Common use of Notice to Landlord Clause in Contracts

Notice to Landlord. In the event Landlord’s consent is required pursuant to Section 15.1, Tenant shall first notify Landlord of its desire to assign its interest in this Lease or sublet the Premises and shall submit in writing to Landlord (the “Transfer Notice”); (i) the size and location of the space Tenant proposes to assign or sublet; (ii) the name of the proposed assignee or subtenant; (iii) the date on which the Tenant proposes that the transfer be effective, which shall not be earlier than the date which is 30 days after the Transfer Notice (iv) the nature of the proposed assignee’s or subtenant’s business to be carried on in the Premises; (v) the terms and provisions of the proposed sublease or assignment; (vi) such reasonable financial information as Landlord may request concerning the proposed assignee or subtenant, and (vii) such other information as Landlord may reasonably require. Tenant agrees to reimburse Landlord for Landlord’s actual costs and attorneys’ fees (not to exceed $5000) incurred in conjunction with the processing and documentation of any such requested assignment, subletting, transfer, change or ownership or hypothecation of this Lease. Notwithstanding the foregoing, within five (5) days after any assignment of sublet of Tenant’s interest in the Lease (including any assignment by operation of law or the transfer of fifty percent (50%) or more of the equity interests in Tenant measured by voting power or share of Tenant’s profit), Tenant shall provide Landlord a written notice of such assignment or sublet, which notice shall include the date on which the transfer occurred and each of the items specified in items (i), (ii), (iv), (v) and (vii) above.

Notice to Landlord. In the event Landlord’s consent is required pursuant to Section 15.1, Tenant shall first notify Landlord of its desire to assign its interest in this Lease or sublet the Premises do so and shall submit in writing to Landlord (the “Transfer Notice”); (i) the size and location of the space Tenant proposes to assign or sublet; (ii) the name of the proposed assignee or subtenant; (iii) the date on which the Tenant proposes that the transfer be effective, which shall not be earlier than the date which is 30 days after the Transfer Notice (iv) the nature of the proposed assignee’s or subtenant’s business to be carried on in the Premises; (v) the terms and provisions of the proposed sublease or assignment; (vi) such reasonable financial information as Landlord may request concerning the proposed assignee or subtenant, and (vii) such other information as Landlord may reasonably require. Tenant agrees to reimburse Landlord for Landlord’s actual costs and attorneys’ fees (not to exceed $5000) incurred in conjunction with the processing and documentation of any such requested assignment, subletting, transfer, change or ownership or hypothecation of this Lease. Notwithstanding the foregoing, within five (5) days after any assignment of or sublet of Tenant’s interest in the this Lease (including any assignment by operation of law or the transfer of fifty percent (50%) or more of the equity interests in Tenant measured by voting power or share of Tenant’s profit), Tenant shall provide Landlord a written notice of such assignment or sublet, which notice shall include the date on which the transfer occurred and each of the items specified in items (i), (ii), (iv), (v) and (vii) above.

Notice to Landlord. In the event Landlord’s consent is required pursuant If Tenant desires to Section 15.1enter into an Assignment or a Sublease, Tenant shall first notify give written notice to Landlord of its desire intention to assign its interest in this Lease or sublet the Premises and shall submit in writing to Landlord do so (the “Transfer Notice”); , containing (i) the size and location of the space Tenant proposes to assign or sublet; (ii) the name of the proposed assignee or subtenant; subtenant (iii) the date on which the Tenant proposes that the transfer be effectivecollectively, which shall not be earlier than the date which is 30 days after the Transfer Notice “Transferee”), (ivii) the nature of the proposed assignee’s or subtenantTransferee’s business to be carried on in the Premises; , (iii) the material terms of the proposed Assignment or Sublease, including, without limitation, the commencement and expiration dates thereof and the rent payable thereunder, (iv) the portion of the Premises proposed to be subleased (the “Transfer Space”). and (v) the terms most recent financial statement or other equivalent financial information reasonably available to Tenant concerning the proposed Transferee. Within fifteen (15) days after Landlord’s receipt of the Transfer Notice, Landlord shall, by written notice to Tenant, elect to (1) terminate this Lease as to the Transfer Space, with a proportionate reduction in Base Rent and provisions Tenant’s Proportionate Share of Operating Costs, effective upon a date not earlier than thirty (30) days nor later than sixty (60) days after Landlord’s notice, or (2) consent to the Sublease or Assignment, or (3) disapprove the Sublease or Assignment; provided, however, that, if Landlord does not make an election under (1) above, Landlord agrees not to unreasonably withhold its consent to the Sublease or Assignment. Landlord’s consent shall not be deemed to have been unreasonably withheld if the proposed sublessee or assignee is a new concern with no previous business history or if the proposed sublessee or assignee intends to use the Premises (x) for executive suites or any other use inconsistent with Section 7 or the operation of a first-class office building or (y) in a manner which would increase the use of, or the possibility of disturbance of, Hazardous Substances on the Property. Landlord’s failure to make such election within fifteen (15) days after Landlord’s receipt of the Transfer Notice shall be deemed to be Landlord’s disapproval of the proposed sublease Sublease or assignment; (vi) such reasonable financial information as Landlord may request concerning the proposed assignee or subtenant, and (vii) such other information as Landlord may reasonably require. Tenant agrees to reimburse Landlord for Landlord’s actual costs and attorneys’ fees (not to exceed $5000) incurred in conjunction with the processing and documentation of any such requested assignment, subletting, transfer, change or ownership or hypothecation of this Lease. Notwithstanding the foregoing, within five (5) days after any assignment of sublet of Tenant’s interest in the Lease (including any assignment by operation of law or the transfer of fifty percent (50%) or more of the equity interests in Tenant measured by voting power or share of Tenant’s profit), Tenant shall provide Landlord a written notice of such assignment or sublet, which notice shall include the date on which the transfer occurred and each of the items specified in items (i), (ii), (iv), (v) and (vii) aboveAssignment.

Notice to Landlord. In the event Landlord’s consent is required pursuant to Section 15.1Tenant shall, Tenant shall first notify by written notice, advise Landlord of its Tenant's desire on a stated date (which date shall not be less than thirty (30) days nor more than ninety (90) days after the date of Tenant's notice) to assign its interest in this Lease or to sublet all or any part of the Premises and shall submit in writing to Landlord (the “Transfer Notice”); (i) the size and location for any part of the space Tenant proposes Lease Term. Said notice shall state that the notice constitutes an offer to assign terminate the Lease or sublet; Tenant's interest in the portion of the Premises specified pursuant to Paragraph 24.2(b) if the notice applies to a proposed assignment of the Lease or Tenant's interest therein, a proposed sublease of all or any part of the Premises for more than fifty percent (ii50%) of the name remainder of the Lease Term, or a proposed sublease of more than fifty percent (50%) of the Premises for any period. Tenant's notice shall state the name, legal composition and address of the proposed assignee or subtenant, and Tenant shall provide the following information to Landlord with said notice: a true and complete copy of the proposed assignment agreement or sublease; a financial statement of the proposed assignee or subtenant (iiicertified as true and correct by an officer or partner of the proposed assignee or subtenant) prepared in accordance with generally accepted accounting principles within one year prior to the proposed effective date on which of the Tenant proposes that the transfer be effective, which shall not be earlier than the date which is 30 days after the Transfer Notice (iv) assignment or sublease; the nature of the proposed assignee’s 's or subtenant’s 's business to be carried on in the Premises; (v) the terms and provisions payments to be made or other consideration to be given on account of the proposed sublease assignment or assignmentsublease; (vi) a current financial statement of Tenant; and such reasonable financial other pertinent information as may be requested by Landlord, all in sufficient detail to enable Landlord may request concerning to evaluate the proposed assignment or sublease and the prospective assignee or subtenant, and (vii) . Tenant's notice shall not be deemed to have been served or given until such other time as Tenant has provided Landlord with all information as reasonably requested by Landlord may reasonably requirepursuant to this Paragraph 24.2. Tenant agrees to reimburse shall immediately notify Landlord for Landlord’s actual costs and attorneys’ fees (not to exceed $5000) incurred in conjunction with the processing and documentation of any such requested assignment, subletting, transfer, change or ownership or hypothecation of this Lease. Notwithstanding modification to the foregoing, within five (5) days after any assignment of sublet of Tenant’s interest in the Lease (including any assignment by operation of law or the transfer of fifty percent (50%) or more of the equity interests in Tenant measured by voting power or share of Tenant’s profit), Tenant shall provide Landlord a written notice proposed terms of such assignment or sublet, which sublease. Tenant may withdraw its notice shall include the date on which the transfer occurred and each at any time prior to exercise by Landlord of the items specified Landlord's right to terminate as described in items (iParagraph 24.2(b), (ii), (iv), (v) and (vii) above.

Notice to Landlord. In the event Landlord’s consent is required If Tenant desires at any time to assign this Lease pursuant to Section 15.116.1.1 or to sublet the Premises pursuant to Section 16.1.2, Tenant it shall first notify Landlord of its desire to assign its interest in this Lease or sublet the Premises do so and shall submit in writing to Landlord (the “Transfer Notice”); ): (i) with respect to a proposed sublease, the size and location of the space Tenant proposes to assign or sublet; , (ii) the name of the proposed assignee subtenant or subtenantassignee; (iii) the date on which the Tenant proposes that the transfer assignment or sublease be effective, which shall not be earlier than the date which is 30 thirty (30) days after the Transfer Notice (iv) the nature of the proposed assigneesubtenant’s or subtenantassignee’s business to be carried on in the Premises; (v) the terms and provisions of the proposed sublease or assignment; (vi) such reasonable financial information as Landlord may request concerning the proposed assignee subtenant or subtenantassignee, and (vii) such other information as Landlord may reasonably require. Tenant agrees to reimburse Landlord for Landlord’s actual costs and attorneys’ fees (not to exceed Five Thousand Dollars ($5000)) incurred in conjunction with the processing and documentation of any such requested assignment, subletting, transfer, or change or of ownership or hypothecation of this Lease. Notwithstanding the foregoing, within five (5) days after any assignment of sublet of Tenant’s interest in the Lease (including any assignment by operation of law or the transfer of fifty percent (50%) or more of the equity interests in Tenant measured by voting power or share of Tenant’s profit), Tenant shall provide Landlord a written notice of such assignment or sublet, which notice shall include the date on which the transfer occurred and each of the items specified in items (i), (ii), (iv), (v) and (vii) above.

Notice to Landlord. In the event Landlord’s consent is required pursuant If Tenant desires to Section 15.1enter into an Assignment or a Sublease, Tenant shall first notify give written notice to Landlord of its desire intention to assign its interest in this Lease or sublet the Premises and shall submit in writing to Landlord do so (the “Transfer Notice”); , containing (i) the size and location of the space Tenant proposes to assign or sublet; (ii) the name of the proposed assignee or subtenant; subtenant (iii) the date on which the Tenant proposes that the transfer be effectivecollectively, which shall not be earlier than the date which is 30 days after the Transfer Notice “Transferee”), (ivii) the nature of the proposed assignee’s or subtenantTransferee’s business to be carried on in the Premises; , (iii) the material terms of the proposed Assignment or Sublease, including, without limitation, the commencement and expiration dates thereof and the rent payable thereunder, (iv) the portion of the Premises proposed to be subleased (the “Transfer Space”), and (v) the terms and provisions most recent financial statement or other equivalent financial information reasonably available to Tenant concerning the proposed Transferee. Within fifteen (15) days after Landlord’s receipt of the Transfer Notice, Landlord shall, by written notice to Tenant, elect to (1) consent to the Sublease or Assignment, or (2) disapprove the Sublease or Assignment; provided, however, that Landlord agrees not to unreasonably withhold its consent to the Sublease or Assignment. Landlord’s consent shall not be deemed to have been unreasonably withheld if the proposed sublessee or assignee is a new concern with no previous business history or if the proposed sublessee or assignee intends to use the Premises (x) for executive suites or any other use inconsistent with Section 6 or the operation of a first-class office building or (y) in a manner which would increase the use of, or the possibility of disturbance of, Hazardous Substances on the Property. Landlord’s failure to make such election within fifteen (15) days after Landlord’s receipt of the Transfer Notice shall be deemed to be Landlord’s disapproval of the proposed sublease Sublease or assignment; (vi) such reasonable financial information as Landlord may request concerning the proposed assignee or subtenant, and (vii) such other information as Landlord may reasonably require. Tenant agrees to reimburse Landlord for Landlord’s actual costs and attorneys’ fees (not to exceed $5000) incurred in conjunction with the processing and documentation of any such requested assignment, subletting, transfer, change or ownership or hypothecation of this Lease. Notwithstanding the foregoing, within five (5) days after any assignment of sublet of Tenant’s interest in the Lease (including any assignment by operation of law or the transfer of fifty percent (50%) or more of the equity interests in Tenant measured by voting power or share of Tenant’s profit), Tenant shall provide Landlord a written notice of such assignment or sublet, which notice shall include the date on which the transfer occurred and each of the items specified in items (i), (ii), (iv), (v) and (vii) aboveAssignment.

Notice to Landlord. In If Tenant desires to make any Transfer (other than a Permitted Transfer, for which Tenant must notify Landlord within twenty (20) days after the event Landlord’s consent is required pursuant occurrence of same), then at least twenty (20) days (but no more than one hundred eighty (180) days) prior to Section 15.1the proposed effective date of the proposed Transfer, Tenant shall first notify Landlord of its desire to assign its interest in this Lease or sublet the Premises and shall submit in writing to Landlord a written request (the a “Transfer Notice”); ) for Landlord’s consent, which notice shall include: (i) the size and location of the space Tenant proposes to assign or sublet; a statement containing: (iia) the name and address of the proposed assignee or subtenantTransferee; (iiib) the date on which the Tenant proposes that the transfer be effectivecurrent, which shall not be earlier than the date which is 30 days after the Transfer Notice (iv) the nature certified financial statements of the proposed assignee’s or subtenant’s Transferee, and any other information and materials (including, without limitation, credit reports, business plans, operating history, bank and character references) required by Landlord to be carried on assist Landlord in reviewing the Premises; (v) the terms financial responsibility, character, and provisions reputation of the proposed sublease or assignmentTransferee; (vic) such reasonable financial information as Landlord may request concerning all of the principal terms of the proposed assignee or subtenant, Transfer; and (viid) such other information and materials as Landlord may reasonably requirerequest (and if Landlord requests such additional information or materials, the Transfer Notice shall not be deemed to have been received until Landlord receives such additional information or materials) and (ii) four (4) originals of the proposed assignment or other Transfer on a form reasonably approved by Landlord and executed by Tenant and the proposed Transferee. If Tenant agrees modifies any of the terms and conditions relevant to reimburse Landlord for Landlord’s actual costs and attorneys’ fees (not to exceed $5000) incurred in conjunction with the processing and documentation of any such requested assignment, subletting, transfer, change or ownership or hypothecation of this Lease. Notwithstanding the foregoing, within five (5) days after any assignment of sublet of Tenant’s interest a proposed Transfer specified in the Lease (including any assignment by operation of law or the transfer of fifty percent (50%) or more of the equity interests in Tenant measured by voting power or share of Tenant’s profit)Transfer Notice, Tenant shall provide re-submit such Transfer Notice to Landlord a written notice of such assignment or sublet, which notice shall include the date on which the transfer occurred and each for its consent pursuant to all of the items specified in items (i), (ii), (iv), (v) terms and (vii) aboveconditions of this Article 10.

Notice to Landlord. In If Tenant desires to make any Transfer (other than a Permitted Transfer or a Permitted Sublease, for which Tenant must notify Landlord of same and provide all related deliveries no later than five (5) Business Days after the event Landlord’s consent occurrence of such Permitted Transfer or Permitted Sublease, or a Permitted Agreement for which no notice is required pursuant necessary), but for which all materials described in this Section 10.2 must still be provided contemporaneously with such notice), then at least twenty (20) Business Days (but no more than one hundred eighty (180) days) prior to Section 15.1the proposed effective date of the proposed Transfer, Tenant shall first notify Landlord of its desire to assign its interest in this Lease or sublet the Premises and shall submit in writing to Landlord a written request (the a “Transfer Notice”); ) for Landlord’s consent, which notice shall include: (i) the size and location of the space Tenant proposes to assign or sublet; a statement containing: (iia) the name and address of the proposed assignee or subtenantTransferee; (iiib) the date on which the Tenant proposes that the transfer be effectivecurrent, which shall not be earlier than the date which is 30 days after the Transfer Notice (iv) the nature certified financial statements of the proposed assignee’s or subtenant’s Transferee, and any other information and materials (including, without limitation, credit reports, business plans, operating history, bank and character references) reasonably required by Landlord to be carried on assist Landlord in reviewing the Premises; (v) the terms financial responsibility, character, and provisions reputation of the proposed sublease or assignmentTransferee; (vic) such reasonable financial information as Landlord may request concerning all of the principal terms of the proposed assignee or subtenant, Transfer; and (viid) such other information and materials as Landlord may reasonably requirerequest (and if Landlord requests such additional information or materials, the Transfer Notice shall not be deemed to have been received until Landlord receives such additional information or materials) and (ii) four (4) originals of the proposed assignment or other Transfer on a form approved by Landlord and such other Transfer documentation that is executed by Tenant, the Indemnifier and the proposed Transferee. If Tenant agrees modifies any of the terms and conditions relevant to reimburse Landlord for Landlord’s actual costs and attorneys’ fees (not to exceed $5000) incurred in conjunction with the processing and documentation of any such requested assignment, subletting, transfer, change or ownership or hypothecation of this Lease. Notwithstanding the foregoing, within five (5) days after any assignment of sublet of Tenant’s interest a proposed Transfer specified in the Lease (including any assignment by operation of law or the transfer of fifty percent (50%) or more of the equity interests in Tenant measured by voting power or share of Tenant’s profit)Transfer Notice, Tenant shall provide re-submit such Transfer Notice to Landlord a written notice of such assignment or sublet, which notice shall include the date on which the transfer occurred and each for its consent pursuant to all of the items specified in items (i), (ii), (iv), (v) terms and (vii) aboveconditions of this Article 10.

Notice to Landlord. In the event Landlord’s consent is required pursuant to Section 15.1Tenant shall, Tenant shall first notify by written notice, advise Landlord of its Tenant’s desire on a stated date (which date shall not be less than thirty (30) days nor more than ninety (90) days after the date of Tenant’s notice) to assign its interest in this Lease or to sublet all or any part of the Premises and shall submit in writing to Landlord (the “Transfer Notice”); (i) the size and location for any part of the space Tenant proposes Lease Term. Tenant’s notice referred to assign or sublet; (ii) immediately above shall state the name and address of the proposed assignee or subtenant, and Tenant shall provide the following information to Landlord with said notice: a true and complete copy of the proposed assignment agreement or sublease; (iii) a financial statement of the proposed assignee or subtenant prepared in accordance with generally accepted accounting principles within one year prior to the proposed effective date on which of the Tenant proposes that the transfer be effective, which shall not be earlier than the date which is 30 days after the Transfer Notice (iv) assignment or sublease; the nature of the proposed assignee’s or subtenant’s business to be carried on in the Premises; (v) the terms and provisions payments to be made or other consideration to be given on account of the proposed sublease assignment or assignmentsublease; (vi) a current financial statement of Tenant; and such reasonable financial other pertinent information as may be requested by Landlord may request concerning within fifteen (15) days of Landlord’s receipt of Tenant’s written notice referred to above, all in sufficient detail to enable Landlord to evaluate the proposed assignment or sublease and the prospective assignee or subtenant, and (vii) . Tenant’s notice shall not be deemed to have been served or given until such other time as Tenant has provided Landlord with all information as reasonably requested by Landlord may reasonably requirepursuant to this Paragraph 24.2. Tenant agrees to reimburse shall immediately notify Landlord for Landlord’s actual costs and attorneys’ fees (not to exceed $5000) incurred in conjunction with the processing and documentation of any such requested assignment, subletting, transfer, change or ownership or hypothecation of this Lease. Notwithstanding modification to the foregoing, within five (5) days after any assignment of sublet of Tenant’s interest in the Lease (including any assignment by operation of law or the transfer of fifty percent (50%) or more of the equity interests in Tenant measured by voting power or share of Tenant’s profit), Tenant shall provide Landlord a written notice proposed terms of such assignment or sublet, which notice shall include the date on which the transfer occurred and each of the items specified in items (i), (ii), (iv), (v) and (vii) abovesublease.

Notice to Landlord. In the event Landlord’s consent is required pursuant to Section 15.1, (a) If Tenant shall first notify Landlord of its desire desires to assign its interest in this Lease or sublet all or part of the Premises and (other than an assignment or sublease that does not require Landlord’s consent in accordance with Sections 10.01(b) or 10.02), Tenant shall submit in writing give to Landlord notice (“Tenant’s Offer Notice”) thereof, specifying (i) in the case of a proposed subletting, the location, configuration and size of the space to be sublet, (ii) (A) in the case of a proposed assignment, Tenant’s good faith offer of the consideration Tenant desires to receive or pay for such assignment or (B) in the case of a proposed subletting, Tenant’s good faith offer of the fixed annual rent and additional rent which Tenant desires to receive for such proposed subletting (including the manner in which Tenant desires to be reimbursed for Tenant’s Operating Payment, Tenant’s PILOT Payment (including any applicable base years) and electricity), any free rent periods, work contributions and allowances, all other contributions and allowances, and other concessions Tenant is willing to give, and (C) all other economic and financial terms that Tenant proposes be included in the transaction, (iii) the proposed assignment effective date and the term of the proposed subletting, including the proposed sublease commencement date and expiration date, and (iv) in the case of a proposed sublease, the condition in which the subtenant would be required to return the space to be sublet upon the expiration or earlier termination of the term of such sublease (the “Transfer NoticeSublease Restoration Condition”); . At Tenant’s option, Tenant may also include with Tenant’s Offer Notice (ix) a statement setting forth in reasonable detail the size and location of the space Tenant proposes to assign or sublet; (ii) the name identity of the proposed assignee or subtenant; (iii) the date on which the Tenant proposes that the transfer be effective, which shall not be earlier than the date which is 30 days after the Transfer Notice (iv) the nature of the its business and its proposed assignee’s or subtenant’s business to be carried on in the Premises; (v) the terms and provisions use of the proposed sublease Premises (or assignment; portion thereof), and (viy) such reasonable current financial information as Landlord may request concerning with respect to the proposed assignee or subtenant, including, without limitation, its most recent financial statements (which shall have been audited by a reputable accounting firm reasonably satisfactory to Landlord, or, if audited financial statements shall not be available, which shall have been certified to be true, correct and (vii) such other information as Landlord may reasonably require. Tenant agrees to reimburse Landlord for Landlord’s actual costs and attorneys’ fees (not to exceed $5000) incurred in conjunction with complete by the processing and documentation of any such requested assignment, subletting, transfer, change or ownership or hypothecation of this Lease. Notwithstanding the foregoing, within five (5) days after any assignment of sublet of Tenant’s interest in the Lease (including any assignment by operation of law or the transfer of fifty percent (50%) or more Chief Financial Officer of the equity interests in Tenant measured by voting power proposed assignee or share of Tenantsubtenant (or, if the proposed assignee or subtenant shall not have a chief financial officer, such assignee’s profitor subtenant’s chief executive officer)) (collectively, Tenant shall provide Landlord a written notice of such assignment or sublet, which notice shall include the date on which the transfer occurred and each of the items specified in items (i“Prospective Party Information”), (ii), (iv), (v) and (vii) above.

Notice to Landlord. In If Tenant desires to make any Transfer (other than a Permitted Transfer, for which Tenant must notify Landlord within twenty (20) days after the event Landlord’s consent occurrence of same, or a Permitted Agreement, for which no notice is required pursuant necessary other than that which is expressly described in Section 10.4, below, but in each instance for which all materials described in this Section 10.2 must still be provided contemporaneously with such notice), then at least twenty (20) business days (but no more than one hundred eighty (180) days) prior to Section 15.1the proposed effective date of the proposed Transfer, Tenant shall first notify Landlord of its desire to assign its interest in this Lease or sublet the Premises and shall submit in writing to Landlord a written request (the a “Transfer Notice”); ) for Landlord’s consent, which notice shall include: (i) the size and location of the space Tenant proposes to assign or sublet; a statement containing: (iia) the name and address of the proposed assignee or subtenantTransferee; (iiib) the date on which the Tenant proposes that the transfer be effectivecurrent, which shall not be earlier than the date which is 30 days after the Transfer Notice (iv) the nature certified financial statements of the proposed assignee’s or subtenant’s Transferee, and any other information and materials (including, without limitation, credit reports, business plans, operating history, bank and character references) reasonably required by Landlord to be carried on assist Landlord in reviewing the Premises; (v) the terms financial responsibility, character, and provisions reputation of the proposed sublease or assignmentTransferee; (vic) such reasonable financial information as Landlord may request concerning all of the principal terms of the proposed assignee or subtenant, Transfer; and (viid) such other information and materials as Landlord may reasonably requirerequest (and if Landlord requests such additional information or materials, the Transfer Notice shall not be deemed to have been received until Landlord receives such additional information or materials) and (ii) four (4) originals of the proposed assignment or other Transfer on a form approved by Landlord and such other Transfer documentation that is executed by Tenant and the proposed Transferee. If Tenant agrees modifies any of the terms and conditions relevant to reimburse Landlord for Landlord’s actual costs and attorneys’ fees (not to exceed $5000) incurred in conjunction with the processing and documentation of any such requested assignment, subletting, transfer, change or ownership or hypothecation of this Lease. Notwithstanding the foregoing, within five (5) days after any assignment of sublet of Tenant’s interest a proposed Transfer specified in the Lease (including any assignment by operation of law or the transfer of fifty percent (50%) or more of the equity interests in Tenant measured by voting power or share of Tenant’s profit)Transfer Notice, Tenant shall provide re-submit such Transfer Notice to Landlord a written notice of such assignment or sublet, which notice shall include the date on which the transfer occurred and each for its consent pursuant to all of the items specified in items (i), (ii), (iv), (v) terms and (vii) aboveconditions of this Article 10.

Notice to Landlord. In the event Landlord’s consent is required pursuant to Section 15.1Tenant shall, Tenant shall first notify by written notice, advise Landlord of its Tenant's desire on a stated date (which date shall not be less than thirty (30) days nor more than ninety (90) days after the date of Tenant's notice) to assign its interest in this Lease or to sublet all or any part of the Premises and shall submit in writing to Landlord (the “Transfer Notice”); (i) the size and location for any part of the space Tenant proposes to assign or sublet; (ii) Lease Term. Tenant's notice shall state the name name, legal composition and address of the proposed assignee or subtenant; (iii) the date on which the Tenant proposes that the transfer be effective, which shall not be earlier than the date which is 30 days after the Transfer Notice (iv) the nature of the proposed assignee’s or subtenant’s business to be carried on in the Premises; (v) the terms and provisions of the proposed sublease or assignment; (vi) such reasonable financial information as Landlord may request concerning the proposed assignee or subtenant, and (vii) such other information as Landlord may reasonably require. Tenant agrees to reimburse Landlord for Landlord’s actual costs and attorneys’ fees (not to exceed $5000) incurred in conjunction with the processing and documentation of any such requested assignment, subletting, transfer, change or ownership or hypothecation of this Lease. Notwithstanding the foregoing, within five (5) days after any assignment of sublet of Tenant’s interest in the Lease (including any assignment by operation of law or the transfer of fifty percent (50%) or more of the equity interests in Tenant measured by voting power or share of Tenant’s profit), Tenant shall provide the following information to Landlord with said notice a written true and complete copy of the proposed assignment agreement or sublease; a financial statement of the proposed assignee or subtenant certified as true and correct by such assignee or subtenant and prepared in accordance with generally accepted accounting principles within one (1) year prior to the proposed effective date of the assignment or sublease; the actual use of the proposed assignee's or subtenant's business to be carried on at the Premises; the payments to be made or other consideration to be given on account of the assignment or sublease; a current financial statement of Tenant; and such other pertinent information as may be requested by Landlord, all in sufficient detail to enable Landlord to evaluate the proposed assignment or sublease and the prospective assignee or subtenant. Tenant's notice shall not be deemed to have been served or given until such time as Tenant has provided Landlord with all information reasonably requested by Landlord pursuant to this Section 11.2. Tenant shall immediately notify Landlord of any modification to the proposed terms of such assignment or sublet, which sublease. Tenant may withdraw its notice shall include at any time prior to the date on which the transfer occurred and each exercise by Landlord of the items specified in items (i), (ii), (iv), (v) and (vii) aboveits rights pursuant to Section 11.2.2 below.

Notice to Landlord. In the event Landlord’s consent is required pursuant If Tenant desires to Section 15.1enter into an Assignment or a ------------------- Sublease, Tenant shall first notify give notice to Landlord of its desire intention to assign its interest in this Lease or sublet the Premises and shall submit in writing to Landlord do so (the “Transfer Notice”"TRANSFER NOTICE"); , containing (i) the size and location of the space Tenant proposes to assign or sublet; (ii) the name of the proposed assignee or subtenant; subtenant (iii) the date on which the Tenant proposes that the transfer be effectivecollectively, which shall not be earlier than the date which is 30 days after the Transfer Notice "TRANSFEREE"), (ivii) the nature of the proposed assignee’s or subtenant’s Transferee's business to be carried on in the Premises; , (iii) the material terms of the proposed Assignment or Sublease, including, without limitation, the commencement and expiration dates thereof and the rent payable thereunder, (iv) the portion of the Premises proposed to be subleased (the "TRANSFER SPACE"), and (v) the terms most recent financial statement or other equivalent financial information reasonably available to Tenant concerning the proposed Transferee. Within fifteen (15) days after Landlord's receipt of the Transfer Notice, Landlord shall, by notice to Tenant, elect to (1) terminate this Lease as to the Transfer Space, with a proportionate reduction in Base Rent and provisions Tenant's Proportionate Share of Operating Costs, effective upon a date not earlier than thirty (30) days nor later than sixty (60) days after Landlord's notice, or (2) consent to the Sublease or Assignment, or (3) disapprove the Sublease or Assignment; provided, however, that, if Landlord does not make an election under (1) above, Landlord agrees not to unreasonably withhold its consent to the Sublease or Assignment. Landlord's consent shall not be deemed to have been unreasonably withheld if the proposed sublessee or assignee is a new concern with no previous business history, other than an Affiliate or Merged Entity, or if the proposed sublessee or assignee intends to use the Premises (x) for executive suites or any other use inconsistent with Section 7 or the operation --------- of a first- class office building or (y) in a manner which would increase the use of, or the possibility of disturbance of, Hazardous Substances on the Property. Landlord's failure to make such election within fifteen (15) days after Landlord's receipt of the Transfer Notice shall be deemed to be Landlord's disapproval of the proposed sublease Sublease or assignment; (vi) such reasonable financial information as Landlord may request concerning the proposed assignee or subtenant, and (vii) such other information as Landlord may reasonably require. Tenant agrees to reimburse Landlord for Landlord’s actual costs and attorneys’ fees (not to exceed $5000) incurred in conjunction with the processing and documentation of any such requested assignment, subletting, transfer, change or ownership or hypothecation of this Lease. Notwithstanding the foregoing, within five (5) days after any assignment of sublet of Tenant’s interest in the Lease (including any assignment by operation of law or the transfer of fifty percent (50%) or more of the equity interests in Tenant measured by voting power or share of Tenant’s profit), Tenant shall provide Landlord a written notice of such assignment or sublet, which notice shall include the date on which the transfer occurred and each of the items specified in items (i), (ii), (iv), (v) and (vii) aboveAssignment.

Notice to Landlord. In the event Landlord’s consent is required pursuant to Section 15.1Tenant shall, Tenant shall first notify by written notice, advise Landlord of its Tenant’s desire on a stated date (which date shall not be less than fifteen (15) days nor more than one hundred twenty (120) days after the date of Tenant’s notice) to assign its interest in this Lease or to sublet all or any part of the Premises and shall submit in writing to Landlord (the “Transfer Notice”); (i) the size and location for any part of the space Tenant proposes Lease Term. Said notice shall state that the notice constitutes an offer to assign terminate the Lease pursuant to Paragraph 24.2(b) if the notice applies to a proposed assignment of the Lease or sublet; (ii) Tenant’s interest herein. Tenant’s notice shall state the name name, legal composition and address of the proposed assignee or subtenant, and Tenant shall provide the following information to Landlord with said notice: a true and complete copy of the proposed assignment agreement or sublease; (iii) a financial statement of the proposed assignee or subtenant prepared in accordance with generally accepted accounting principles within one year prior to the proposed effective date on which of the Tenant proposes that the transfer be effective, which shall not be earlier than the date which is 30 days after the Transfer Notice (iv) assignment or sublease; the nature of the proposed assignee’s or subtenant’s business to be carried on in the Premises; (v) the terms and provisions payments to be made or other consideration to be given on account of the proposed sublease assignment or assignmentsublease; (vi) and such reasonable financial other pertinent information as may be reasonably requested by Landlord, all in sufficient detail to enable Landlord may request concerning to evaluate the proposed assignment or sublease and the prospective assignee or subtenant, and (vii) . Tenant’s notice shall not be deemed to have been served or given until such other time as Tenant has provided Landlord with all information as reasonably requested by Landlord may reasonably requirepursuant to this Paragraph 24.2. Tenant agrees to reimburse shall immediately notify Landlord for Landlord’s actual costs and attorneys’ fees (not to exceed $5000) incurred in conjunction with the processing and documentation of any such requested assignment, subletting, transfer, change or ownership or hypothecation of this Lease. Notwithstanding modification to the foregoing, within five (5) days after any assignment of sublet of Tenant’s interest in the Lease (including any assignment by operation of law or the transfer of fifty percent (50%) or more of the equity interests in Tenant measured by voting power or share of Tenant’s profit), Tenant shall provide Landlord a written notice proposed terms of such assignment or sublet, which sublease. Tenant may withdraw its notice shall include the date on which the transfer occurred and each at any time prior to or after exercise by Landlord of the items specified Landlord’s right to terminate as described in items (iParagraph 24.2(b), (ii), (iv), (v) and (vii) above.

Notice to Landlord. In the event Landlord’s consent is required pursuant to Section 15.1Tenant shall, Tenant shall first notify by written notice, advise Landlord of its Tenant’s desire on a stated date (which date shall not be less than thirty (30) days nor more than ninety (90) days after the date of Tenant’s notice) to assign its interest in this Lease or to sublet all or any part of the Premises and shall submit in writing to Landlord (the “Transfer Notice”); (i) the size and location for any part of the space Tenant proposes Lease Term. Tenant’s notice referred to assign or sublet; (ii) immediately above shall state the name name, legal composition and address of the proposed assignee or subtenant, and Tenant shall provide the following information to Landlord with said notice: a true and complete copy of the proposed assignment agreement or sublease; (iii) a financial statement of the proposed assignee or subtenant prepared in accordance with generally accepted accounting principles within one year prior to the proposed effective date on which of the Tenant proposes that the transfer be effective, which shall not be earlier than the date which is 30 days after the Transfer Notice (iv) assignment or sublease; the nature of the proposed assignee’s or subtenant’s business to be carried on in the Premises; (v) the terms and provisions payments to be made or other consideration to be given on account of the proposed sublease assignment or assignmentsublease; (vi) a current financial statement of Tenant; and such reasonable financial other pertinent information as may be requested by Landlord, all in sufficient detail to enable Landlord may request concerning to evaluate the proposed assignment or sublease and the prospective assignee or subtenant, and (vii) . Tenant’s notice shall not be deemed to have been served or given until such other time as Tenant has provided Landlord with all information as reasonably requested by Landlord may reasonably requirepursuant to this Paragraph 24.2. Tenant agrees to reimburse shall immediately notify Landlord for Landlord’s actual costs and attorneys’ fees (not to exceed $5000) incurred in conjunction with the processing and documentation of any such requested assignment, subletting, transfer, change or ownership or hypothecation of this Lease. Notwithstanding modification to the foregoing, within five (5) days after any assignment of sublet of Tenant’s interest in the Lease (including any assignment by operation of law or the transfer of fifty percent (50%) or more of the equity interests in Tenant measured by voting power or share of Tenant’s profit), Tenant shall provide Landlord a written notice proposed terms of such assignment or sublet, which notice shall include the date on which the transfer occurred and each of the items specified in items (i), (ii), (iv), (v) and (vii) abovesublease.

Notice to Landlord. In the event Landlord’s consent is required pursuant to Section 15.1Tenant shall, Tenant shall first notify by written notice, ------------------ advise Landlord of its Tenant's desire on a stated date (which date shall not be less than thirty (30) days nor more than ninety (90) days after the date of Tenant's notice) to assign its interest in this Lease or to sublet all or any part of the Premises and shall submit in writing to Landlord (the “Transfer Notice”); (i) the size and location for any part of the space Tenant proposes Lease Term. Said notice shall state that the notice constitutes an offer to assign terminate the Lease or sublet; Tenant's interest in the portion of the Premises specified pursuant to Paragraph 24.2(b) if the notice applies to a proposed assignment of the Lease or Tenant's interest therein, a proposed sublease of all or any part of the Premises for more than fifty percent (ii50%) of the name remainder of the Lease Term, or a proposed sublease of more than fifty percent (50%) of the Premises for any period. Tenant's notice shall state the name, legal composition and address of the proposed assignee or subtenant, and Tenant shall provide the following information to Landlord with said notice: a true and complete copy of the proposed assignment agreement or sublease; (iii) an audited financial statement of the proposed assignee or subtenant prepared in accordance with generally accepted accounting principles within one year prior to the proposed effective date on which of the Tenant proposes that the transfer be effective, which shall not be earlier than the date which is 30 days after the Transfer Notice (iv) assignment or sublease; the nature of the proposed assignee’s 's or subtenant’s 's business to be carried on in the Premises; (v) the terms and provisions payments to be made or other consideration to be given on account of the proposed sublease assignment or assignmentsublease; (vi) a current financial statement of Tenant; and such reasonable financial other pertinent information as Landlord may request concerning the proposed assignee or subtenant, and (vii) such other information as Landlord may reasonably require. Tenant agrees to reimburse Landlord for Landlord’s actual costs and attorneys’ fees (not to exceed $5000) incurred in conjunction with the processing and documentation of any such requested assignment, subletting, transfer, change or ownership or hypothecation of this Lease. Notwithstanding the foregoing, within five (5) days after any assignment of sublet of Tenant’s interest in the Lease (including any assignment by operation of law or the transfer of fifty percent (50%) or more of the equity interests in Tenant measured by voting power or share of Tenant’s profit), Tenant shall provide Landlord a written notice of such assignment or sublet, which notice shall include the date on which the transfer occurred and each of the items specified in items (i), (ii), (iv), (v) and (vii) above.be requested

Notice to Landlord. In the event Landlord’s consent is required pursuant If Tenant desires to Section 15.1enter into an Assignment or a Sublease, Tenant shall first notify give notice to Landlord of its desire intention to assign its interest in this Lease or sublet the Premises and shall submit in writing to Landlord do so (the “"Transfer Notice”"); , containing (i) the size and location of the space Tenant proposes to assign or sublet; (ii) the name of the proposed assignee or subtenant; subtenant (iii) the date on which the Tenant proposes that the transfer be effectivecollectively, which shall not be earlier than the date which is 30 days after the Transfer Notice "Transferee"), (ivii) the nature of the proposed assignee’s or subtenant’s Transferee's business to be carried on in the Premises; , (iii) the material terms of the proposed Assignment or Sublease, including, without limitation, the commencement and expiration dates thereof and the rent payable thereunder, (iv) the portion of the Premises proposed to be subleased (the "Transfer Space"), and (v) the terms most recent financial statement or other equivalent financial information reasonably available to Tenant concerning the proposed Transferee. Within ten (10) days after Landlord's receipt of the Transfer Notice, Landlord shall, by notice to Tenant, elect to (1) terminate this Lease as to the Transfer Space, with a proportionate reduction in Base Rent and provisions Tenant's Proportionate Share of Operating Costs, effective upon the date the proposed Sublease or Assignment would actually have commenced (determined by taking into account all relevant factors), or (2) consent to the Sublease or Assignment, or (i) disapprove the Sublease or Assignment; provided, however, that, if Landlord does not make an election under (1) above, Landlord agrees not to unreasonably withhold its consent to the Sublease or Assignment. Landlord's consent shall not be deemed to have been unreasonably withheld if the proposed sublessee or assignee is a new concern with no previous business history or if the proposed sublessee or assignee intends to use the Premises (x) for executive suites or any other use inconsistent with Section 7 or the operation of a first-class office building or (y) in a manner which would increase the use of, or the possibility of disturbance of, Hazardous Substances on the Property. Landlord's failure to make such election within fifteen (15) days after Landlord's receipt of the Transfer Notice shall be deemed to be Landlord's disapproval of the proposed sublease Sublease or assignment; (vi) such reasonable financial information as Landlord may request concerning the proposed assignee or subtenant, and (vii) such other information as Landlord may reasonably require. Tenant agrees to reimburse Landlord for Landlord’s actual costs and attorneys’ fees (not to exceed $5000) incurred in conjunction with the processing and documentation of any such requested assignment, subletting, transfer, change or ownership or hypothecation of this Lease. Notwithstanding the foregoing, within five (5) days after any assignment of sublet of Tenant’s interest in the Lease (including any assignment by operation of law or the transfer of fifty percent (50%) or more of the equity interests in Tenant measured by voting power or share of Tenant’s profit), Tenant shall provide Landlord a written notice of such assignment or sublet, which notice shall include the date on which the transfer occurred and each of the items specified in items (i), (ii), (iv), (v) and (vii) aboveAssignment.

Notice to Landlord. In the event Landlord’s consent is required pursuant to Section 15.1Tenant shall, Tenant shall first notify by written notice, advise Landlord of its Tenant’s desire on a stated date (which date shall not be less than fifteen (15) days nor more than ninety (90) days after the date of Tenant’s notice) to assign its interest in this Lease or to sublet all or any part of the Premises and shall submit in writing to Landlord (the “Transfer Notice”); (i) the size and location for any part of the space Tenant proposes Lease Term. Said notice shall state that the notice constitutes an offer to assign terminate the Lease pursuant to Paragraph 24.2(b) if the notice applies to a proposed assignment of the Lease or sublet; Tenant’s interest herein or a proposed sublease of more than ninety percent (ii90%) of the name Premises for any period. Tenant’s notice shall state the name, legal composition and address of the proposed assignee or subtenant, and Tenant shall provide the following information to Landlord with said notice: a true and complete copy of the proposed assignment agreement or sublease; (iii) a financial statement of the proposed assignee or subtenant prepared in accordance with generally accepted accounting principles within one year prior to the proposed effective date on which of the Tenant proposes that the transfer be effective, which shall not be earlier than the date which is 30 days after the Transfer Notice (iv) assignment or sublease; the nature of the proposed assignee’s or subtenant’s business to be carried on in the Premises; (v) the terms and provisions payments to be made or other consideration to be given on account of the proposed sublease assignment or assignmentsublease; (vi) a current financial statement of Tenant; and such reasonable financial other pertinent information as may be requested by Landlord, all in sufficient detail to enable Landlord may request concerning to evaluate the proposed assignment or sublease and the prospective assignee or subtenant, and (vii) . Tenant’s notice shall not be deemed to have been served or given until such other time as Tenant has provided Landlord with all information as reasonably requested by Landlord may reasonably requirepursuant to this Paragraph 24.2. Tenant agrees to reimburse shall immediately notify Landlord for Landlord’s actual costs and attorneys’ fees (not to exceed $5000) incurred in conjunction with the processing and documentation of any such requested assignment, subletting, transfer, change or ownership or hypothecation of this Lease. Notwithstanding modification to the foregoing, within five (5) days after any assignment of sublet of Tenant’s interest in the Lease (including any assignment by operation of law or the transfer of fifty percent (50%) or more of the equity interests in Tenant measured by voting power or share of Tenant’s profit), Tenant shall provide Landlord a written notice proposed terms of such assignment or sublet, which notice shall include the date on which the transfer occurred and each of the items specified in items (i), (ii), (iv), (v) and (vii) abovesublease.

Notice to Landlord. In the event Landlord’s consent is required pursuant If Tenant desires to Section 15.1enter into an Assignment or a ------------------ Sublease, Tenant shall first notify give notice to Landlord of its desire intention to assign its interest in this Lease or sublet the Premises and shall submit in writing to Landlord do so (the “"Transfer Notice”"); , containing (i) the size and location of the space Tenant proposes to assign or sublet; (ii) the name of the proposed assignee or subtenant; subtenant (iii) the date on which the Tenant proposes that the transfer be effectivecollectively, which shall not be earlier than the date which is 30 days after the Transfer Notice "Transferee"), (ivii) the nature of the proposed assignee’s or subtenant’s Transferee's business to be carried on in the Premises; , (iii) the material terms of the proposed Assignment or Sublease, including, without limitation, the commencement and expiration dates thereof and the rent payable thereunder, (iv) the portion of the Premises proposed to be subleased (the "Transfer Space"), and (v) the terms most recent financial statement or other equivalent financial information reasonably available to Tenant concerning the proposed Transferee. Within ten (10) days after Xxxxxxxx's receipt of the Transfer Notice, Landlord shall, by notice to Tenant, elect to (1) terminate this Lease as to the Transfer Space, with a proportionate reduction in Base Rent and provisions Tenant's Proportionate Share of Operating Costs, effective upon the date the proposed Sublease or Assignment would actually have commenced (determined by taking into account all relevant factors), or (2) consent to the Sublease or Assignment, or (i) disapprove the Sublease or Assignment; provided, however, that, if Landlord does not make an election under (1) above, Xxxxxxxx agrees not to unreasonably withhold its consent to the Sublease or Assignment. Xxxxxxxx's consent shall not be deemed to have been unreasonably withheld if the proposed sublessee or assignee is a new concern with no previous business history or if the proposed sublessee or assignee intends to use the Premises (x) for executive suites or any other use inconsistent with Section 7 or the operation of a first-class --------- office building or (y) in a manner which would increase the use of, or the possibility of disturbance of, Hazardous Substances on the Property. Xxxxxxxx's failure to make such election within fifteen (15) days after Xxxxxxxx's receipt of the Transfer Notice shall be deemed to be Landlord's disapproval of the proposed sublease Sublease or assignment; (vi) such reasonable financial information as Landlord may request concerning the proposed assignee or subtenant, and (vii) such other information as Landlord may reasonably require. Tenant agrees to reimburse Landlord for Landlord’s actual costs and attorneys’ fees (not to exceed $5000) incurred in conjunction with the processing and documentation of any such requested assignment, subletting, transfer, change or ownership or hypothecation of this Lease. Notwithstanding the foregoing, within five (5) days after any assignment of sublet of Tenant’s interest in the Lease (including any assignment by operation of law or the transfer of fifty percent (50%) or more of the equity interests in Tenant measured by voting power or share of Tenant’s profit), Tenant shall provide Landlord a written notice of such assignment or sublet, which notice shall include the date on which the transfer occurred and each of the items specified in items (i), (ii), (iv), (v) and (vii) aboveAssignment.

Notice to Landlord. In the event Landlord’s consent is required pursuant to Section 15.1Tenant shall, Tenant shall first notify by written notice, advise Landlord of its Tenant’s desire on a stated date (which date shall not be less than fifteen (15) days nor more than ninety (90) days after the date of Tenant’s notice) to assign its interest in this Lease or to sublet all or any part of the Premises and shall submit in writing to Landlord (the “Transfer Notice”); (i) the size and location for any part of the space Tenant proposes Lease Term. Said notice shall state that the notice constitutes an offer to assign terminate the Lease pursuant to Paragraph 24.2(b) if the notice applies to a proposed assignment of the Lease or sublet; (ii) Tenant’s interest herein. Tenant’s notice shall state the name name, legal composition and address of the proposed assignee or subtenant, and Tenant shall provide the following information to Landlord with said notice: a true and complete copy of the proposed assignment agreement or sublease; (iii) a financial statement of the proposed assignee or subtenant prepared in accordance with generally accepted accounting principles within one year prior to the proposed effective date on which of the Tenant proposes that the transfer be effective, which shall not be earlier than the date which is 30 days after the Transfer Notice (iv) assignment or sublease; the nature of the proposed assignee’s or subtenant’s business to be carried on in the Premises; (v) the terms and provisions payments to be made or other consideration to be given on account of the proposed sublease assignment or assignmentsublease; (vi) a current financial statement of Tenant; and such reasonable financial other pertinent information as may be requested by Landlord, all in sufficient detail to enable Landlord may request concerning to evaluate the proposed assignment or sublease and the prospective assignee or subtenant, and (vii) . Tenant’s notice shall not be deemed to have been served or given until such other time as Tenant has provided Landlord with all information as reasonably requested by Landlord may reasonably requirepursuant to this Paragraph 24.2. Tenant agrees to reimburse shall immediately notify Landlord for Landlord’s actual costs and attorneys’ fees (not to exceed $5000) incurred in conjunction with the processing and documentation of any such requested assignment, subletting, transfer, change or ownership or hypothecation of this Lease. Notwithstanding modification to the foregoing, within five (5) days after any assignment of sublet of Tenant’s interest in the Lease (including any assignment by operation of law or the transfer of fifty percent (50%) or more of the equity interests in Tenant measured by voting power or share of Tenant’s profit), Tenant shall provide Landlord a written notice proposed terms of such assignment or sublet, which sublease. Tenant may withdraw its notice shall include the date on which the transfer occurred and each at any time prior to or after exercise by Landlord of the items specified Landlord’s right to terminate as described in items (iParagraph 24.2(b), (ii), (iv), (v) and (vii) above.

Notice to Landlord. In If Tenant desires to make any Transfer (other than a Permitted Transfer, for which Tenant must notify Landlord within twenty (20) days after the event Landlord’s consent is required pursuant occurrence of same), then at least twenty (20) days (but no more than one hundred eighty (180) days) prior to Section 15.1the proposed effective date of the proposed Transfer, Tenant shall first notify Landlord of its desire to assign its interest in this Lease or sublet the Premises and shall submit in writing to Landlord a written request (the a “Transfer Notice”); ) for Landlord’s consent, which notice shall include: (i) the size and location of the space Tenant proposes to assign or sublet; a statement containing: (iia) the name and address of the proposed assignee or subtenantTransferee; (iiib) the date on which the Tenant proposes that the transfer be effectivecurrent, which shall not be earlier than the date which is 30 days after the Transfer Notice (iv) the nature certified financial statements of the proposed assignee’s or subtenant’s Transferee, and any other information and materials (including, without limitation, credit reports, business plans, operating history, bank and character references) required by Landlord to be carried on assist Landlord in reviewing the Premises; (v) the terms financial responsibility, character, and provisions reputation of the proposed sublease or assignmentTransferee; (vic) such reasonable financial information as Landlord may request concerning all of the principal terms of the proposed assignee or subtenant, Transfer; and (viid) such other information and materials as Landlord may reasonably require. Tenant agrees request (and if Landlord requests such additional information or materials, the Transfer Notice shall not be deemed to reimburse have been received until Landlord for receives such additional information or materials) and (ii) one (1) original of the proposed assignment or other Transfer setting forth the major economic terms thereof on a form reasonably approved by Landlord and four (4) originals of the Landlord’s actual costs standard form of “Assignment and attorneys’ fees (not Assumption of Lease and Consent” or other Transfer documentation executed by Tenant and the proposed Transferee. If Tenant modifies any of the terms and conditions relevant to exceed $5000) incurred in conjunction with the processing and documentation of any such requested assignment, subletting, transfer, change or ownership or hypothecation of this Lease. Notwithstanding the foregoing, within five (5) days after any assignment of sublet of Tenant’s interest a proposed Transfer specified in the Lease (including any assignment by operation of law or the transfer of fifty percent (50%) or more of the equity interests in Tenant measured by voting power or share of Tenant’s profit)Transfer Notice, Tenant shall provide re-submit such Transfer Notice to Landlord a written notice of such assignment or sublet, which notice shall include the date on which the transfer occurred and each for its consent pursuant to all of the items specified in items (i), (ii), (iv), (v) terms and (vii) aboveconditions of this Article 10.

Notice to Landlord. In the event Landlord’s consent is required pursuant to Section 15.1Tenant shall, Tenant shall first notify by written notice, advise Landlord of its Tenant’s desire on a stated date (which date shall not be less than thirty (30) days nor more than ninety (90) days after the date of Tenant’s notice) to assign its interest in this Lease or to sublet all or any part of the Premises and shall submit in writing to Landlord (the “Transfer Notice”); (i) the size and location for any part of the space Tenant proposes Lease Term. Subject to assign the provisions of Section 24.11 below, said notice shall constitute an offer to terminate the Lease or sublet; Tenant’s interest in the portion of the Premises specified pursuant to Paragraph 24.2(b) if the notice applies to a proposed assignment of the Lease or Tenant’s interest therein, a proposed sublease of all or any part of the Premises for more than fifty percent (ii50%) of the name remainder of the Lease Term, or a proposed sublease of more than fifty percent (50%) of the Premises for any period. Tenant’s notice shall state the name, legal composition and address of the proposed assignee or subtenant, and Tenant shall provide the following information to Landlord with said notice: a true and complete copy of the proposed assignment agreement or sublease; a financial statement of the proposed assignee or subtenant (iiicertified as true and correct by an officer or partner of the proposed assignee or subtenant) prepared in accordance with generally accepted accounting principles within one year prior to the proposed effective date on which of the Tenant proposes that the transfer be effective, which shall not be earlier than the date which is 30 days after the Transfer Notice (iv) assignment or sublease; the nature of the proposed assignee’s or subtenant’s business to be carried on in the Premises; (v) the terms and provisions payments to be made or other consideration to be given on account of the proposed sublease assignment or assignmentsublease; (vi) a current financial statement of Tenant; and such reasonable financial other pertinent information as may be requested by Landlord, all in sufficient detail to enable Landlord may request concerning to evaluate the proposed assignment or sublease and the prospective assignee or subtenant, and (vii) . Tenant’s notice shall not be deemed to have been served or given until such other time as Tenant has provided Landlord with all information as reasonably requested by Landlord may reasonably requirepursuant to this Paragraph 24.2. Tenant agrees to reimburse shall immediately notify Landlord for Landlord’s actual costs and attorneys’ fees (not to exceed $5000) incurred in conjunction with the processing and documentation of any such requested assignment, subletting, transfer, change or ownership or hypothecation of this Lease. Notwithstanding modification to the foregoing, within five (5) days after any assignment of sublet of Tenant’s interest in the Lease (including any assignment by operation of law or the transfer of fifty percent (50%) or more of the equity interests in Tenant measured by voting power or share of Tenant’s profit), Tenant shall provide Landlord a written notice proposed terms of such assignment or subletsublease. Tenant may withdraw its notice at any time prior to exercise by Landlord, which notice shall include the date on which the transfer occurred and each if applicable, of the items specified Landlord’s right to terminate as described in items (iParagraph 24.2(b), (ii), (iv), (v) and (vii) above.

Notice to Landlord. In If Tenant desires to make any Transfer (other than a Permitted Transfer, for which Tenant must notify Landlord within twenty (20) days after the event Landlord’s consent occurrence of same, or a Permitted Agreement, for which no notice is required pursuant necessary other than that which is expressly described in Section 10.5, below, but for which all materials described in this Section 10.2 must still be provided contemporaneously with such notice), then at least twenty (20) business days (but no more than one hundred eighty (180) days) prior to Section 15.1the proposed effective date of the proposed Transfer, Tenant shall first notify Landlord of its desire to assign its interest in this Lease or sublet the Premises and shall submit in writing to Landlord a written request (the a “Transfer Notice”); ) for Landlord’s consent, which notice shall include: (i) the size and location of the space Tenant proposes to assign or sublet; a statement containing: (iia) the name and address of the proposed assignee or subtenantTransferee; (iiib) the date on which the Tenant proposes that the transfer be effectivecurrent, which shall not be earlier than the date which is 30 days after the Transfer Notice (iv) the nature certified financial statements of the proposed assignee’s or subtenant’s Transferee, and any other information and materials (including, without limitation, credit reports, business plans, operating history, bank and character references) reasonably required by Landlord to be carried on assist Landlord in reviewing the Premises; (v) the terms financial responsibility, character, and provisions reputation of the proposed sublease or assignmentTransferee; (vic) such reasonable financial information as Landlord may request concerning all of the principal terms of the proposed assignee or subtenant, Transfer; and (viid) such other information and materials as Landlord may reasonably requirerequest (and if Landlord requests such additional information or materials, the Transfer Notice shall not be deemed to have been received until Landlord receives such additional information or materials) and (ii) four (4) originals of the proposed assignment or other Transfer on a form approved by Landlord and such other Transfer documentation that is executed by Tenant and the proposed Transferee. If Tenant agrees modifies any of the terms and conditions relevant to reimburse Landlord for Landlord’s actual costs and attorneys’ fees (not to exceed $5000) incurred in conjunction with the processing and documentation of any such requested assignment, subletting, transfer, change or ownership or hypothecation of this Lease. Notwithstanding the foregoing, within five (5) days after any assignment of sublet of Tenant’s interest a proposed Transfer specified in the Lease (including any assignment by operation of law or the transfer of fifty percent (50%) or more of the equity interests in Tenant measured by voting power or share of Tenant’s profit)Transfer Notice, Tenant shall provide re-submit such Transfer Notice to Landlord a written notice of such assignment or sublet, which notice shall include the date on which the transfer occurred and each for its consent pursuant to all of the items specified in items (i), (ii), (iv), (v) terms and (vii) aboveconditions of this Article 10.

Notice to Landlord. In If Tenant or its legal representatives desires to assign this Lease or sublet all of the event Landlord’s consent is required pursuant to Section 15.1Premises, Tenant shall first notify Landlord shall, in all events prior to any marketing of such space, deliver Notice to the then managing agent of the Building of its desire to assign or sublet, and such Notice shall set forth all of the financial and other material terms and conditions of the proposed transaction by which Tenant is prepared to enter into an assignment or sublease (the "Assignment/Sublet Notice"). Promptly after Landlord's receipt of the Assignment/Sublet Notice (and provided that such Assignment/Sublet Notice shall expressly request that Landlord furnish such information), Landlord shall furnish to Tenant a Notice setting forth with reasonable specificity the uses and proposed occupants that do not then comply with the terms of any other direct lease of any portion of the Building Office Space, including, without limitation, if such proposed occupant is an Executive Suite Competitor or a Specific Competitor. Landlord's rejection of a proposed assignment or subletting that does not comply with the terms of any other direct lease of any portion of the Building Office Space shall be deemed to be reasonable. For the purposes of this Article 8, the phrase "marketing of space" or words of similar import shall mean the circulating of information with respect to such space and the terms of its interest in this Lease availability to any third party (including listing such space with brokers or sublet the Premises and a listing company such as Costar or distributing a broker flyer by electronic mail or otherwise). Upon obtaining a proposed assignee or subtenant upon acceptable terms, Tenant shall submit in writing to Landlord (the “Transfer Notice”); in writing: (i) the size identity and location address of the space Tenant proposes to assign such assignee or subletsublessee and its major shareholders, key members, partners, principals, and executive officers or managers; (ii) the name nature and character of the business which the proposed assignee or subtenantsublessee will conduct in the Premises; (iii) the most recent two (2) years of financial statements from such proposed assignee or sublessee (or a proposed guarantor) in a form reasonably acceptable to Landlord; (iv) a fully executed copy of the proposed assignment or sublease setting forth all of the material financial terms and conditions of the proposed transaction, which assignment or sublease shall expressly state that such transaction is conditioned upon Landlord's rights and consent as provided in this Article 8 (or a term sheet setting forth all of the material financial terms and conditions of the proposed transaction (including the proposed effective date on which the Tenant proposes that the transfer be effectivethereof, which shall not be earlier sooner than one hundred ninety (90) days following the date which is 30 days after the Transfer Notice (iv) the nature of submission to Landlord of all of the proposed assignee’s required information hereunder with respect thereto) which shall have been executed by Tenant or subtenant’s business to be carried on in the Premises; (v) the terms Tenant's broker, and provisions of the proposed sublease or assignment; (vi) such reasonable financial information as Landlord may request concerning the proposed assignee or subtenant, or the broker of such proposed assignee or subtenant, as the case may be); and (viiv) such any other information as concerning the assignment or sublease which Landlord may reasonably requirerequest (collectively the "Assignment/Sublet Documentation"). Tenant agrees As a condition to reimburse the effectiveness of any proposed sublease or assignment (as the case may be) with respect to which (i) Landlord for Landlord’s actual costs and attorneys’ fees (not has agreed to exceed $5000) incurred grant its consent in conjunction accordance with the processing terms of this Section 8.01B hereof and documentation (ii) Tenant delivered to Landlord a term sheet (as opposed to an executed copy of the proposed assignment or sublease, as the case may be), the parties agree that (a) none of the material financial terms in the fully executed copy of the sublease or assignment (as the case may be) delivered to Landlord may vary from the corresponding term set forth in the term sheet theretofore delivered by Tenant to Landlord with respect thereto by more than a de minimis extent, (b) Landlord shall not be obligated to execute its written form of consent with respect to any such requested assignmentassignment or sublease (as the case may be) prior to Landlord's receipt of a true and correct copy of the fully executed copy of the sublease or assignment (as the case may be), subletting, transfer, change (c) Tenant shall deliver to Landlord a true and correct copy of the fully executed copy of the sublease or ownership or hypothecation of this Lease. Notwithstanding assignment (as the foregoing, case may be) within five ten (510) days after any assignment such agreement has been executed, but no later than twenty (20) days prior to the commencement date of sublet the term of Tenant’s interest in the Lease (including any assignment by operation of law such sublease or the transfer effective date of fifty percent such assignment (50%as the case may be) and (d) Tenant and the proposed assignee or more subtenant (as the case may be) must unconditionally (subject to compliance with the terms of this Article 8) execute and deliver such assignment or sublease, as the equity interests case may be (and deliver to Landlord a true and complete copy thereof), within ninety (90) days following the date upon which Landlord agreed to grant its consent in accordance with the terms of this Section 8.01B, it being agreed that if Tenant measured by voting power fails to so timely deliver to Landlord such fully executed assignment or share of Tenant’s profitsublease (as the case may be), Tenant shall provide Landlord a written notice of such assignment or sublet, which notice shall include the date on which the transfer occurred and each be obligated to again fully comply with all of the items specified in items (i), (ii), (iv), (v) and (vii) aboveterms of this Article 8 with respect to such proposed transaction.

Notice to Landlord. In If Tenant desires to make any Transfer (other than a Permitted Transfer, for which Tenant must notify Landlord within twenty (20) days after the event Landlord’s consent is required pursuant occurrence of same), then at least ten (10) days (but no more than one hundred eighty (180) days) prior to Section 15.1the proposed effective date of the proposed Transfer, Tenant shall first notify Landlord of its desire to assign its interest in this Lease or sublet the Premises and shall submit in writing to Landlord a written request (the a “Transfer Notice”); ) for Landlord’s consent, which notice shall include: (i) the size and location of the space Tenant proposes to assign or sublet; a statement containing: (iia) the name and address of the proposed assignee or subtenantTransferee; (iiib) the date on which the Tenant proposes that the transfer be effectivecurrent, which shall not be earlier than the date which is 30 days after the Transfer Notice (iv) the nature certified financial statements of the proposed assignee’s or subtenant’s Transferee, and any other information and materials (including, without limitation, credit reports, business plans, operating history, bank and character references) reasonably required by Landlord to be carried on assist Landlord in reviewing the Premises; (v) the terms financial responsibility, character, and provisions reputation of the proposed sublease or assignmentTransferee; (vic) such reasonable financial information as Landlord may request concerning all of the principal terms of the proposed assignee or subtenant, Transfer; and (viid) such other information and materials as Landlord may reasonably require. Tenant agrees request (and if Landlord requests such additional information or materials, the Transfer Notice shall not be deemed to reimburse have been received until Landlord for receives such additional information or materials) and (ii) four (4) originals of the proposed assignment or other Transfer on a form reasonably approved by Landlord and four (4) originals of the Landlord’s actual costs standard form of “Assignment and attorneys’ fees (not Assumption of Lease and Consent” or other Transfer documentation executed by Tenant and the proposed Transferee. If Tenant materially modifies any of the terms and conditions relevant to exceed $5000) incurred in conjunction with the processing and documentation of any such requested assignment, subletting, transfer, change or ownership or hypothecation of this Lease. Notwithstanding the foregoing, within five (5) days after any assignment of sublet of Tenant’s interest a proposed Transfer specified in the Lease (including any assignment by operation of law or the transfer of fifty percent (50%) or more of the equity interests in Tenant measured by voting power or share of Tenant’s profit)Transfer Notice, Tenant shall provide re-submit such Transfer Notice to Landlord a written notice of such assignment or sublet, which notice shall include the date on which the transfer occurred and each for its consent pursuant to all of the items specified in items (i), (ii), (iv), (v) terms and (vii) aboveconditions of this Article 10.

Notice to Landlord. In the event Landlord’s consent is required pursuant to Section 15.1, Tenant shall first notify Landlord provide written notice of its desire to assign its interest in this Lease the proposed assignee, subtenant or sublet the Premises and shall submit in writing to Landlord other transferee (the collectively, a “Transfer NoticeTransferee”); , as applicable, which notice shall provide Landlord with (i) the size name and location address of the space Tenant proposes to assign or sublet; proposed Transferee, (ii) the name a reasonably detailed description of the proposed assignee such person or subtenant; entity’s business, (iii) the date on which the Tenant proposes that the transfer be effectiveproposed Transferee’s financials, which shall not be earlier than the date which is 30 days after the Transfer Notice and (iv) the nature a list of Hazardous Substances (certified by the proposed assignee’s or subtenant’s business Transferee to be carried on true and correct) that the proposed Transferee intends to use or store in the Premises; (v, and the information described in Section 8(G) the terms and provisions of the proposed sublease or assignment; (vi) such reasonable financial information as Landlord may request concerning the proposed assignee or subtenantabove related thereto, and (viiv) such other information as Landlord may reasonably require. If Landlord does not send written notice of disapproval to Tenant agrees with respect to reimburse Landlord a request for approval of a Transfer within fifteen (15) business days after Landlord’s actual costs receipt of Tenant’s request for approval, Landlord shall be deemed to have not approved the Transfer as submitted; however, following the expiration of such fifteen (15) business day period, Tenant may elect to deliver a second written notice to Landlord requesting approval of the applicable Transfer, and attorneys’ fees (not if Landlord fails to exceed $5000) incurred in conjunction with the processing and documentation of any such requested assignment, subletting, transfer, change or ownership or hypothecation of this Lease. Notwithstanding the foregoing, respond within five (5) business days after any assignment of sublet of Tenant’s interest in thereafter, Landlord shall be deemed to have approved the Lease (including any assignment by operation of law or the transfer of fifty percent (50%) or more applicable Transfer. If Landlord disapproves of the equity interests in proposed Transferee, Landlord shall promptly provide Tenant measured by voting power or share with a detailed written explanation of Tenant’s profit)the reasons for such disapproval, and Landlord and Tenant shall provide Landlord a written notice of such assignment or sublet, which notice shall include the date on which the transfer occurred and each of the items specified confer in items (i), (ii), (iv), (v) and (vii) abovegood faith about Landlord’s objections in an effort to mutually acceptably resolve Landlord’s objections.

Notice to Landlord. In the event Landlord’s consent is required pursuant If Tenant desires to Section 15.1enter into an Assignment or a Sublease, Tenant shall first notify give written notice to Landlord of its desire intention to assign its interest in this Lease or sublet the Premises and shall submit in writing to Landlord do so (the “Transfer Notice”); , containing (i) the size and location of the space Tenant proposes to assign or sublet; (ii) the name of the proposed assignee or subtenant; subtenant (iii) the date on which the Tenant proposes that the transfer be effectivecollectively, which shall not be earlier than the date which is 30 days after the Transfer Notice “Transferee”), (ivii) the nature of the proposed assignee’s or subtenantTransferee’s business to be carried on in the Premises; , (viii) the material terms and provisions of the proposed sublease Assignment or assignment; (vi) such reasonable financial information as Landlord may request concerning Sublease, including, without limitation, the proposed assignee or subtenant, commencement and (vii) such other information as Landlord may reasonably require. Tenant agrees to reimburse Landlord for Landlord’s actual costs expiration dates thereof and attorneys’ fees (not to exceed $5000) incurred in conjunction with the processing and documentation of any such requested assignment, subletting, transfer, change or ownership or hypothecation of this Lease. Notwithstanding the foregoing, within five (5) days after any assignment of sublet of Tenant’s interest in the Lease (including any assignment by operation of law or the transfer of fifty percent (50%) or more of the equity interests in Tenant measured by voting power or share of Tenant’s profit), Tenant shall provide Landlord a written notice of such assignment or sublet, which notice shall include the date on which the transfer occurred and each of the items specified in items (i), (ii)rent payable thereunder, (iv) the portion of the Premises proposed to be assigned or subleased (the “Transfer Space”), (v) and the most recent financial statement or other equivalent financial information reasonably available to Tenant concerning the proposed Transferee. Within fifteen (vii15) abovedays after Landlord’s receipt of the Transfer Notice, Landlord shall, by written notice to Tenant, elect to (1) consent to the Sublease or Assignment, or (2) disapprove the Sublease or Assignment; provided, however, that Landlord agrees not to unreasonably withhold its consent to the Sublease or Assignment. Landlord’s consent shall not be deemed to have been unreasonably withheld if the Transferee is a new concern with no previous business history or if the Transferee intends to use the Premises (x) for executive suites or any other use inconsistent with Section 6 or the operation of a first- class office building or (y) in a manner which would increase the use of, or the possibility of disturbance of, Hazardous Substances on the Property. Landlord’s failure to make such election within fifteen (15) days after Landlord’s receipt of the Transfer Notice shall be deemed to be Landlord’s approval of the proposed Sublease or Assignment.

Notice to Landlord. In the event Landlord’s consent is required Except for an assignment pursuant to Section 15.124.2 above, Tenant shall first notify shall, by written notice, advise Landlord of its Tenant's desire on a stated date (which date shall not be less than twenty (20) days nor more than ninety (90) days after the date of Tenant's notice) to assign its interest in this Lease or to sublet all or any part of the Premises and shall submit in writing to Landlord (the “Transfer Notice”); (i) the size and location for any part of the space Tenant proposes to assign or sublet; (ii) Lease Term. Tenant's notice shall state the name name, legal composition and address of the proposed assignee or subtenant, and Tenant shall provide the following information to Landlord with said notice: a true and complete copy of the proposed assignment agreement or sublease; (iii) a financial statement of the proposed assignee or subtenant prepared in accordance with generally accepted accounting principles within one year prior to the proposed effective date on which of the Tenant proposes that the transfer be effective, which shall not be earlier than the date which is 30 days after the Transfer Notice (iv) assignment or sublease; the nature of the proposed assignee’s 's or subtenant’s 's business to be carried on in the Premises; (v) the terms and provisions payments to be made or other consideration to be given on account of the proposed sublease assignment or assignmentsublease; (vi) a current financial statement of Tenant; and such reasonable financial other pertinent information as may be reasonably requested by Landlord, all in sufficient detail to enable Landlord may request concerning to evaluate the proposed assignment or sublease and the prospective assignee or subtenant, and (vii) . Tenant's notice shall not be deemed to have been served or given until such other time as Tenant has provided Landlord with all information as reasonably requested by Landlord may reasonably requirepursuant to this Paragraph 24.2. Tenant agrees to reimburse shall immediately notify Landlord for Landlord’s actual costs and attorneys’ fees (not to exceed $5000) incurred in conjunction with the processing and documentation of any such requested assignment, subletting, transfer, change or ownership or hypothecation of this Lease. Notwithstanding modification to the foregoing, within five (5) days after any assignment of sublet of Tenant’s interest in the Lease (including any assignment by operation of law or the transfer of fifty percent (50%) or more of the equity interests in Tenant measured by voting power or share of Tenant’s profit), Tenant shall provide Landlord a written notice proposed terms of such assignment or sublet, which sublease. Tenant may withdraw its notice shall include the date on which the transfer occurred and each of the items specified in items (i), (ii), (iv), (v) and (vii) aboveat any time.

Notice to Landlord. In If Tenant or its legal representatives desires to assign this Lease or sublet all or any portion of the event Landlord’s consent is required pursuant to Section 15.1Premises, Tenant shall first notify Landlord shall, in all events prior to any marketing of such space, deliver Notice to the then Agent of its desire to assign its interest in this Lease or sublet sublet, and such Notice shall set forth all of the Premises financial and shall submit in writing other material terms and conditions of the proposed transaction by which Tenant is prepared to Landlord enter into an assignment or sublease (the “Transfer Assignment/Sublet Notice”); . Promptly after Landlord’s receipt of the Assignment/Sublet Notice (and provided that such Assignment/Sublet Notice shall expressly request that Landlord furnish such information), Landlord shall furnish to Tenant a Notice setting forth with reasonable specificity the uses and proposed occupants that do not then comply with the terms of any other direct lease of any portion of the Building Office Space. Upon obtaining a proposed assignee or subtenant upon acceptable terms, Tenant shall submit to Landlord in writing: (i) the size identity and location address of the space Tenant proposes to assign such assignee or subletsublessee and its shareholders, members, partners, principals, and officers or managers; (ii) the name nature and character of the business which the proposed assignee or subtenantsublessee will conduct in the Premises; (iii) the date on which the Tenant proposes that the transfer be effective, which shall not be earlier than the date which is 30 days after the Transfer Notice most recent two (2) years of financial statements from such proposed assignee or sublessee in a form acceptable to Landlord; (iv) the nature a fully executed copy of the proposed assigneeassignment or sublease setting forth all of the material financial terms and conditions of the proposed transaction, which assignment or sublease shall expressly state that such transaction is conditioned upon Landlord’s or subtenant’s business to be carried on rights and consent as provided in the Premisesthis Article 8; and (v) the terms and provisions of the proposed sublease or assignment; (vi) such reasonable financial any other information as Landlord may request concerning the proposed assignee assignment or subtenant, and (vii) such other information as sublease which Landlord may reasonably requirerequest (collectively the “Assignment/Sublet Documentation”). Tenant agrees to reimburse Landlord for Landlord’s actual costs and attorneys’ fees (not to exceed $5000) incurred in conjunction with For the processing and documentation of any such requested assignment, subletting, transfer, change or ownership or hypothecation purposes of this Lease. Notwithstanding Article 8, the foregoing, within five (5) days after phrase “marketing of space” or words of similar import shall mean the circulating of information with respect to such space and the terms of its availability to any assignment of sublet of Tenant’s interest in the Lease third party (including any assignment listing such space with brokers or a listing company such as Costar or distributing a broker flyer by operation of law electronic mail or the transfer of fifty percent (50%) or more of the equity interests in Tenant measured by voting power or share of Tenant’s profitotherwise), Tenant shall provide Landlord a written notice of such assignment or sublet, which notice shall include the date on which the transfer occurred and each of the items specified in items (i), (ii), (iv), (v) and (vii) above.

Notice to Landlord. In If Tenant desires to make any Transfer (other than a Permitted Transfer, for which Tenant must notify Landlord within twenty (20) days after the event Landlord’s consent occurrence of same, or a Permitted Agreement, for which no notice is required pursuant necessary other than that which is expressly described in Section 10.5, below, but for which all materials described in this Section 10.2 must still be provided contemporaneously with such notice), then at least twenty (20) business days (but no more than one hundred eighty (180) days) prior to Section 15.1the proposed effective date of the proposed Transfer, Tenant shall first notify Landlord of its desire to assign its interest in this Lease or sublet the Premises and shall submit in writing to Landlord a written request (the a “Transfer Notice”); ) for Landlord’s consent, which notice shall include: (i) the size and location of the space Tenant proposes to assign or sublet; a statement containing: (iia) the name and address of the proposed assignee or subtenantTransferee; (iiib) the date on which the Tenant proposes that the transfer be effectivecurrent, which shall not be earlier than the date which is 30 days after the Transfer Notice (iv) the nature certified financial statements of the proposed assignee’s or subtenant’s Transferee, and any other information and materials (including, without limitation, credit reports, business plans, operating history, bank and character references) required by Landlord to be carried on assist Landlord in reviewing the Premises; (v) the terms financial responsibility, character, and provisions reputation of the proposed sublease or assignmentTransferee; (vic) such reasonable financial information as Landlord may request concerning all of the principal terms of the proposed assignee or subtenant, Transfer; and (viid) such other information and materials as Landlord may reasonably requirerequest (and if Landlord requests such additional information or materials, the Transfer Notice shall not be deemed to have been received until Landlord receives such additional information or materials) and (ii) four (4) originals of the proposed assignment or other Transfer on a form approved by Landlord and such other Transfer documentation that is executed by Tenant and the proposed Transferee. If Tenant agrees modifies any of the terms and conditions relevant to reimburse Landlord for Landlord’s actual costs and attorneys’ fees (not to exceed $5000) incurred in conjunction with the processing and documentation of any such requested assignment, subletting, transfer, change or ownership or hypothecation of this Lease. Notwithstanding the foregoing, within five (5) days after any assignment of sublet of Tenant’s interest a proposed Transfer specified in the Lease (including any assignment by operation of law or the transfer of fifty percent (50%) or more of the equity interests in Tenant measured by voting power or share of Tenant’s profit)Transfer Notice, Tenant shall provide re-submit such Transfer Notice to Landlord a written notice of such assignment or sublet, which notice shall include the date on which the transfer occurred and each for its consent pursuant to all of the items specified in items (i), (ii), (iv), (v) terms and (vii) aboveconditions of this Article 10.

Notice to Landlord. In the event Landlord’s consent is required pursuant If Tenant desires to Section 15.1enter into an Assignment or a Sublease, Tenant shall first notify give written notice to Landlord of its desire intention to assign its interest in this Lease or sublet the Premises and shall submit in writing to Landlord do so (the “Transfer Notice”); , containing (i) the size and location of the space Tenant proposes to assign or sublet; (ii) the name of the proposed assignee or subtenant; subtenant (iii) the date on which the Tenant proposes that the transfer be effectivecollectively, which shall not be earlier than the date which is 30 days after the Transfer Notice “Transferee”), (ivii) the nature of the proposed assignee’s or subtenantTransferee’s business to be carried on in the Premises; , (viii) the material terms and provisions of the proposed sublease Assignment or assignment; (vi) such reasonable financial information as Landlord may request concerning Sublease, including, without limitation, the proposed assignee or subtenant, commencement and (vii) such other information as Landlord may reasonably require. Tenant agrees to reimburse Landlord for Landlord’s actual costs expiration dates thereof and attorneys’ fees (not to exceed $5000) incurred in conjunction with the processing and documentation of any such requested assignment, subletting, transfer, change or ownership or hypothecation of this Lease. Notwithstanding the foregoing, within five (5) days after any assignment of sublet of Tenant’s interest in the Lease (including any assignment by operation of law or the transfer of fifty percent (50%) or more of the equity interests in Tenant measured by voting power or share of Tenant’s profit), Tenant shall provide Landlord a written notice of such assignment or sublet, which notice shall include the date on which the transfer occurred and each of the items specified in items (i), (ii)rent payable thereunder, (iv) the portion of the Premises proposed to be assigned or subleased (the “Transfer Space”), (v) and the most recent financial statement or other equivalent financial information reasonably available to Tenant concerning the proposed Transferee. Within fifteen (vii15) abovedays after Landlord’s receipt of the Transfer Notice, Landlord shall, by written notice to Tenant, elect to (1) consent to the Sublease or Assignment, or (2) disapprove the Sublease or Assignment; provided, however, that Landlord agrees not to unreasonably withhold its consent to the Sublease or Assignment. Landlord’s consent shall not be deemed to have been unreasonably withheld if the Transferee is a new concern with no previous business history or if the Transferee intends to use the Premises (x) for executive suites or any other use inconsistent with Section 6 or the operation of a first-class office building or (y) in a manner which would increase the use of, or the possibility of disturbance of, Hazardous Substances on the Property. Landlord’s failure to make such election within fifteen (15) days after Landlord’s receipt of the Transfer Notice shall be deemed to be Landlord’s approval of the proposed Sublease or Assignment.

Notice to Landlord. In the event Landlord’s consent is required Except for transfers pursuant to Section 15.124.4, Tenant shall first notify shall, by written notice, advise Landlord of its Tenant’s desire by a stated date (which date shall not be less than thirty (30) days nor more than one hundred twenty (120) days after the date of Tenant’s notice) to assign its interest in this Lease or to sublet all or any part of the Premises and shall submit in writing to Landlord (the “Transfer Notice”); (i) the size and location for any part of the space Tenant proposes to assign or sublet; (ii) Lease Term. Tenant’s notice shall state the name name, legal composition and address of the proposed assignee or subtenant, and Tenant shall provide the following information to Landlord with said notice: a term sheet containing the terms of the proposed assignment agreement or sublease; a financial statement of the proposed assignee or subtenant prepared in accordance with generally accepted accounting principles (iiior otherwise in a manner reasonably acceptable to Landlord to be able to evaluate the creditworthiness of such proposed assignee or subtenant) within one year prior to the proposed effective date on which of the Tenant proposes that the transfer be effective, which shall not be earlier than the date which is 30 days after the Transfer Notice (iv) assignment or subletting; the nature of the proposed assignee’s or subtenant’s business to be carried on in the Premises; (v) the payments to be made or other consideration to be given on account of the assignment or sublease; and such other pertinent information as may be reasonably requested by Landlord, all in sufficient detail to enable Landlord to evaluate the proposed assignment or sublease and the prospective assignee or subtenant. If Landlord elects not to recapture the Premises pursuant to the terms of Paragraph 24.2(b) below, then Tenant also shall provide Landlord within a true and provisions complete copy of the proposed sublease assignment agreement or assignment; (vi) sublease. Tenant’s notice shall not be deemed to have been served or given until such reasonable financial time as Tenant has provided Landlord with substantially all information as reasonably requested by Landlord may request concerning pursuant to this Paragraph 24.2. Tenant shall promptly notify Landlord of any modification to the proposed assignee or subtenant, and (vii) such other information as Landlord may reasonably require. Tenant agrees to reimburse Landlord for Landlord’s actual costs and attorneys’ fees (not to exceed $5000) incurred in conjunction with the processing and documentation of any such requested assignment, subletting, transfer, change or ownership or hypothecation of this Lease. Notwithstanding the foregoing, within five (5) days after any assignment of sublet of Tenant’s interest in the Lease (including any assignment by operation of law or the transfer of fifty percent (50%) or more of the equity interests in Tenant measured by voting power or share of Tenant’s profit), Tenant shall provide Landlord a written notice terms of such assignment or sublet, which notice shall include the date on which the transfer occurred and each of the items specified in items (i), (ii), (iv), (v) and (vii) abovesublease.

Notice to Landlord. In the event Landlord’s consent is required pursuant to Section 15.1Tenant shall, Tenant shall first notify by written notice, advise Landlord of its Tenant's desire on a stated date (which date shall not be less than thirty (30) days nor more than ninety (90) days after the date of Tenant's notice) to assign its interest in this Lease or to sublet all or any part of the Premises and shall submit in writing to Landlord (the “Transfer Notice”); (i) the size and location for any part of the space Tenant proposes to assign or sublet; (ii) Lease Term. Tenant's notice shall state the name name, legal composition and address of the proposed assignee or subtenant; (iii) the date on which the Tenant proposes that the transfer be effective, which shall not be earlier than the date which is 30 days after the Transfer Notice (iv) the nature of the proposed assignee’s or subtenant’s business to be carried on in the Premises; (v) the terms and provisions of the proposed sublease or assignment; (vi) such reasonable financial information as Landlord may request concerning the proposed assignee or subtenant, and (vii) such other information as Landlord may reasonably require. Tenant agrees to reimburse Landlord for Landlord’s actual costs and attorneys’ fees (not to exceed $5000) incurred in conjunction with the processing and documentation of any such requested assignment, subletting, transfer, change or ownership or hypothecation of this Lease. Notwithstanding the foregoing, within five (5) days after any assignment of sublet of Tenant’s interest in the Lease (including any assignment by operation of law or the transfer of fifty percent (50%) or more of the equity interests in Tenant measured by voting power or share of Tenant’s profit), Tenant shall provide the following information to Landlord with said notice: a written true and complete copy of the proposed assignment agreement or sublease; a financial statement of the proposed assignee or subtenant certified as true and correct by such assignee or subtenant and prepared in accordance with generally accepted accounting principles within one (1) year prior to the proposed effective date of the assignment or sublease; the actual use of the proposed assignee's or subtenant's business to be carried on at the Premises; the payments to be made or other consideration to be given on account of the assignment or sublease; a current financial statement of Tenant; and such other pertinent information as may be requested by Landlord, all in sufficient detail to enable Landlord to evaluate the proposed assignment or sublease and the prospective assignee or subtenant. Tenant's notice shall not be deemed to have been served or given until such time as Tenant has provided Landlord with all information reasonably requested by Landlord pursuant to this Section 11.2. Tenant shall immediately notify Landlord of any modification to the proposed terms of such assignment or sublet, which sublease. Tenant may withdraw its notice shall include at any time prior to the date on which the transfer occurred and each exercise by Landlord of the items specified in items (i), (ii), (iv), (v) and (vii) aboveits rights pursuant to Section 11.2.2 below.

Notice to Landlord. In the event Landlord’s consent is required pursuant to Section 15.1Tenant shall, Tenant shall first notify by written notice, advise Landlord of its Tenant's desire on a stated date (which date shall not be less than fifteen (15) days nor more than ninety (90) days after the date of Tenant's notice) to assign its interest in this Lease or to sublet all or any part of the Premises and shall submit in writing to Landlord (the “Transfer Notice”); (i) the size and location for any part of the space Tenant proposes Lease Term. Said notice shall state that the notice constitutes an offer to assign terminate the Lease pursuant to Paragraph 24.2(b) if the notice applies to a proposed assignment of the Lease or sublet; (ii) Tenant's interest herein. Tenant's notice shall state the name name, legal composition and address of the proposed assignee or subtenant, and Tenant shall provide the following information to Landlord with said notice: a true and complete copy of the proposed assignment agreement or sublease; (iii) a financial statement of the proposed assignee or subtenant prepared in accordance with generally accepted accounting principles within one year prior to the proposed effective date on which of the Tenant proposes that the transfer be effective, which shall not be earlier than the date which is 30 days after the Transfer Notice (iv) assignment or sublease; the nature of the proposed assignee’s 's or subtenant’s 's business to be carried on in the Premises; (v) the terms and provisions payments to be made or other consideration to be given on account of the proposed sublease assignment or assignmentsublease; (vi) a current financial statement of Tenant; and such reasonable financial other pertinent information as may be requested by Landlord, all in sufficient detail to enable Landlord may request concerning to evaluate the proposed assignment or sublease and the prospective assignee or subtenant, and (vii) . Tenant's notice shall not be deemed to have been served or given until such other time as Tenant has provided Landlord with all information as reasonably requested by Landlord may reasonably requirepursuant to this Paragraph 24.2. Tenant agrees to reimburse shall immediately notify Landlord for Landlord’s actual costs and attorneys’ fees (not to exceed $5000) incurred in conjunction with the processing and documentation of any such requested assignment, subletting, transfer, change or ownership or hypothecation of this Lease. Notwithstanding modification to the foregoing, within five (5) days after any assignment of sublet of Tenant’s interest in the Lease (including any assignment by operation of law or the transfer of fifty percent (50%) or more of the equity interests in Tenant measured by voting power or share of Tenant’s profit), Tenant shall provide Landlord a written notice proposed terms of such assignment or sublet, which sublease. Tenant may withdraw its notice shall include the date on which the transfer occurred and each at any time prior to or after exercise by Landlord of the items specified Landlord's right to terminate as described in items (iParagraph 24.2(b), (ii), (iv), (v) and (vii) above.

Notice to Landlord. In the event Landlord’s consent is required pursuant to Section 15.1, (a) If Tenant shall first notify Landlord of its desire desires to assign its interest in this Lease or sublet all or part of the Premises and (other than an assignment or sublease that does not require Landlord’s consent in accordance with Sections 10.01 or 10.02), Tenant shall submit in writing give to Landlord notice (the “Transfer Tenant’s Offer Notice”); ) thereof, specifying (i) in the case of a proposed subletting, the location, configuration and size and location of the space Tenant proposes to assign or sublet; be sublet and the term of the subletting of such space, (ii) (A) in the name case of a proposed assignment, Tenant’s good faith offer of the consideration Tenant desires to receive or pay for such assignment or (B) in the case of a proposed assignee or subtenant; subletting, Tenant’s good faith offer of the fixed annual rent and additional rent which Tenant desires to receive for such proposed subletting (including the manner in which Tenant desires to be reimbursed for Tenant’s Operating Payment, Tenant’s PILOT Payment (including any applicable base years) and electricity), any free rent periods, work contributions and allowances, all other contributions and allowances, and other concessions Tenant is willing to give, (C) all other material economic and financial terms that Tenant proposes be included in the transaction, and (D) except in the case of a proposed assignment, any requirements with respect to obtaining Tenant’s consent to any alterations to the space and/or the condition in which such space shall be returned to Tenant (including any requirement that such space be returned to the condition existing at the commencement of such sublease), and (iii) the date on which the Tenant proposes that the transfer be effective, which shall not be earlier than the date which is 30 days after the Transfer Notice (iv) the nature of the proposed assignee’s assignment or subtenant’s business to be carried on in the Premises; (v) the terms and provisions of the proposed sublease or assignment; (vi) such reasonable financial information as Landlord may request concerning the proposed assignee or subtenant, and (vii) such other information as Landlord may reasonably requirecommencement date. Tenant agrees to reimburse Landlord for Landlord’s actual costs and attorneys’ fees (not to exceed $5000) incurred in conjunction with the processing and documentation of any such requested assignment, subletting, transfer, change or ownership or hypothecation of this Lease. Notwithstanding the foregoing, within five (5) days after any assignment of sublet of Tenant’s interest Offer Notice may be given prior to or together with any Transfer Notice, but if given together, then the time periods for Landlord to respond set forth in the Lease (including any assignment by operation Section 10.09(b) below shall apply in lieu of law or the transfer of fifty percent (50%that set forth in Section 10.08(b) or more of the equity interests in Tenant measured by voting power or share of Tenant’s profit), Tenant shall provide Landlord a written notice of such assignment or sublet, which notice shall include the date on which the transfer occurred and each of the items specified in items (i), (ii), (iv), (v) and (vii) abovebelow.

Notice to Landlord. In the event Landlord’s consent is required pursuant to Section 15.1, (a) If Tenant shall first notify Landlord of its desire desires to assign its interest in this Lease or sublet all or part of the Premises and (other than an assignment or sublease that does not require Landlord’s consent in accordance with Sections 10.01 or 10.02), Tenant shall submit in writing give to Landlord notice (the “Transfer Tenant’s Offer‌‌‌‌ Notice”); ) thereof, specifying (i) in the case of a proposed subletting, the location, configuration and size and location of the space Tenant proposes to assign or sublet; be sublet and the term of the subletting of such space, (ii) (A) in the name case of a proposed assignment, Tenant’s good faith offer of the consideration Tenant desires to receive or pay for such assignment or (B) in the case of a proposed assignee or subtenant; subletting, Tenant’s good faith offer of the fixed annual rent and additional rent which Tenant desires to receive for such proposed subletting (including the manner in which Tenant desires to be reimbursed for Tenant’s Operating Payment, Tenant’s PILOTPayment (including any applicable base years) and electricity), any free rent periods, work contributions and allowances, all other contributions and allowances, and other concessions Tenant is willing to give, (C) all other material economic and financial terms that Tenant proposes be included in the transaction, and (D) except in the case of a proposed assignment, any requirements with respect to obtaining Tenant’s consent to any alterations to the space and/or the condition in which such space shall be returned to Tenant (including any requirement that such space be returned to the condition existing at the commencement of such sublease), and (iii) the date on which the Tenant proposes that the transfer be effective, which shall not be earlier than the date which is 30 days after the Transfer Notice (iv) the nature of the proposed assignee’s assignment or subtenant’s business to be carried on in the Premises; (v) the terms and provisions of the proposed sublease or assignment; (vi) such reasonable financial information as Landlord may request concerning the proposed assignee or subtenant, and (vii) such other information as Landlord may reasonably requirecommencement date. Tenant agrees to reimburse Landlord for Landlord’s actual costs and attorneys’ fees (not to exceed $5000) incurred in conjunction with the processing and documentation of any such requested assignment, subletting, transfer, change or ownership or hypothecation of this Lease. Notwithstanding the foregoing, within five (5) days after any assignment of sublet of Tenant’s interest Offer Notice may be given prior to or together with any Transfer Notice, but if given together, then the time periods for Landlord to respond set forth in the Lease (including any assignment by operation Section 10.09(b) below shall apply in lieu of law or the transfer of fifty percent (50%that set forth in Section 10.08(b) or more of the equity interests in Tenant measured by voting power or share of Tenant’s profit), Tenant shall provide Landlord a written notice of such assignment or sublet, which notice shall include the date on which the transfer occurred and each of the items specified in items (i), (ii), (iv), (v) and (vii) above.below.‌‌‌‌