such consent shall be void, and shall constitute a breach of this Lease. If Lessor refuses to consent to Lessee’s request, it shall specifically state in its response to Lessee the reason(s) for denying such consent. By way of example, but not limitation, reasonable grounds for denying consent includemay exist: (i) poor credit history or insufficient financial strength of the transferee, (ii) transferee’s intended 's contemplated use of the Premises following the proposed assignment or subletting is inconsistent with different from the permitted use specified herein; (ii) in Lessor's reasonable business judgment, the transferee lacks sufficient business reputation or experience to operate a successful business of the type and will materially and adversely affect quality permitted under the Lease; (iii) in Lessor’s interest. Lessee shall reimburse Lessor upon demand for Lessor’s 's reasonable costs and expenses (including attorneys’ feesbusiness judgment, architect fees and engineering fees) involved in reviewing any the present net worth of the transferee is less than the greater of Lessee's net worth at the Effective Date or Lessee's net worth at the date of Lessee's request for consent whether to the assignment or not consent subletting; (iv) in Lessor's reasonable business judgment, the Rent that Lessor reasonably anticipates receiving from the transferee is granted. Notwithstanding any other provisions of this Lease, if less than that which Lessor has received from Lessee; (iv) the proposed assignee assignment or sublessee has been required subletting would breach any covenant of Lessor in any other lease, financing agreement or other agreement relating to the Project or otherwise; or (vi) the transferee requests an amendment to the Lease other than the identity of Lessee. No assignment or subletting shall release Lessee from its obligations and liabilities hereunder. (b) A Change of Control of Lessee shall constitute an assignment requiring Lessor's consent. Change of Control shall mean the transfer by sale, assignment, death, incompetency, mortgage, deed of trust, trust, operation of law, or otherwise, of any prior landlordshares, lender voting rights or governmental authority to take remedial action ownership interest which will result in connection with Hazardous Materials contaminating a property, where change in the contamination resulted from such party’s action or use identity of the property entity, entities, person or persons exercising, or who may exercise, effective control of Lessee, unless such change results from the trading of shares listed on a recognized public stock exchange and such trading is not for the purpose of acquiring effective control of Lessee. If Lessee is a private corporation whose stock becomes publicly held, the transfers of such stock from private to public ownership shall not be deemed a Change of Control. The transfer, on a cumulative basis, of twenty-five percent (25%) or more of the voting control of Lessee shall constitute a change in question, (ii) the proposed assignee or sublessee is subject to any enforcement order issued by any governmental authority in connection with the use, storage, handling, treatment, generation, release or disposal control for this purpose. Any provision of hazardous materials (including, without limitation, any order related this Paragraph 12.1 to the failure contrary notwithstanding, Lessor's approval shall deemed given to make a required reporting to any governmental authority), or (iii) because of the existence of a pre-existing environmental condition in the vicinity of or underlying the Project, the risk that Lessor would be targeted as a responsible party in connection with the remediation of such pre-existing environmental condition would be materially increased or exacerbated by the proposed use of Hazardous Materials by such proposed assignee or sublessee, Lessor shall have the absolute right to refuse to consent to any an assignment or subletting to any person or entity who controls, is controlled by or is under common control with Lessee, or to any corporation resulting from the merger or consolidation with Lessee or to any person or legal entity which acquires all the assets of Lessee as a going concern of the business being conducted on the Premises (each of the foregoing is hereinafter referred to as a "Lessee Affiliate"); provided that before such partyassignment shall be effective, (a) said Lessee Affiliate shall assume, in full, the obligations of Lessee under this Lease, (b) Lessor shall be given written notice of such assignment and assumption, (c) the use of the Premises by the Lessee Affiliate shall be as set forth in Section 1.8. and (d) the remaining portions of this Lease, including but not limited to those pertaining to the assignment and/or subletting of this Lease, and specifically including the terms and provisions of Paragraph 12.2, shall continue to apply. For purposes of this paragraph, the term "control" means possession, directly or indirectly, of more than fifty percent (50%) of the ownership interests of such entity. (c) The involvement of Lessee or its assets in any transaction, or series of transactions (by way of merger, sale, acquisition, financing, refinancing, transfer, leveraged buy-out or otherwise), whether or not a formal assignment or hypothecation of this Lease or Lessee's assets occurs, which results or may, in Lessor's good faith reasonable business judgment, result in a reduction of the Net Worth of Lessee, as hereinafter defined, by an amount Initials: BAM --- DG ---

Lessor's Consent Required. Except as provided in Section 11.02, Lessee shall not not, either voluntarily or by operation of law law, assign, transfersell, mortgageencumber, sublet, license pledge or otherwise transfer or encumber all or any part of Lessee’s interest in this Lease 's leasehold estate hereunder or in permit the Premises to be occupied by anyone other than Lessee or Lessee's employees', or sublet the Premises or any part portion thereof, without Lessor’s 's prior written consentconsent in each instance, which Lessor shall consent may not unreasonably withholdbe withheld by Lessor. In exercising its reasonable discretion, condition Lessor may consider all commercially relevant factors involved in the leasing, subleasing or delay. Lessor shall respond in writing to Lessee’s request for consent hereunder within fifteen (15) business days assignment of Lessor’s receipt of Lessee’s request thereforthe space, or within any extended time period necessary in order for Lessor to receive a response from Lessor’s lender, and any attempted assignment, transfer, mortgage, encumbrance, subletting or licensing without such consent shall be void, and shall constitute a breach of this Lease. If Lessor refuses to consent to Lessee’s request, it shall specifically state in its response to Lessee the reason(s) for denying such consent. By way of exampleincluding, but not limitationlimited to, reasonable grounds for denying consent includethe following: (i) poor the credit history worthiness and financial stability of the prospective assignee or insufficient financial strength of transferee, sublessee; (ii) transferee’s intended the projected gross sales of such assignee or sublesee; (iii) the compatibility of the prospective assignee or sublessee with Lessor, its property manager, and other tenants in the Complex; (iv) the references from prior landlords of such prospective sublessee or assignee; (v) the past history of such sublessee or assignee with respect to involvement in litigation and bankruptcy proceedings; (vi) whether the proposed use of the Premises by the prospective sublessee or assignee falls within the use permitted under Paragraph 6; (vii) whether the proposed use is inconsistent suitable and in keeping with the permitted use ambience and will materially tone of the Complex; and adversely affect Lessor’s interest. Lessee shall reimburse Lessor upon demand for Lessor’s reasonable costs and expenses (including attorneys’ fees, architect fees and engineering fees) involved in reviewing any request for consent whether or not consent is granted. Notwithstanding any other provisions of this Lease, if (iviii) the proposed impact of said sublessee or assignee or sublessee has been required by any prior landlord, lender or governmental authority to take remedial action in connection with Hazardous Materials contaminating a property, where the contamination resulted from such party’s action or use of the property in question, (ii) the proposed assignee or sublessee is subject to any enforcement order issued by any governmental authority in connection with the use, storage, handling, treatment, generation, release or disposal of hazardous materials (including, without limitation, any order related to the failure to make a required reporting to any governmental authority), or (iii) because of the existence of a pre-existing environmental condition in the vicinity of or underlying the Project, the risk that Lessor would be targeted as a responsible party in connection with the remediation of such pre-existing environmental condition would be materially increased or exacerbated by and the proposed use of Hazardous Materials by such the Premises on pedestrian and vehicular traffic and parking facilities. The presence of one negative factor enumerated above shall be deemed reasonable justification for Lessor's withholding consent. Lessee shall provide Lessor with prior notice of any proposed assignee or sublessee, Lessor shall have the absolute right to refuse to consent to any assignment or sublease as provided in Xxxxxxxxx 00X. Consent by Lessor to one or more assignments of this lease or to one or more subletting of the Premises shall not operate to exhaust Lessor's rights under this Paragraph. The voluntary or other surrender of this Lease by Lessee or a mutual cancellation hereof shall not work a merger, and shall, at the option of Lessor, terminate all or any existing subleases or subtenancies or shall operate as an assignment to Lessor of such partysubleases or subtenancies. If Lessee is a corporation, or is an unincorporated association or partnership, the transfer, assignment or hypothecation of any stock or interest in such corporation, association or partnership in the aggregate in excess of FORTY-NINE percent (49%) shall be deemed an assignment within the meaning and provisions of this Article, EXCEPT THAT LESSEE MAY TRANSFER ITS STOCK TO AN AFFILIATED CORPORATION WITHOUT THE CONSENT OF LESSOR. LESSEE SHALL PROVIDE LESSOR WITH WRITTEN NOTICE IN SUCH EVENT OF TRANSFER TO SAID AFFILIATED CORPORATION. LESSEE MAY, WITHOUT LESSOR'S PRIOR WRITTEN CONSENT, BUT WITH WRITTEN NOTICE, SUBLET THE PREMISES AND/OR ASSIGN THE LEASE TO (I) ANY AFFILIATE OF LESSEE; (II) A SUCCESSOR CORPORATION RELATED TO LESSEE BY MERGER, CONSOLIDATION, REORGANIZATION OR GOVERNMENT ACTION: AND/OR (III) A PURCHASER OF SUBSTANTIALLY ALL OF THE ASSETS OF LESSEE; ANY SUCH TRANSFER BEING REFERRED TO HEREIN AS AN "AFFILIATE TRANSFER" SO LONG AS SUCH AFFILIATE, SUCCESSOR OR PURCHASER AGREES IN WRITING TO GUARANTEE THE PERFORMANCE OF LESSEE UNDER THIS LEASE. In addition to the rent and all monetary sums normally payable to Lessor by Lessee hereunder, Lessee agrees to further pay to Lessor, immediately upon receipt by Lessee, and as additional rent, one hundred percent (100%) of any monetary consideration which Lessee would be entitled to receive under any sublease or assignment permitted herein. LESSEE SHALL BE ENTITLED TO RECOVER ITS DIRECT THIRD-PARTY DOCUMENTED EXPENSES OF LEASE COMMISSIONS, ADVERTISING, TENANT IMPROVEMENTS AND LEGAL FEES (LEGAL FEES NOT TO EXCEED $5,000) PRIOR TO REMITTING TO LESSOR ALL RENT IN EXCESS OF THE RENT AND OTHER SUMS DUE UNDER THIS LEASE.

Lessor's Consent Required. Except as provided in Section 11.02, Lessee shall not voluntarily or by operation of law assign, transfer, mortgage, sublet, license or otherwise transfer or encumber all or any part of Lessee’s interest in this Lease or in the Premises or any part thereof, without Lessor’s prior written consent, consent which Lessor shall not unreasonably withhold, condition withhold or delay. Lessor shall respond in writing to Lessee’s request for consent hereunder within fifteen (15) business days of Lessor’s receipt of Lessee’s request therefor, or within any extended time period necessary in order for Lessor to receive a response from Lessor’s lender, 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. If Lessor refuses to consent to Lessee’s request, it shall specifically state in its response to Lessee the reason(s) for denying such consent. By way of example, but not limitation, reasonable grounds for denying consent include: (i) poor credit history or insufficient financial strength of transfereetransferee (but not necessarily financial strength as great as that of Lessee), (ii) transferee’s intended use of the Premises is inconsistent with the permitted use and or will materially and adversely affect Lessor’s interest. Lessee shall reimburse Lessor upon demand for LessorPremises or to contest any real property taxes that are to be paid by Lessee with respect to the Premises. If Lessee seeks a reduction or contests any such real property taxes, the failure on Lessee’s reasonable costs and expenses (including attorneys’ fees, architect fees and engineering fees) involved in reviewing any request for consent whether or part to pay such real property taxes shall not consent is granted. Notwithstanding any other constitute a default as long as Lessee complies with the provisions of this Lease, if (i) Section. Lessor shall not be required to join in any proceeding or contest brought by Lessee unless the proposed assignee provisions of any law require that the proceeding or sublessee has been required contest be brought by or in the name of Lessor or any prior landlord, lender or governmental authority to take remedial action in connection with Hazardous Materials contaminating a property, where the contamination resulted from such party’s action or use owner of the Premises. In that case Lessor shall join in the proceeding or contest or permit it to be brought in Lessor’s name as long as Lessor is not required to bear any cost or expense. Lessor, on final determination of the proceeding or contest, shall immediately pay or discharge any decision or judgment rendered, together with all costs, fees, charges, interest, penalties and all other amounts incidental to the decision or judgment. If Lessor does not pay the real property taxes when due and Lessor seeks a reduction or contests them as provided in questionthis Section, (ii) before the proposed assignee commencement of such proceeding or sublessee is subject contest Lessee shall furnish to any enforcement order Lessor a surety bond issued by any governmental authority an insurance company qualified to do business in connection with the use, storage, handling, treatment, generation, release or disposal of hazardous materials (including, without limitation, any order related California provided that said bond and company are both reasonably satisfactory to the failure to make a required reporting to any governmental authority), or (iii) because Lessor. The amount of the existence bond shall equal one hundred thirty three percent (133%) of a pre-existing environmental condition the total amount of real property taxes in dispute. The bond shall hold Lessor and the vicinity Premises harmless from any damage arising out of the proceeding or underlying contest and shall insure the Project, the risk payment of any judgment that Lessor would may be targeted as a responsible party in connection with the remediation of such pre-existing environmental condition would be materially increased or exacerbated by the proposed use of Hazardous Materials by such proposed assignee or sublessee, Lessor shall have the absolute right to refuse to consent to any assignment or subletting to any such partyrendered.