Common use of Request for Consent Clause in Contracts

Request for Consent. If Tenant seeks to make a Transfer, Tenant shall notify Landlord, in writing, and deliver to Landlord at least thirty (30) days (but not more than one hundred eighty (180) days) prior to the proposed commencement date of the Transfer (the “Proposed Effective Date”) the following information and documents (the “Tenant’s Notice”): (i) a description of the portion of the Premises to be transferred (the “Subject Space”); (ii) all of the terms of the proposed Transfer including without limitation, the Proposed Effective Date, the name and address of the proposed Transferee, and a copy of the existing or proposed assignment, sublease or other agreement governing the proposed Transfer; (iii) current financial statements of the proposed Transferee certified by an officer, member, partner or owner thereof, and any such other information as Landlord may then reasonably require, including without limitation, audited financial statements for the previous three (3) most recent consecutive fiscal years; (iv) the Transfer Plans and Specifications (defined below), if any; and (v) such other information as Landlord may then reasonably require. Tenant shall give Landlord the Tenant’s Notice by registered or certified mail addressed to Landlord at Landlord’s Address specified in the Basic Provisions. Within fifteen (15) business days after Landlord’s receipt of the Tenant’s Notice (the “Landlord Response Period”) Landlord shall notify Tenant, in writing, of its determination with respect to such requested proposed Transfer and the election to recapture as set forth below. If Landlord does not elect to recapture pursuant to the provisions hereof and Landlord does consent to the requested proposed Transfer, Tenant may thereafter assign its interests in and to this Lease or sublease all or a portion of the Premises to the same party and on the same terms as set forth in the Tenant’s Notice. If Landlord fails to respond to Tenant’s Notice within Landlord’s Response Period, then, after Tenant delivers to Landlord fifteen (15) business days written notice (the “Second Response Period”) and Landlord fails to respond thereto prior to the end of the Second Response Period, the proposed Transfer shall then be deemed approved by Landlord.

Request for Consent. If Tenant seeks desires at any time to make enter into an Assignment of this Lease or a TransferSublease of the Premises or any portion thereof for which Landlord’s consent is required, Tenant it shall notify Landlord, in writing, and deliver first give written notice to Landlord at least thirty (30) days (but not more than one hundred eighty (180) days) prior of its desire to the proposed commencement date of the Transfer (the “Proposed Effective Date”) the following information and documents (the “Tenant’s Notice”): do so, which notice shall contain (i) a description the name of the portion of the Premises to be transferred (the “Subject Space”)proposed assignee, subtenant or occupant; (ii) all of the terms name and nature of the proposed Transfer including without limitationassignee’s, subtenant’s, or occupant’s business to be carried on in the Proposed Effective Date, the name and address of the proposed Transferee, and a copy of the existing or proposed assignment, sublease or other agreement governing the proposed TransferPremises; (iii) current financial statements the terms and provisions of the proposed Transferee certified by an officer, member, partner Assignment or owner thereof, Sublease; and any (iv) such financial and other information as Landlord may then reasonably requirerequest concerning the proposed assignee, including subtenant or occupant. Any improvements, additions, or alterations to the Premises or either Building that are required by applicable Laws or are deemed necessary or appropriate by Landlord, in Landlord’s reasonable judgment, as a result of any such Sublease or Assignment including, without limitation, audited financial statements demising walls and/or other improvements, additions or alterations necessary to cause the Premises to be suitable for multiple tenants (all of the previous three (3) most recent consecutive fiscal years; (iv) the Transfer Plans and Specifications (defined belowforegoing collectively, “Required Sublease Improvements”), if any; shall be installed and provided by Tenant (v) such other information as Landlord may then reasonably require. Tenant shall give Landlord the Tenant’s Notice by registered or certified mail addressed to Landlord or, at Landlord’s Address specified sole option, by Landlord but at Tenant’s expense), without cost or expense to Landlord. Landlord may condition its consent to any proposed Sublease or Assignment on both (x) the construction of Required Sublease Improvements, and (y) a requirement that funds sufficient, in the Basic Provisions. Within fifteen (15) business days after Landlord’s receipt reasonable judgment, to cause the removal of the Tenant’s Notice (the “Landlord Response Period”) Landlord shall notify Tenant, in writing, of its determination with respect to such requested proposed Transfer Required Sublease Improvements and the election to recapture as set forth below. If Landlord does not elect to recapture pursuant to the provisions hereof and Landlord does consent to the requested proposed Transfer, Tenant may thereafter assign its interests in and to this Lease or sublease all or a portion restoration of the Premises to its condition prior to installation of the same party and on Required Sublease Improvements upon the same terms earlier of expiration or termination of the Sublease or Assignment or this Lease be provided by Tenant to Landlord upon Landlord’s approval CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. of such Sublease or Assignment, to be held as set forth in the additional security for Tenant’s Noticeobligations to remove the Required Sublease Improvements upon expiration or earlier termination of this Lease as required by Paragraph 25(a). If Tenant shall reimburse Landlord fails to respond to Tenant’s Notice within Landlord’s Response Periodupon demand for any reasonable out-of-pocket expenses incurred by Landlord in connection with such review, thenincluding reasonable attorneys’ fees, after Tenant delivers to Landlord fifteen (15) business days written notice (the “Second Response Period”) and Landlord fails to respond thereto prior to the end of the Second Response Period, the proposed Transfer such obligation shall then be deemed approved by Landlordan Additional Charge.

Request for Consent. If Tenant seeks to make a TransferHotel Management Agreement is proposed for which Landlord consent is required, Tenant shall notify Landlord, Landlord in writing, and deliver to Landlord at least thirty which notice (30the "Hotel Management Agreement Notice") days shall include (but not more than one hundred eighty (180a) days) prior to the proposed commencement effective date of the Transfer Hotel Management Agreement, which shall not be more than six (6) months after the “Proposed Effective Date”) the following information and documents (the “Tenant’s Notice”): later of: (i) a description the date of delivery of the portion Hotel Management Agreement Notice containing all of the Premises to be transferred information required in clauses (the “Subject Space”); b) and (c) and (ii) all Landlord’s review of the terms original unredacted version of the proposed Transfer including without limitationHotel Management Agreement at Landlord’s office at 0000 Xxxxxxx Xxxxxxx, the Proposed Effective DateXxx Xxxxx, the name and address of the proposed TransfereeXxxxxxxxxx, and (b) a copy of the existing or proposed assignment, sublease or other agreement governing Hotel Management Agreement with all proprietary information contained therein redacted together with an affidavit from an authorized representative of Tenant certifying under penalty of perjury that the proposed Transfer; (iii) current financial statements redacted version of the Hotel Management Agreement is a true, correct and complete copy of the final proposed Transferee certified by an officer, member, partner or owner thereof, and any such other information as Landlord may then reasonably require, including without limitation, audited financial statements Hotel Management Agreement except for the previous three (3) most recent consecutive fiscal years; (iv) the Transfer Plans and Specifications (defined below), if any; redactions and (vc) such other information as Landlord may then reasonably require. Tenant shall give Landlord the Tenant’s Notice by registered or certified mail addressed to Landlord at Landlord’s Address specified Any inaccuracy in the Basic Provisionsaffidavit from the authorized representative of Tenant, as determined by Landlord in its reasonable discretion, may constitute an Event of Default as and to the extent set forth in Section 12.1.5. Within fifteen Not later than thirty (1530) business days after Landlord’s receipt of the Tenant’s Notice (the “Landlord Response Period”) a Hotel Management Agreement Notice, Landlord shall notify TenantTenant (1) that Landlord has all information that it requires to evaluate the proposed Hotel Management Agreement or (2) of any additional information that Landlord reasonably requires to evaluate the proposed Hotel Management Agreement, in writing, of its determination with respect to such requested proposed Transfer and the election to recapture as set forth belowapplicable. If Landlord shall notify Tenant that it consents or does not elect consent to recapture the proposed Hotel Management Agreement (including, if applicable, a reasonably detailed explanation for Landlord withholding its consent) not later than sixty (60) days after Landlord has received all information that Landlord reasonably requested to evaluate the proposed Hotel Management Agreement. Any Hotel Management Agreement executed without Xxxxxxxx's prior written consent shall, at Landlord's option, be null, void and of no effect and not binding on Landlord. Tenant shall pay to Landlord Landlord's standard applicable fee set by BPC Policy No. 106 for the review of subleases in connection with Landlord reviewing each Hotel Management Agreement pursuant to the provisions hereof and Landlord does Reimbursement Procedure, regardless of whether the Hotel Management Agreement is consummated or Landlord's consent thereto is granted. Any Hotel Management Agreement shall be subject to the requested proposed Transfer, Tenant may thereafter assign its interests in terms and to provisions of this Lease or sublease all or a portion of the Premises to the same party and on the same terms as set forth in the Tenant’s Notice. If Landlord fails to respond to Tenant’s Notice within Landlord’s Response Period, then, after Tenant delivers to Landlord fifteen (15) business days written notice (the “Second Response Period”) and Landlord fails to respond thereto prior to the end of the Second Response Period, the proposed Transfer shall then be deemed approved by LandlordLease.

Request for Consent. If Tenant seeks requests Landlord’s consent to make a TransferTransfer (which consent shall not be unreasonably withheld or delayed), Tenant shall notify Landlordthen, in writing, and deliver to Landlord at least thirty (30) days (but not more than one hundred eighty (180) days) prior to the proposed commencement effective date of the Transfer (proposed Transfer, Tenant shall provide Landlord with a written description of all terms and conditions of the “Proposed Effective Date”) proposed Transfer, copies of the proposed pertinent documentation, and the following information about the proposed transferee: name and documents (address; reasonably satisfactory information about its business and business history; its proposed use of the “Premises; banking, financial and other credit information; and general references sufficient to enable Landlord to determine the proposed transferee’s creditworthiness and character. Concurrently with Tenant’s Notice”): (i) notice of any request for consent to a description Transfer, Tenant shall pay to Landlord a fee of the portion of the Premises $1,000 to be transferred (the “Subject Space”); (ii) all of the terms of the proposed Transfer including without limitation, the Proposed Effective Date, the name and address of the proposed Transfereedefray Landlord’s expenses in reviewing such request, and Tenant shall also reimburse Landlord within thirty (30) days of request for Landlord’s reasonable attorneys’ fees incurred in connection with considering any request for consent to a copy of the existing or proposed assignmentTransfer, sublease or other agreement governing the proposed Transfer; (iii) current financial statements of the proposed Transferee certified by an officernot to exceed $2,500 per request, memberprovided, partner or owner thereof, and any such other information as Landlord may then reasonably require, including without limitation, audited financial statements for the previous three (3) most recent consecutive fiscal years; (iv) the Transfer Plans and Specifications (defined below)however, if any; and Tenant requires more than two (v2) rounds of comments, then such other information as limit shall not apply. Landlord may then reasonably require. Tenant shall give Landlord the use commercially reasonable efforts to respond to Tenant’s Notice by registered or certified mail addressed to Landlord at Landlord’s Address specified in the Basic Provisions. Within fifteen request for a Transfer within thirty (1530) business days after Landlord’s receipt of the Tenant’s Notice (the “Landlord Response Period”) Landlord shall notify Tenant, in writing, of its determination with respect to such requested proposed Transfer materials and the election to recapture as set forth below. If Landlord does not elect to recapture pursuant to the provisions hereof and Landlord does consent to the requested proposed Transfer, Tenant may thereafter assign its interests in and to fee required by this Lease or sublease all or a portion of the Premises to the same party and on the same terms as set forth in the Tenant’s NoticeSection 10(c). If Landlord fails to respond to Tenant’s Notice request for a Transfer within Landlord’s Response Periodsuch thirty (30) day period, thenTenant may send a second written request, after Tenant delivers to Landlord fifteen which request shall contain, in bold, capital letters, the following: “THIS NOTICE CONSTITUTES TENANT’S SECOND NOTICE OF ITS REQUEST FOR CONSENT TO A TRANSFER PURSUANT TO SECTION 10(c) OF THE LEASE; LANDLORD’S FAILURE TO RESPOND TO THIS NOTICE WITHIN TEN (1510) business days written notice (the “Second Response Period”) and BUSINESS DAYS SHALL BE DEEMED LANDLORD’S CONSENT TO THE REQUESTED TRANSFER.” If Landlord fails to respond thereto prior to such second notice within ten (10) Business Days after receipt of such notice, Tenant’s request for the end of the Second Response Period, the proposed applicable Transfer shall then be deemed approved by Landlordapproved.

Request for Consent. If Tenant seeks to make a TransferTransfer other than a transfer to a Related Entity, Tenant shall notify Landlord, in writing, and deliver to Landlord at least thirty (30) days (but not more than one hundred eighty (180) days) prior to the proposed commencement date of the Transfer (the “"Proposed Effective Date”") the following information and documents (the “"Tenant’s 's Notice”"): (i) a description of the portion of the Premises to be transferred (the “"Subject Space”"); (ii) all of the terms of the proposed Transfer including without limitation, the Proposed Effective Date, the name and address of the proposed Transferee, and a copy of the existing or proposed assignment, sublease or other agreement governing the proposed Transfer; (iii) current financial statements of the proposed Transferee certified by an officer, member, partner or owner thereof, and any such other information as Landlord may then reasonably require, including without limitation, audited financial statements for the previous three (3) most recent consecutive fiscal years; (iv) the Transfer Plans and Specifications (defined below), if any; and (v) such other information as Landlord may then reasonably require. Tenant shall give Landlord the Tenant’s 's Notice by registered or certified mail addressed to Landlord at Landlord’s 's Address specified in the Basic ProvisionsLease Information. Within fifteen thirty (1530) business days after Landlord’s 's receipt of the Tenant’s 's Notice (the “"Landlord Response Period”") Landlord shall notify Tenant, in writing, of its determination with respect to such requested proposed Transfer and the election to recapture as set forth in Section 14.5 below. If Landlord does not elect to recapture pursuant to the provisions of Section 14.5 hereof and Landlord does consent to the requested proposed Transfer, Tenant may thereafter assign its interests in and to this Lease or sublease all or a portion of the Premises to the same party and on the same terms as set forth in the Tenant’s 's Notice. If Landlord fails to respond to Tenant’s 's Notice within Landlord’s 's Response Period, then, after Tenant delivers to Landlord fifteen thirty (1530) business days written notice (the “"Second Response Period”") and Landlord fails to respond thereto prior to the end of the Second Response Period, the proposed Transfer shall then be deemed approved by Landlord.

Request for Consent. If Tenant seeks to make a TransferSublease is proposed for which Landlord consent is required, Tenant shall notify Landlord, Landlord in writing, and deliver to Landlord at least thirty which notice (30the "Sublease Notice") shall include (i) the proposed effective date of the Sublease, which shall not be less than sixty (60) days (but and not more than one hundred eighty (180) days) prior to days after the proposed commencement date of the Transfer (the “Proposed Effective Date”) the following information and documents (the “Tenant’s Notice”): (i) a description delivery of the portion of the Premises to be transferred (the “Subject Space”); Sublease Notice, (ii) all of the terms a narrative description, with supporting documents, of the proposed Transfer Sublease, including without limitation, the Proposed Effective Date, the name and address of the proposed TransfereeSubtenant, the term of the Sublease, the proposed use of the Premises and/or the Improvements, as applicable, the experience of the proposed Subtenant, the organizational structure of the proposed Subtenant, and any additional information that Landlord may reasonably require to evaluate the Sublease based on the factors set forth in Section 11.1.3, (iii) with respect to any Sublease that has a maximum total term of more than five (5) years, a copy of the existing proposed sublease agreement, (vi) a statement of any current litigation or proposed assignment, sublease or other agreement governing any litigation which was resolved within the prior five (5) years affecting the proposed Transfer; (iii) current financial statements of the proposed Transferee certified by an officer, member, partner or owner thereof, and any such other information as Landlord may then reasonably require, including without limitation, audited financial statements for the previous three (3) most recent consecutive fiscal years; (iv) the Transfer Plans and Specifications (defined below), if any; Subtenant and (vvii) such other information as Landlord may then reasonably require. Tenant shall give Landlord the Tenant’s Notice by registered or certified mail addressed to Landlord at Landlord’s Address specified in the Basic Provisions. Within fifteen Not later than thirty (1530) business days after Landlord’s receipt of the Tenant’s Notice (the “Landlord Response Period”) a Sublease Notice, Landlord shall notify TenantTenant (a) that Landlord has all information that it requires to evaluate the proposed Sublease or (b) of any additional information that Landlord reasonably requires to evaluate the proposed Sublease, in writing, of its determination with respect to such requested proposed Transfer and the election to recapture as set forth belowapplicable. If Landlord shall notify Tenant that it consents or does not elect consent to recapture the proposed Sublease (including, if applicable, a reasonably detailed explanation for Landlord withholding its consent) not later than sixty (60) days after Xxxxxxxx has received all information that Landlord reasonably requested to evaluate the proposed Sublease. Any Sublease made without Xxxxxxxx's prior written consent shall, at Landlord's option, be null, void and of no effect undone at Tenant’s sole cost and expense and shall not be binding on Landlord. Tenant shall pay to Landlord Landlord's standard applicable fee set by the BPC in connection with Landlord reviewing and approving each Sublease for which Landlord’s consent is required pursuant to the provisions hereof and Landlord does Reimbursement Procedure, regardless of whether the Sublease is consummated or Xxxxxxxx's consent thereto is granted. Any Sublease shall be subject to the requested proposed Transfer, Tenant may thereafter assign its interests in terms and to provisions of this Lease or sublease Lease. The burden of producing evidence and the burden of proof showing Landlord that a prospective Subtenant meets each and all or a portion of the Premises to the same party aforesaid qualifications and standards and that Landlord breached, or did not act reasonably under, this Section 11.1, shall be on the same terms as set forth in the Tenant’s Notice. If Landlord fails to respond to Tenant’s Notice within Landlord’s Response Period, then, after Tenant delivers to Landlord fifteen (15) business days written notice (the “Second Response Period”) and Landlord fails to respond thereto prior to the end of the Second Response Period, the proposed Transfer shall then be deemed approved by Landlord.

Request for Consent. If Tenant seeks to make a TransferSub-sublease is proposed for which the City consent is required, Tenant RIDA shall notify Landlord, the City in writing, and deliver to Landlord at least thirty which notice (30the “Sub-sublease Notice”) shall include (i) the proposed effective date of the Sub-sublease, which shall not be less than sixty (60) days (but and not more than one hundred eighty (180) days) prior to days after the proposed commencement date of the Transfer (the “Proposed Effective Date”) the following information and documents (the “Tenant’s Notice”): (i) a description delivery of the portion of the Premises to be transferred (the “Subject Space”); Sub- sublease Notice, (ii) all of the terms a narrative description, with supporting documents, of the proposed Transfer Sub- sublease, including without limitation, the Proposed Effective Date, the name and address of the proposed TransfereeSub-subtenant, the term of the Sub- sublease, the proposed use of the Site and/or the Improvements, as applicable, the experience of the proposed Sub-subtenant, the organizational structure of the proposed Sub-subtenant, and any additional information that the City may reasonably require to evaluate the Sub-sublease based on the factors set forth in Section 10.1(d), (iii) with respect to any Sub-sublease that has a maximum total term of more than five (5) years, a copy of the existing or proposed assignmentsub-sublease agreement, sublease or other agreement governing the proposed Transfer; (iii) current financial statements of the proposed Transferee certified by an officer, member, partner or owner thereof, and any such other information as Landlord may then reasonably require, including without limitation, audited financial statements for the previous three (3) most recent consecutive fiscal years; (iv) a statement of any current litigation or any litigation which was resolved within the Transfer Plans and Specifications prior five (defined below), if any; 5) years affecting the proposed Sub-subtenant and (v) such other information as Landlord the City may then reasonably require. Tenant shall give Landlord the Tenant’s Notice by registered or certified mail addressed to Landlord at Landlord’s Address specified in the Basic Provisions. Within fifteen Not later than thirty (1530) business days after Landlord’s receipt of a Sub-sublease Notice, the Tenant’s Notice (the “Landlord Response Period”) Landlord City shall notify TenantRIDA (a) that the City has all information that it requires to evaluate the proposed Sub-sublease or (b) of any additional information that the City reasonably requires to evaluate the proposed Sub-sublease, in writing, of its determination with respect to such requested proposed Transfer and the election to recapture as set forth belowapplicable. If Landlord The City shall notify RIDA that it consents or does not elect consent to recapture the proposed Sub-sublease (including, if applicable, a reasonably detailed explanation for the City withholding its consent) not later than sixty (60) days after the City has received all information that the City reasonably requested to evaluate the proposed Sub-sublease. Any Sub-sublease made without the City’s prior written consent shall, at the City’s option, be null, void and of no effect undone at RIDA’s sole cost and expense and shall not be binding on the City. RIDA shall pay to the City a commercially reasonable fee set by the City in connection with the City reviewing and approving each Sub- sublease for which the City’s consent is required pursuant to the provisions hereof and Landlord does Reimbursement Procedure, regardless of whether the Sub-sublease is consummated or the City’s consent thereto is granted. Any Sub-sublease shall be subject to the requested proposed Transfer, Tenant may thereafter assign its interests in terms and to provisions of this Lease or sublease Sublease. The burden of producing evidence and the burden of proof showing the City that a prospective Sub-subtenant meets each and all or a portion of the Premises to aforesaid qualifications and standards and that the same party and City breached, or did not act reasonably under, this Section 10.1, shall be on the same terms as set forth in the Tenant’s Notice. If Landlord fails to respond to Tenant’s Notice within Landlord’s Response Period, then, after Tenant delivers to Landlord fifteen (15) business days written notice (the “Second Response Period”) and Landlord fails to respond thereto prior to the end of the Second Response Period, the proposed Transfer shall then be deemed approved by LandlordRIDA.

Request for Consent. If Tenant seeks to make a Transfer, The Tenant shall notify not effect a Transfer of this Lease or of all or part of the Leased Premises without the prior consent in writing of the Landlord, in writingwhich consent shall not, and provided no Event of Default has occurred, be unreasonably withheld. Provided that the Tenant shall, at the time the Tenant shall request the consent of the Landlord, deliver to the Landlord such information in writing (herein called the “required information”) as the Landlord may reasonably require respecting the proposed Transferee including, without limitation, the name, address, nature of business, financial responsibility and standing of such proposed Transferee. Provided further that after receiving such request, the Landlord shall have the right, at least thirty (30) its option, to terminate this Lease if the request relates to all of the Leased Premises or, if the request relates to a portion of the Leased Premises only, to terminate this Lease with respect to such portion, by giving, within 10 days (but after receiving the required information, not less than 30 nor more than one hundred eighty (180) 60 days) prior ’ written notice of termination to the proposed commencement Tenant. In the event of such termination, the Rent and other payments required to be made by the Tenant hereunder shall be adjusted to the date of termination and, in the Transfer (case of a partial termination, Rent shall xxxxx in the “Proposed Effective Date”) proportion that the following information and documents (the “Tenant’s Notice”): (i) a description area of the portion of the Leased Premises for which this Lease is terminated bears to the area of the Leased Premises and this Lease shall be deemed to be transferred (amended accordingly. If the “Subject Space”); (ii) Landlord elects to terminate this Lease as to all or part of the terms Leased Premises, the Tenant may by written notice (given within 10 days or such longer time as the Landlord may consent to in writing after receipt of the proposed Transfer including without limitation, the Proposed Effective Date, the name and address of the proposed Transferee, and a copy of the existing or proposed assignment, sublease or other agreement governing the proposed Transfer; (iii) current financial statements of the proposed Transferee certified by an officer, member, partner or owner thereof, and any such other information as Landlord may then reasonably require, including without limitation, audited financial statements for the previous three (3) most recent consecutive fiscal years; (iv) the Transfer Plans and Specifications (defined below), if any; and (v) such other information as Landlord may then reasonably require. Tenant shall give Landlord the Tenant’s Notice by registered or certified mail addressed to Landlord at Landlord’s Address specified in notice of termination) notify the Basic Provisions. Within fifteen (15) business days after Landlord’s receipt Landlord of the Tenant’s Notice (intention to refrain from the “Landlord Response Period”) Landlord shall notify Tenant, in writing, of its determination with respect to such requested proposed Transfer and the election to recapture as set forth below. If Landlord does not elect to recapture pursuant which gave rise to the provisions hereof and Landlord does consent to the requested proposed Transfer, Tenant may thereafter assign its interests in and to this Lease Landlord’s notice of termination or sublease all or a portion of the Premises to the same party and on the same terms as set forth in the Tenant’s Noticeintention to accept such notice of termination. If the Tenant gives written notice to the Landlord fails within such time period that it intends to respond to Tenant’s Notice within refrain from such Transfer, then the Landlord’s Response Period, then, after Tenant delivers election to Landlord fifteen (15) business days written notice (the “Second Response Period”) terminate this Lease in whole or in part shall become null and Landlord fails to respond thereto prior to the end of the Second Response Periodvoid. Otherwise, the proposed Transfer Landlord’s termination shall then be deemed approved take effect on the date stipulated by Landlordthe Landlord in its notice of termination.

Request for Consent. If Tenant seeks to make a Transfer, Tenant shall notify Landlord, in writingwriting (“Tenant’s Notice”), and deliver to Landlord at least thirty twenty (3020) days (but not more than one hundred eighty (180) days) prior to the proposed commencement date of the Transfer (the “Proposed Effective Date”) the following information and documents (the “Tenant’s Notice”): following: (i) a description of the portion of the Premises to be transferred (the “Subject Space”); (ii) all of the terms of the proposed Transfer Transfer, including without limitation, the Proposed Effective Date, the name and address of the proposed Transferee, and a copy of the existing or proposed assignment, sublease or other agreement governing the proposed Transfer; (iii) current financial statements of the proposed Transferee certified by an officer, member, partner or owner thereof, and any such other information as Landlord may then reasonably require, including without limitation, audited certified financial statements for the previous three (3) most recent consecutive fiscal years; and (iv) the Transfer Plans and Specifications (defined below), if any; and (v) such other information as Landlord may then reasonably require. Tenant shall give Landlord the Tenant’s Notice by registered or certified mail addressed to Landlord at Landlord’s Address specified in the Basic Provisions. Within fifteen twenty (1520) business days after Landlord’s receipt of the Tenant’s Notice (the “Landlord Response Period”) Landlord shall notify Tenant, in writing, of its determination with respect to such requested proposed Transfer and the Landlord’s election to recapture as set forth belowin Section 14.5. If Landlord does not elect to recapture pursuant to the provisions hereof Section 14.5 and Landlord does consent not respond to the requested proposed TransferTransfer and Tenant delivers to Landlord a second Tenant’s Notice and Landlord fails to respond to such second written notice within 3 business days of receipt, then Tenant may thereafter assign its interests in and to this Lease or sublease all or a portion of the Premises to the same party and on the same terms as set forth in the Tenant’s Notice. If Landlord fails to respond to Tenant’s Notice within Landlord’s Response Period, then, after Tenant delivers to Landlord fifteen (15) business days written notice (the “Second Response Period”) and Landlord fails to respond thereto prior to the end of the Second Response Period, the proposed Transfer shall then be deemed approved by Landlord.

Request for Consent. If Tenant seeks to make a Transfer, Tenant shall notify Landlord, in writingwriting (“Tenant’s Notice”), and deliver to Landlord at least thirty (30) days (but not more than one hundred eighty (180) days) prior to the proposed commencement date of the Transfer (the “Proposed Effective Date”) the following information and documents (the “Tenant’s Notice”): following: (i) a description of the portion of the Premises to be transferred (the “Subject Space”); (ii) all of the terms of the proposed Transfer Transfer, including without limitation, the Proposed Effective Date, the name and address of the proposed Transferee, and a copy of the existing or proposed assignment, sublease or other agreement governing the proposed Transfer; (iii) current financial statements of the proposed Transferee certified by an officer, member, partner or owner thereof, and any such other information as Landlord may then reasonably require, including without limitation, audited financial statements for the previous three (3) most recent consecutive fiscal years; (iv) the Transfer Plans and Specifications (defined below), years if anyavailable; and (viv) such other information as Landlord may then reasonably require. Tenant shall give Landlord the Tenant’s Notice by registered or certified mail addressed to Landlord at Landlord’s Address specified in the Basic Provisions. Within fifteen twenty (1520) business days after Landlord’s receipt of the Tenant’s Notice (the “Landlord Response Period”) Landlord shall notify Tenant, in writing, of its determination with respect to such requested proposed Transfer and the Landlord’s election to recapture as set forth belowin Section 14.5. If Landlord does not elect to recapture pursuant to the provisions hereof Section 14.5 and Landlord does consent to the requested proposed Transfer, Tenant may thereafter assign its interests in and to this Lease or sublease all or a portion of the Premises to the same party and on the same terms as set forth in the Tenant’s Notice. If Landlord fails to respond to Tenant’s Notice within Landlord’s Response Period, then, after Tenant delivers to Landlord fifteen (15) business days written notice (the “Second Response Period”) and Landlord fails to respond thereto prior to the end of the Second Response Period, the proposed Transfer shall then be deemed approved by Landlord.

Request for Consent. If Tenant seeks to make a TransferTransfer is proposed for which Landlord consent is required, Tenant shall notify Landlord, Landlord in writing, and deliver to Landlord at least thirty which notice (30the "Transfer Notice") shall include (i) the proposed effective date of the Transfer, which shall not be less than ninety (90) days (but and not more than one hundred eighty (180) days) prior to days after the proposed commencement date of delivery of the Transfer (the “Proposed Effective Date”) the following information and documents (the “Tenant’s Notice”): (i) a description of the portion of the Premises to be transferred (the “Subject Space”); , (ii) all of the terms narrative description, with supporting documents, of the proposed Transfer Transfer, including without limitation, the Proposed Effective Datename of the Transferee, the proposed use of the Premises and the Improvements following the proposed Transfer, the experience of the Transferee, the organizational structure of the Transferee that depicts all Persons that hold twenty percent (20%) or more of direct and indirect interest in such Transferee, and any additional information that Landlord may require to evaluate the Transfer based on the factors set forth in Section 11.5.3, (iii) all of the material terms of the proposed Transfer, including without limitation, any proposed encumbrances, (iv) with respect to an Assignment, the name and address of the proposed assignee or, with respect to a Change of Control of Tenant, the name and address of the Person(s) acquiring an interest resulting in a Change of Control of Tenant (each such assignee, or Person acquiring an interest resulting in a Change of Control of Tenant, a "Transferee"), (v) with respect to a Change of Control of Tenant, a complete description of the direct and indirect ownership and Control of Tenant immediately before and immediately after the Transfer in writing and depicted in an organizational chart (but in no event will Tenant be required to disclose the identity of any Person that holds less than a 20% direct or indirect underlying interest in Tenant), (vi) a copy of the all existing or and/or proposed assignment, sublease or other agreement governing documentation pertaining to the proposed Transfer; , including all existing and proposed operative documents to be executed to evidence such Transfer and the agreements incidental or related to such Transfer, which shall at a minimum include, organizational documents, (iiivii) a statement of any current litigation or any litigation which was resolved within the prior five (5) years affecting the proposed Transferee, (viii) in the case of an Assignment only, financial statements of the proposed Transferee as of the end of the most recent calendar quarter that ended at least one hundred fifty (150) days before the date of submission that are certified by an officera reputable, membercertified public accountant or certified on behalf of the proposed Transferee as being prepared in accordance with generally accepted accounting principles by a Person that is authorized to execute such financial statements on behalf of the proposed Transferee, partner or owner thereofas applicable (which shall be audited if that is the customary practice of the Transferee), and any such other information as Landlord may then reasonably require, including without limitation, audited financial statements for the previous three (3) most recent consecutive fiscal years; (iv) the Transfer Plans and Specifications (defined below), if any; and (vix) such other information as Landlord may then reasonably require. Any Assignment made without Xxxxxxxx's prior written consent shall, at Landlord's option, be null, void and of no effect, undone at Tenant’s sole cost and expense and shall not be binding on Landlord. Tenant shall give Landlord the Tenant’s Notice by registered or certified mail addressed pay to Landlord at Landlord’s Address specified in 's standard applicable fee set by the Basic ProvisionsBPC Policy No. Within fifteen (15) business days after Landlord’s receipt of the Tenant’s Notice (the “Landlord Response Period”) Landlord shall notify Tenant106, or its equivalent, in writing, of its determination connection with respect to such requested proposed Landlord reviewing each Transfer and the election to recapture as set forth below. If for which Landlord does not elect to recapture consent is required pursuant to the provisions hereof and Landlord does Reimbursement Procedure, regardless of whether the Transfer is consummated or Xxxxxxxx's consent thereto is granted. Any Transfer shall be subject to the requested proposed Transfer, Tenant may thereafter assign its interests in terms and to provisions of this Lease or sublease Lease. The burden of producing evidence and the burden of proof showing Landlord that a prospective Transferee meets each and all or a portion of the Premises to the same party aforesaid qualifications and standards and that Landlord breached, or did not act reasonably or in good faith, under this Section 11.5 shall be on the same terms as set forth in the Tenant’s Notice. If Landlord fails to respond to Tenant’s Notice within Landlord’s Response Period, then, after Tenant delivers to Landlord fifteen (15) business days written notice (the “Second Response Period”) and Landlord fails to respond thereto prior to the end of the Second Response Period, the proposed Transfer shall then be deemed approved by Landlord.

Request for Consent. If Tenant seeks to make a Transfer, Tenant shall notify Landlord, in writing, and deliver to Landlord at least thirty fifteen (3015) days (but not more than one hundred eighty (180) days) prior to the proposed commencement date of the Transfer (the “Proposed Effective Date”) the following information and documents (the “Tenant’s Notice”): (i) a description of the portion of the Premises to be transferred (the “Subject Space”); (ii) all of the terms of the proposed Transfer including without limitation, the Proposed Effective Date, the name and address of the proposed Transferee, and a copy of the existing or proposed assignment, sublease or other agreement governing the proposed Transfer; (iii) current financial statements of the proposed Transferee certified by an officer, member, partner or owner thereof, and any such other information as Landlord may then reasonably require, including without limitation, audited (if available) financial statements for the previous three (3) most recent consecutive fiscal years; (iv) the Transfer Plans and Specifications (defined below), if any; and (v) such other information as Landlord may then reasonably require. Tenant shall give Landlord the Tenant’s Notice by registered or certified mail addressed to Landlord at Landlord’s Address specified in the Basic Provisions. Within fifteen (15) business days after Landlord’s receipt of the Tenant’s Notice (the “Landlord Response Period”) Landlord shall notify Tenant, in writing, of its determination with respect to such requested proposed Transfer and the election to recapture as set forth below. If Landlord does not elect to recapture pursuant to the provisions hereof and Landlord does consent to the requested proposed Transfer, Tenant may thereafter assign its interests in and to this Lease or sublease all or a portion of the Premises to the same party and on the same terms as set forth in the Tenant’s Notice. If Landlord fails to respond to Tenant’s Notice within Landlord’s Response Period, then, after Tenant delivers to Landlord fifteen (15) business days written notice (the “Second Response Period”) and Landlord fails to respond thereto prior to the end of the Second Response Period, the proposed Transfer shall then be deemed approved by Landlord.

Request for Consent. If Tenant seeks to make a Transfer, Tenant shall notify Landlord, in writing, and deliver to Landlord at least thirty (30) days (but not more than one hundred eighty (180) days) prior to the proposed commencement date of the Transfer (the “Proposed Effective Date”) the following information and documents (the “Tenant’s Notice”): (i) a description of the portion of the Premises to be transferred (the “Subject Space”); (ii) all of the terms of the proposed Transfer including without limitation, the Proposed Effective Date, the name and address of the proposed Transferee, and a copy of the existing or proposed assignment, sublease or other agreement governing the proposed Transfer; (iii) current financial statements of the proposed Transferee certified by an officer, member, partner or owner thereof, and any such other information as Landlord may then reasonably require, including without limitation, audited financial statements for the previous three (3) most recent consecutive fiscal yearsyears (if available and un-audited if audited financials are not available); (iv) the Transfer Plans and Specifications (defined below), if any; and (v) such other information as Landlord may then reasonably require. Tenant shall give Landlord the Tenant’s Notice by registered or certified mail addressed to Landlord at Landlord’s Address specified in the Basic ProvisionsLease Information. Within fifteen thirty (1530) business days after Landlord’s receipt of the Tenant’s Notice (the “Landlord Response Period”) Landlord shall notify Tenant, in writing, of its determination with respect to such requested proposed Transfer and the election to recapture as set forth below. If Landlord does not elect to recapture pursuant to the provisions hereof and Landlord does consent to the requested proposed Transfer, Tenant may thereafter assign its interests in and to this Lease or sublease all or a portion of the Premises to the same party and on substantially the same terms as set forth in the Tenant’s Notice. If Landlord fails to respond to Tenant’s Notice within Landlord’s Response Period, then, after Tenant delivers to Landlord fifteen twenty (1520) business days written notice (the “Second Response Period”) and Landlord fails to respond thereto prior to the end of the Second Response Period, the proposed Transfer shall then be deemed approved by Landlord.

Request for Consent. If Tenant seeks to make a Transfer, Tenant shall notify Landlord, in writing, and deliver to Landlord at least thirty (30) days (but not more than one hundred eighty (180) days) prior to the proposed commencement date of the Transfer (the “Proposed Effective Date”) the following information and documents (the “Tenant’s Notice”): (i) a description of the portion of the Premises to be transferred (the “Subject Space”); (ii) all of the terms of the proposed Transfer including without limitation, the Proposed Effective Date, the name and address of the proposed Transferee, and a copy of the existing or proposed assignment, sublease or other agreement governing the proposed Transfer; (iii) current financial statements of the proposed Transferee certified (except such financial statements shall not require certification with respect to a company, the common stock of which is listed on a national stock exchange) by an officer, member, partner or owner thereof, and any such other information as Landlord may then reasonably require, including without limitation, if available, audited financial statements for the previous three (3) most recent consecutive fiscal years; (iv) the Transfer Plans and Specifications (defined below), if any; and (v) such other information as Landlord may then reasonably require. Tenant shall give Landlord the Tenant’s Notice by registered or certified mail addressed to Landlord at Landlord’s Address specified in the Basic ProvisionsLease Information. Within fifteen (15) business days after Landlord’s receipt of the Tenant’s Notice (the “Landlord Response Period”) Landlord shall notify Tenant, in writing, of its determination with respect to such requested proposed Transfer Transfer, the reasons therefor and the election to recapture as set forth in Section 14.5 below. If the Landlord does not elect to recapture pursuant to the provisions of Section 14.5 hereof and Landlord does consent to the requested proposed Transfer, Tenant may thereafter assign its interests in and to this Lease or sublease all or a portion of the Premises to the same party and on the same terms as set forth in the Tenant’s Notice. If Landlord fails to respond to Tenant’s Notice within Landlord’s Response Period, then, after Tenant delivers to Landlord fifteen (15) business days written notice (the “Second Response Period”) and Landlord fails to respond thereto prior to the end of the Second Response Period, the proposed Transfer shall then be deemed approved by Landlord.

Request for Consent. If Subject to Paragraph 12.10 below regarding Transfers to an Affiliate, if Tenant seeks to make a Transfer (other than a Permitted Transfer), Tenant shall notify Landlord, in writing, and deliver to Landlord at least thirty (30) days (but not more than one hundred eighty (180) days) prior to the proposed commencement date of the Transfer (the “Proposed Effective Date”) the following information and documents (the “Tenant’s Notice”): (i) a description of the portion of the Premises to be transferred (the “Subject Space”); (ii) all of the terms of the proposed Transfer including without limitation, the Proposed Effective Date, the name and address of the proposed Transferee, and a copy of the existing or proposed assignment, sublease or other agreement governing the proposed Transfer; (iii) current financial statements of the proposed Transferee certified by an officer, member, partner or owner thereof, and any such other information as Landlord may then reasonably require, including without limitation, audited financial statements for the previous three (3) most recent consecutive fiscal years; (iv) the Transfer Plans and Specifications (defined below), if any; and (v) such other information as Landlord may then reasonably require. Tenant shall give Landlord the Tenant’s Notice by registered or certified mail addressed to Landlord at Landlord’s Address specified in the Basic Provisions. Within fifteen thirty (1530) business days after Landlord’s receipt of the Tenant’s Notice (the “Landlord Response Period”) Landlord shall notify Tenant, in writing, of its determination with respect to such requested proposed Transfer and the election to recapture as set forth in Paragraph 12.5. below. If Landlord does not elect to recapture pursuant to the provisions hereof and Landlord does consent to the requested proposed Transfer, Tenant may thereafter assign its interests in and to this Lease or sublease all or a portion of the Premises to the same party and on the same terms as set forth in the Tenant’s Notice, but if such transaction is not consummated within four (4) months of Landlord’s consent to the Transfer, then Tenant must against deliver a Tenant’s Notice and comply with the provisions of this Paragraph 12.2 prior to making a Transfer. If Landlord fails to respond deliver its written response within the required thirty (30) day period, Tenant may send a second (2nd) written notice to Tenant’s Notice within Landlord, which notice shall contain the following inscription, in bold faced lettering: “SECOND NOTICE DELIVERED PURSUANT TO PARAGRAPH 12.2. OF LEASE - - FAILURE BY LANDLORD TO RESPOND WITHIN FIVE (5) BUSINESS DAYS MIGHT RESULT IN LANDLORD’S DEEMED CONSENT TO A PROPOSED ASSIGNMENT OR SUBLEASE.” If Landlord fails to deliver Landlord’s Response Period, then, after written notice to Tenant delivers to Landlord fifteen within five (155) business days after receiving the aforementioned second (211d) written notice, Landlord shall be deemed to have delivered a written notice (to Tenant approving the “Second Response Period”) and Landlord fails to respond thereto prior to the end of the Second Response Period, the subject proposed Transfer shall then be deemed approved by Landlordassignment or sublease.

Request for Consent. If Tenant seeks to make a Transfer, Tenant shall notify Landlord, in writing, and deliver to Landlord at least thirty (30) days (but not more than one hundred eighty (180) days) prior to the proposed commencement date of the Transfer (the “Proposed Effective Date”) the following information and documents (the “Tenant’s Tenant Notice”): (i) a description of the portion of the Premises to be transferred (the “Subject Space”); (ii) all of the terms of the proposed Transfer including without limitation, the Proposed Effective Date, the name and address of the proposed Transferee, and a copy of the existing or proposed assignment, sublease or other agreement governing the proposed Transfer; (iii) current financial statements of the proposed Transferee certified by an officer, member, partner or owner thereof, and any such other information as Landlord may then reasonably require, including without limitation, audited financial statements for the previous three (3) most recent consecutive fiscal years, if available; (iv) the Transfer Plans and Specifications (defined below), if any; and (v) such other information as Landlord may then reasonably require. Tenant shall give Landlord the Tenant’s Notice by registered or certified mail or by nationally recognized overnight courier addressed to Landlord at Landlord’s Address specified in the Basic ProvisionsLease Information. Within fifteen thirty (1530) business days after Landlord’s receipt of the Tenant’s Notice (the “Landlord Response Period”) Landlord shall notify Tenant, in writing, of its determination with respect to such requested proposed Transfer and the or of Landlord’s election to terminate such portion of the Premises which is proposed to be sublet or assigned and recapture such portion of the Premises for reletting by Landlord; provided, however, Landlord shall have the right to exercise the recapture right only if (a) Tenant’s entire interest under this Lease is being assigned to a third party other than an Affiliate (as set forth defined in Section 14.7 below), or (b) seventy-five percent (75%) or more of the Premises is being subleased by Tenant (or such that including the proposed sublease, a total of 75% or more of the Premises shall be subleased by Tenant) for the balance of the then remaining Term. If Landlord does not elect to exercises the recapture pursuant right, the Lease shall terminate as to the provisions hereof Subject Space on the date that is thirty (30) days after Landlord’s delivery of the exercise notice, and upon such date, neither party shall have any further obligations hereunder with respect to the Subject Space except for those obligations that expressly survive the expiration or termination of this Lease. If Landlord does consent to the requested proposed Transfer, Tenant may thereafter assign its interests in and to this Lease or sublease all or a portion of the Premises to the same party and on the same terms as set forth in the Tenant’s Notice. If Landlord fails to respond to Tenant’s Notice within Landlord’s Response Period, then, after Tenant delivers to Landlord fifteen (15) business days written notice (the “Second Response Period”) and Landlord fails to respond thereto prior to the end of the Second Response Period, the proposed Transfer shall then be deemed approved by LandlordLandlord and Landlord shall be deemed to have waived the recapture right set forth above.

Request for Consent. If Tenant seeks to make a TransferHotel Management Agreement is proposed for which Landlord consent is required, Tenant shall notify Landlord, Landlord in writing, and deliver to Landlord at least thirty which notice (30the “Hotel Management Agreement Notice”) days shall include (but not more than one hundred eighty (180a) days) prior to the proposed commencement effective date of the Transfer Hotel Management Agreement, which shall not be more than six (6) months after the “Proposed Effective Date”) the following information and documents (the “Tenant’s Notice”): later of: (i) a description the date of delivery of the portion Hotel Management Agreement Notice containing all of the Premises to be transferred information required in clauses (the “Subject Space”); b) and (c) and (ii) all Landlord’s review of the terms original unredacted version of the proposed Transfer including without limitationHotel Management Agreement at Landlord’s office at 0000 Xxxxxxx Xxxxxxx, the Proposed Effective DateXxx Xxxxx, the name and address of the proposed TransfereeXxxxxxxxxx, and (b) a copy of the existing or proposed assignment, sublease or other agreement governing Hotel Management Agreement with all proprietary information contained therein redacted together with an affidavit from an authorized representative of Tenant certifying under penalty of perjury that the proposed Transfer; (iii) current financial statements redacted version of the Hotel Management Agreement is a true, correct and complete copy of the final proposed Transferee certified by an officer, member, partner or owner thereof, and any such other information as Landlord may then reasonably require, including without limitation, audited financial statements Hotel Management Agreement except for the previous three (3) most recent consecutive fiscal years; (iv) the Transfer Plans and Specifications (defined below), if any; redactions and (vc) such other information as Landlord may then reasonably require. Any inaccuracy in the affidavit from the authorized representative of Tenant, as determined by Landlord in its reasonable discretion, may constitute an Event of Default as and to the extent set forth in Section 12.1.5. Not later than thirty (30) days after receipt of a Hotel Management Agreement Notice, Landlord shall notify Tenant (1) that Landlord has all information that it requires to evaluate the proposed Hotel Management Agreement or (2) of any additional information that Landlord reasonably requires to evaluate the proposed Hotel Management Agreement, as applicable. Landlord shall give notify Tenant that it consents or does not consent to the proposed Hotel Management Agreement (including, if applicable, a reasonably detailed explanation for Landlord withholding its consent) not later than sixty (60) days after Landlord has received all information that Landlord reasonably requested to evaluate the Tenantproposed Hotel Management Agreement. Any Hotel Management Agreement executed without Xxxxxxxx’s Notice by registered or certified mail addressed to Landlord prior written consent shall, at Landlord’s Address specified in the Basic Provisionsoption, be null, void and of no effect and not binding on Landlord. Within fifteen (15) business days after Tenant shall pay to Landlord Landlord’s receipt standard applicable fee set by BPC Policy No. 106 for the review of the Tenant’s Notice (the “subleases in connection with Landlord Response Period”) Landlord shall notify Tenant, in writing, of its determination with respect to such requested proposed Transfer and the election to recapture as set forth below. If Landlord does not elect to recapture reviewing each Hotel Management Agreement pursuant to the provisions hereof and Landlord does Reimbursement Procedure, regardless of whether the Hotel Management Agreement is consummated or Landlord’s consent thereto is granted. Any Hotel Management Agreement shall be subject to the requested proposed Transfer, Tenant may thereafter assign its interests in terms and to provisions of this Lease or sublease all or a portion of the Premises to the same party and on the same terms as set forth in the Tenant’s Notice. If Landlord fails to respond to Tenant’s Notice within Landlord’s Response Period, then, after Tenant delivers to Landlord fifteen (15) business days written notice (the “Second Response Period”) and Landlord fails to respond thereto prior to the end of the Second Response Period, the proposed Transfer shall then be deemed approved by LandlordLease.

Request for Consent. If Tenant seeks to make a Transfer, The Tenant shall notify not effect a Transfer of this Lease or of all or part of the Leased Premises without the prior consent in writing of the Landlord, in writingwhich consent shall not, and provided no Event of Default has occurred, be unreasonably withheld. Provided that the Tenant shall, at the time the Tenant shall request the consent of the Landlord, deliver to the Landlord such information in writing (herein called the "required information") as the Landlord may reasonably require respecting the proposed Transferee including, without limitation, the name, address, nature of business, financial responsibility and standing of such proposed Transferee. Provided further that after receiving such request, the Landlord shall have the right, at least its option, to terminate this Lease if the request relates to all of the Leased Premises or, if the request relates to a portion of the Leased Premises only, to terminate this Lease with respect to such portion, by giving, within ten (10) days after receiving the required information, not less than thirty (30) days (but not nor more than one hundred eighty sixty (18060) days) prior days written notice of termination to the proposed commencement Tenant. In the event of such termination the Rent and other payments required to be made by the Tenant hereunder shall be adjusted to the date of termination and in the Transfer (case of a partial termination, Rent shall xxxxx in the “Proposed Effective Date”) proportion that the following information and documents (the “Tenant’s Notice”): (i) a description area of the portion of the Leased Premises for which this Lease is terminated bears to the area of the Leased Premises and this Lease shall be deemed to be transferred (amended accordingly. If the “Subject Space”); (ii) Landlord elects to terminate this Lease as to all or part of the terms of the proposed Transfer including without limitationLeased Premises, the Proposed Effective Date, Tenant may by written notice (given within ten (10) days or such longer time as the name and address of the proposed Transferee, and a copy of the existing or proposed assignment, sublease or other agreement governing the proposed Transfer; (iii) current financial statements of the proposed Transferee certified by an officer, member, partner or owner thereof, and any such other information as Landlord may then reasonably require, including without limitation, audited financial statements for the previous three (3) most recent consecutive fiscal years; (iv) the Transfer Plans and Specifications (defined below), if any; and (v) such other information as Landlord may then reasonably require. Tenant shall give Landlord the Tenant’s Notice by registered or certified mail addressed consent to Landlord at Landlord’s Address specified in the Basic Provisions. Within fifteen (15) business days writing after Landlord’s receipt of the Landlord's notice of termination) notify the Landlord of the Tenant’s Notice ('s intention to refrain from the “Transfer which gave rise to the Landlord's notice of termination or of the Tenant's intention to accept such notice of termination. If the Tenant gives such written notice to the Landlord Response Period”) Landlord shall notify Tenantwithin such time period that it intends to refrain from such Transfer, in writing, of its determination with respect to such requested proposed Transfer and then the Landlord's election to recapture as set forth below. If Landlord does not elect to recapture pursuant to the provisions hereof and Landlord does consent to the requested proposed Transfer, Tenant may thereafter assign its interests in and to terminate this Lease in whole or sublease all or a portion of in part shall become null and void. Otherwise, the Premises to the same party and Landlord's termination shall take effect on the same terms as set forth date stipulated by the Landlord in the Tenant’s Notice. If Landlord fails to respond to Tenant’s Notice within Landlord’s Response Period, then, after Tenant delivers to Landlord fifteen (15) business days written its notice (the “Second Response Period”) and Landlord fails to respond thereto prior to the end of the Second Response Period, the proposed Transfer shall then be deemed approved by Landlordtermination.

Request for Consent. If Tenant seeks to make a Transfer, The Tenant shall notify not effect a Transfer of this Lease or of all or part of the Leased Premises without the prior consent in writing of the Landlord, in writingwhich consent shall not, and provided no Event of Default has occurred, be unreasonably withheld. Provided that the Tenant shall, at the time the Tenant shall request the consent of the Landlord, deliver to the Landlord such information in writing (herein called the "required information") as the Landlord may reasonably require respecting the proposed Transferee including, without limitation, the name, address, nature of business, financial responsibility and standing of such proposed Transferee. Provided further that after receiving such request, the Landlord shall have the right, at least thirty (30) its option, to terminate this Lease if the request relates to all of the Leased Premises or, if the request relates to a portion of the Leased Premises only, to terminate this Lease with respect to such portion, by giving, within 10 days (but after receiving the required information, not less than 30 nor more than one hundred eighty (180) 60 days) prior ' written notice of termination to the proposed commencement Tenant. In the event of such termination, the Rent and other payments required to be made by the Tenant hereunder shall be adjusted to the date of termination and, in the Transfer (case of a partial termination, Rent shall xxxxx in the “Proposed Effective Date”) proportion that the following information and documents (the “Tenant’s Notice”): (i) a description area of the portion of the Leased Premises for which this Lease is terminated bears to the area of the Leased Premises and this Lease shall be deemed to be transferred (amended accordingly. If the “Subject Space”); (ii) Landlord elects to terminate this Lease as to all or part of the terms of the proposed Transfer including without limitationLeased Premises, the Proposed Effective Date, Tenant may by written notice (given within 10 days or such longer time as the name and address of the proposed Transferee, and a copy of the existing or proposed assignment, sublease or other agreement governing the proposed Transfer; (iii) current financial statements of the proposed Transferee certified by an officer, member, partner or owner thereof, and any such other information as Landlord may then reasonably require, including without limitation, audited financial statements for the previous three (3) most recent consecutive fiscal years; (iv) the Transfer Plans and Specifications (defined below), if any; and (v) such other information as Landlord may then reasonably require. Tenant shall give Landlord the Tenant’s Notice by registered or certified mail addressed consent to Landlord at Landlord’s Address specified in the Basic Provisions. Within fifteen (15) business days writing after Landlord’s receipt of the Landlord's notice of termination) notify the Landlord of the Tenant’s Notice ('s intention to refrain from the “Transfer which gave rise to the Landlord's notice of termination or of the Tenant's intention to accept such notice of termination. If the Tenant gives written notice to the Landlord Response Period”) Landlord shall notify Tenantwithin such time period that it intends to refrain from such Transfer, in writing, of its determination with respect to such requested proposed Transfer and then the Landlord's election to recapture as set forth below. If Landlord does not elect to recapture pursuant to the provisions hereof and Landlord does consent to the requested proposed Transfer, Tenant may thereafter assign its interests in and to terminate this Lease in whole or sublease all or a portion of in part shall become null and void. Otherwise, the Premises to the same party and Landlord's termination shall take effect on the same terms as set forth date stipulated by the Landlord in the Tenant’s Notice. If Landlord fails to respond to Tenant’s Notice within Landlord’s Response Period, then, after Tenant delivers to Landlord fifteen (15) business days written its notice (the “Second Response Period”) and Landlord fails to respond thereto prior to the end of the Second Response Period, the proposed Transfer shall then be deemed approved by Landlordtermination.

Request for Consent. If Except as otherwise provided in Section 16.6, if Tenant seeks to make a Transfersublet or assign all or any portion of the Premises, Tenant shall notify Landlord, in writing, and deliver to Landlord at least thirty (30) days (but not more than one hundred eighty (180) days) prior to the proposed commencement date of the Transfer sublease or assignment (the “"Proposed Effective Date”") the following information and documents (the “"Tenant’s 's Notice”"): (i) a description the name, address and nature of the portion business of the Premises to be transferred (the “Subject Space”)proposed assignee or sublessee; (ii) all of the terms of the proposed Transfer including without limitation, the Proposed Effective Date, the name such information as to such assignee's or sublessee's financial responsibility and address of the proposed Transferee, and a copy of the existing or proposed assignment, sublease or other agreement governing the proposed Transfer; (iii) current financial statements of the proposed Transferee certified by an officer, member, partner or owner thereof, and any such other information condition as Landlord may then reasonably require, require (including without limitation, audited financial statements for no more than the previous three (3) most recent consecutive fiscal years) to enable Landlord to determine its financial condition; (iviii) the Transfer Plans aforementioned plans and Specifications (defined below)specifications, if any; and (viv) the Proposed Effective Date of such other information proposed assignment or sublease. Within ten (10) business days after Landlord's receipt of the Tenant's Notice from Tenant that Tenant seeks to sublet or assign all or any portion of the Premises, Landlord shall deliver to Tenant a copy of Landlord's standard form of sublease or assignment agreement (as Landlord may then reasonably requireapplicable), which assignment form shall be substantially in the form attached hereto as Exhibit M, which instrument shall be utilized for each proposed sublease or assignment (as applicable), and such instrument shall include a provision whereby the assignee or sublessee assumes all of Tenant's obligations hereunder and agrees to be bound by the terms hereof. Tenant shall give Landlord the Tenant’s 's Notice by registered or certified mail addressed to Landlord at Landlord’s Address 's address specified in the Basic ProvisionsLease Information. Within fifteen thirty (1530) business days after Landlord’s 's receipt of the Tenant’s 's Notice (the “"Landlord Response Period”") Landlord shall notify Tenant, in writing, of its determination with respect to such requested proposed Transfer assignment or sublease and the election to recapture as set forth in Section 16.3 below. If Landlord does not elect to recapture pursuant to the provisions of Section 16.3 hereof and Landlord does consent to the requested proposed Transferassignment or sublease, Tenant may thereafter assign its interests in and to this Lease or sublease all or a portion of the Premises to the same party and on the same terms as set forth in the Tenant’s 's Notice. If Within said Landlord fails Response Period, in addition to the other provisions hereof, Landlord shall have the right to withhold consent to the proposed assignment or sublease (a) if the proposed use is prohibited by the provisions of this Lease, and in particular, the provisions of Section 10 hereof or if said use differs from customary uses generally acceptable in comparable warehouse buildings in the San Leandro, Oakland, San Lorenzo, Hayward, Union City market, (b) the proposed assignee's or subtenant's financial condition, in the reasonable judgment of Landlord, is not reasonably adequate and sufficient in relation to the then remaining obligations of Tenant under this Lease, or (c) if Tenant publicly offers or advertises to assign or sublet at a rate that is below the then current market rate being charged for space of similar nature and size by landlords of comparable warehouse buildings in the San Leandro, Oakland, San Lorenzo, Hayward, Union City market. Should Landlord fail to respond to Tenant’s Notice 's notice within Landlord’s 's Response Period, then, after Tenant delivers to Tenant's giving Landlord fifteen thirty (1530) business days written notice (hereinafter the “"Second Response Period”) and Landlord fails to respond thereto prior to the end of the Second Response Period"), the proposed Transfer assignment or sublease shall then be deemed approved by Landlord. Each permitted assignee or sublessee shall assume and be deemed to assume this Lease and shall be and remain liable jointly and severally with Tenant for payment of Rent and for the due performance of, and compliance with all the terms, covenants, conditions and agreements herein contained on Tenant's part to be performed or complied with, for the Term of this Lease. No assignment or subletting shall affect the continuing primary liability of Tenant (which, following assignment, shall be joint and several with the assignee), and Tenant shall not be released from performing any of the terms, covenants and conditions of this Lease. An assignee of Tenant shall become directly liable to Landlord for all obligations of Tenant hereunder, but no sublease or assignment by Tenant shall relieve Tenant of any liability under this Lease. Tenant hereby acknowledges and agrees that it understands that Landlord's accounting department may process and accept Rent payments without verifying that such payments are being made by Tenant, a permitted sublessee or a permitted assignee in accordance with the provisions of this Lease. Although such payments may be processed and accepted by such accounting department personnel, any and all actions or omissions by the personnel of Landlord's accounting department shall not be considered as acceptance by Landlord of any proposed assignee or sublessee nor shall such actions or omissions be deemed to be a substitute for the requirement that Tenant obtain Landlord's prior written consent to any such subletting or assignment, and any such actions or omissions by the personnel of Landlord's accounting department shall not be considered as a voluntary relinquishment by Landlord of any of its rights hereunder nor shall any voluntary relinquishment of such rights be inferred therefrom. Except as otherwise expressly set forth in Section 16.6 below, for purposes hereof, in the event Tenant is a corporation, partnership, joint venture, trust or other entity other than a natural person, any change in the direct or indirect ownership of Tenant (whether pursuant to one or more transfers) which results in a change of more than fifty percent (50%) in the direct or indirect ownership of Tenant shall be deemed to be an assignment within the meaning of this Section 16 and shall be subject to all the provisions hereof. Any and all options, first rights of refusal, tenant improvement allowances and other similar rights granted to Tenant in this Lease, if any, shall not be assignable by Tenant (except for a permissible assignment to a Related Entity, or to a non-related entity having a net worth of at least Twenty Five Million Dollars ($25,000,000.00) and a net income of at least Four Million Dollars ($4,000,000.00) for the most recent fiscal year, as part of this Lease) unless expressly authorized in writing by Landlord. As Additional Rent hereunder, Tenant shall pay to Landlord, within thirty (30) days of Landlord's written demand therefor, a fee in the amount of five hundred dollars ($500) plus Tenant shall reimburse Landlord for actual legal and other expenses incurred by Landlord in connection with any actual or proposed assignment or subletting.

Request for Consent. If Tenant seeks to make a Transfer, Tenant shall notify Landlord, in writing, and deliver to Landlord at least thirty (30) days (but not more than one hundred eighty (180) days) prior to the proposed commencement date of the Transfer (the “"Proposed Effective Date”") the following information and documents (the “"Tenant’s 's Notice”"): (i) a description of the portion of the Premises to be transferred (the “"Subject Space”"); (ii) all of the terms of the proposed Transfer including without limitation, the Proposed Effective Date, the name and address of the proposed Transferee, and a copy of the existing or proposed assignment, sublease or other agreement governing the proposed Transfer; (iii) current financial statements of the proposed Transferee certified by an officer, member, partner or owner thereof, and any such other information as Landlord may then reasonably require, including without limitation, audited financial statements (if available) for the previous three (3) most recent consecutive fiscal years; (iv) the Transfer Plans and Specifications (defined below), if any; and (v) such other information as Landlord may then reasonably require. Tenant shall give Landlord the Tenant’s 's Notice by registered or certified mail addressed to Landlord at Landlord’s 's Address specified in the Basic ProvisionsLease Information. Within fifteen thirty (1530) business days after Landlord’s 's receipt of the Tenant’s 's Notice (the “"Landlord Response Period”") Landlord shall notify Tenant, in writing, of its determination with respect to such requested proposed Transfer and the election to recapture as set forth below. If Landlord does not elect to recapture pursuant to the provisions hereof and Landlord does consent to the requested proposed Transfer, Tenant may thereafter assign its interests in and to this Lease or sublease all or a portion of the Premises to the same party and on the same terms as set forth in the Tenant’s 's Notice. If Landlord fails to respond to Tenant’s 's Notice within Landlord’s 's Response Period, then, after Tenant delivers to Landlord fifteen ten (1510) business days written notice (the “"Second Response Period”") and Landlord fails to respond thereto prior to the end of the Second Response Period, the proposed Transfer shall then be deemed approved by Landlord.

Request for Consent. If In the event Tenant seeks desires to make effect a Transfer, Tenant shall notify Landlordthen, in writing, and deliver to Landlord at least thirty (30) days (but not more than one hundred eighty twenty (180120) days) days prior to the proposed commencement date of when Tenant desires the Transfer to be effective (the “Proposed Effective Transfer Date”) the following information and documents ), Tenant shall provide written notice to Landlord (the “Tenant’s Transfer Notice”): ) containing the following all in such detail as Landlord shall reasonably require: information (including references) concerning the character of the proposed Transferee; the Transfer Date; the most recent unconsolidated financial statements of Tenant and of the proposed Transferee satisfying the requirements of Section 25.15 below (“Required Financials”); evidence reasonably satisfactory to Landlord that the value of Landlord’s interest under this Lease shall not be diminished or reduced by the proposed Transfer (such evidence shall include evidence respecting the relevant business experience and financial responsibility and status of the proposed Transferee); any ownership or commercial relationship between Tenant and the proposed Transferee; and the consideration and all other material terms and conditions of the proposed Transfer. So long as Tenant shall have complied with Section 13.2 above, and subject to Landlord’s rights set forth in Section 13.2, Landlord agrees that, subject to the provisions of this Article 13, Landlord shall not unreasonably withhold, condition or delay its consent to a Transfer on the same terms contained in the Recapture Notice. It shall be reasonable for Landlord to withhold its consent to a Transfer, inter alia, (a) if the proposed party to whom the Transfer is being made (the “Transferee”) will not use the Premises for the Permitted Uses; (b) if, in Landlord’s reasonable opinion, the Transferee (i) does not have a description tangible net worth and other financial indicators sufficient to meet the Transferee’s obligations under the Transfer instrument in question (taking into account, in the case of a sublease, the portion continued liability of the Premises to be transferred (the “Subject Space”Tenant notwithstanding such Transfer); (ii) all does not have a business reputation compatible with the operation of a first-class combination retail and office building or the terms of tenant mix Landlord desires for the proposed Transfer including without limitation, the Proposed Effective Date, the name and address of the proposed Transferee, and a copy of the existing or proposed assignment, sublease or other agreement governing the proposed TransferBuilding; (iiic) current financial statements of intends to use the proposed Transferee certified by an officer, member, partner or owner thereof, and any such other information as Landlord may then reasonably require, including without limitation, audited financial statements for the previous three (3) most recent consecutive fiscal years; (iv) space subject to the Transfer Plans and Specifications (defined below), if any; and (v) such other information as Landlord may for a use that violates any exclusive or restrictive use provisions then reasonably require. Tenant shall give Landlord the Tenant’s Notice by registered or certified mail addressed to Landlord at Landlord’s Address specified in the Basic Provisions. Within fifteen (15) business days after Landlord’s receipt of the Tenant’s Notice (the “Landlord Response Period”) Landlord shall notify Tenant, in writing, of its determination effect with respect to such requested proposed Transfer and space in the election to recapture as set forth below. If Landlord Property; and/or (d) if Tenant or the Transferee does not elect to recapture pursuant to or cannot deliver any information required by this Section 13.3, including the provisions hereof and Required Financials. Landlord does consent to the requested proposed Transfer, Tenant may thereafter assign its interests in and to this Lease or sublease all or a portion of the Premises to the same party and on the same terms as set forth in the Tenant’s Notice. If Landlord fails shall use reasonable efforts to respond to Tenant’s any Transfer Notice delivered by Tenant within Landlord’s Response Period, then, thirty (30) days after Tenant delivers to Landlord fifteen (15) business days written notice (the “Second Response Period”) and Landlord fails to respond thereto prior to the end of the Second Response Period, the proposed Transfer shall then be deemed approved by LandlordLandxxxx’x receipt thereof.

Request for Consent. If Tenant seeks to make a Transfer, The Tenant shall notify not effect a Transfer of this Lease or of all or part of the Leased Premises without the prior consent in writing of the Landlord, in writingwhich consent shall not, and provided no Event of Default has occurred, be unreasonably withheld. Provided that the Tenant shall, at the time the Tenant shall request the consent of the Landlord, deliver to the Landlord such information in writing (herein called the "required information") as the Landlord may reasonably require respecting the proposed Transferee including, without limitation, the name, address, nature of business, financial responsibility and standing of such proposed Transferee. Provided further that after receiving such request, the Landlord shall have the right, at least its option, to terminate this Lease if the request relates to all of the Leased Premises or, if the request relates to a portion of the Leased Premises only, to terminate this Lease with respect to such portion, by giving, within ten (10) days after receiving the required information, not less than thirty (30) days (but not nor more than one hundred eighty sixty (18060) days) prior days written notice of termination to the proposed commencement Tenant. In the event of such termination the Rent and other payments required to be made by the Tenant hereunder shall be adjusted to the date of termination and in the Transfer (case of a partial termination, Rent shall abate in the “Proposed Effective Date”) proportion that the following information and documents (the “Tenant’s Notice”): (i) a description area of the portion of the Leasex Xxemises for which this Lease is terminated bears to the area of the Leased Premises and this Lease shall be deemed to be transferred (amended accordingly. If the “Subject Space”); (ii) Landlord elects to terminate this Lease as to all or part of the terms of the proposed Transfer including without limitationleased Premises, the Proposed Effective Date, Tenant may by written notice (given within ten (10) days or such longer time as the name and address of the proposed Transferee, and a copy of the existing or proposed assignment, sublease or other agreement governing the proposed Transfer; (iii) current financial statements of the proposed Transferee certified by an officer, member, partner or owner thereof, and any such other information as Landlord may then reasonably require, including without limitation, audited financial statements for the previous three (3) most recent consecutive fiscal years; (iv) the Transfer Plans and Specifications (defined below), if any; and (v) such other information as Landlord may then reasonably require. Tenant shall give Landlord the Tenant’s Notice by registered or certified mail addressed consent to Landlord at Landlord’s Address specified in the Basic Provisions. Within fifteen (15) business days writing after Landlord’s receipt of the Landlord's notice of termination) notify the Landlord of the Tenant’s Notice ('s intention to refrain from the “Transfer which gave rise to the Landlord's notice of termination or of the Tenant's intention to accept such notice of termination. If the Tenant gives written notice to the Landlord Response Period”) Landlord shall notify Tenantwithin such time period that it intends to refrain from such Transfer, in writing, of its determination with respect to such requested proposed Transfer and then the Landlord's election to recapture as set forth below. If Landlord does not elect to recapture pursuant to the provisions hereof and Landlord does consent to the requested proposed Transfer, Tenant may thereafter assign its interests in and to terninate this Lease in whole or sublease all or a portion of in part shall become null and void, Otherwise, the Premises to the same party and Landlord's termination shall take effect on the same terms as set forth date stipulated by the Landlord in the Tenant’s Notice. If Landlord fails to respond to Tenant’s Notice within Landlord’s Response Period, then, after Tenant delivers to Landlord fifteen (15) business days written its notice (the “Second Response Period”) and Landlord fails to respond thereto prior to the end of the Second Response Period, the proposed Transfer shall then be deemed approved by Landlordtermination.

Request for Consent. If Except as otherwise provided below and in Section 15.6, if Tenant seeks to make a Transfersublet or assign all or any portion of the Premises, Tenant shall notify Landlord, in writing, and deliver to Landlord at least thirty twenty (3020) days (but not more than one hundred eighty (180) days) prior to the proposed commencement date of the Transfer sublease or assignment (the “"Proposed Effective Date”") the following information and documents (the “"Tenant’s 's Notice”"): (i) a description the name, address and nature of the portion business of the Premises to be transferred (the “Subject Space”)proposed assignee or subtenant; (ii) all of the terms of the proposed Transfer including without limitation, the Proposed Effective Date, the name such information as to such assignee's or subtenant's financial responsibility and address of the proposed Transferee, and a copy of the existing or proposed assignment, sublease or other agreement governing the proposed Transfer; (iii) current financial statements of the proposed Transferee certified by an officer, member, partner or owner thereof, and any such other information condition as Landlord may then reasonably require, require (including without limitation, audited financial statements for no more than the previous three (3) most recent consecutive fiscal years) to enable Landlord to determine its financial condition; (iii) the aforementioned plans and specifications, if any; (iv) the Transfer Plans and Specifications (defined below), if anyProposed Effective Date of such proposed assignment or sublease; and (v) the proposed form of sublease or assignment agreement (as applicable), and such other information as Landlord may then reasonably requireinstrument shall include a provision whereby the assignee or sublessee assumes all of Tenant's obligations hereunder and agrees to be bound by the terms hereof. Tenant shall give Landlord the Tenant’s 's Notice by registered or certified mail addressed to Landlord at Landlord’s Address specified in the Basic Provisions's Address. Within fifteen ten (1510) business days after Landlord’s 's receipt of the Tenant’s 's Notice (the “"Landlord Response Period”") Landlord shall notify Tenant, in writing, of its determination with respect to such requested proposed Transfer assignment or sublease and the election to recapture as set forth in Section 15.3 below. If Landlord does not elect to recapture pursuant to the provisions of Section 15.3 hereof and Landlord does consent to the requested proposed Transferassignment or sublease, Tenant may thereafter assign its interests in and to this Lease or sublease all or a portion of the Premises to the same party and on the same terms as set forth in the Tenant’s 's Notice. If Within said Landlord fails to respond to Tenant’s Notice within Landlord’s Response Period, thenin addition to the other provisions hereof, after Landlord shall have the right to withhold consent to the proposed assignment or sublease (a) if the proposed use is prohibited by the provisions of this Lease, and in particular, the provisions of Section 9 hereof, (b) the proposed assignee's financial condition, in the reasonable judgment of Landlord, is not reasonably adequate and sufficient in relation to the then remaining obligations of Tenant delivers under this Lease, or (c) if Tenant publicly offers or advertises to assign or sublet at a rate that is below the then current market rate being charged for space of similar nature and size by landlords of comparable buildings in the Los Angeles market. Each permitted assignee or sublessee shall assume and be deemed to assume this Lease and shall be and remain liable jointly and severally with Tenant for payment of Rent and for the performance of, and compliance with, all the terms, covenants, conditions and agreements herein contained on Tenant's part to be performed or complied with, for the Term of this Lease. No assignment or subletting shall affect the continuing primary liability of Tenant (which, following assignment, shall be joint and several with the assignee), and Tenant shall not be released from performing any of the terms, covenants and conditions of this Lease. An assignee of Tenant shall become directly liable to Landlord fifteen for all obligations of Tenant hereunder, but no sublease or assignment by Tenant shall relieve Tenant of any liability under this Lease. Except as otherwise expressly set forth in Section 15.6 below, for purposes hereof, in the event Tenant is a corporation, partnership, joint venture, trust or other entity other than a natural person, any change in the direct or indirect ownership of Tenant (15other than pursuant to one or more publicly traded transfers of common stock) business which results in a change of more than fifty percent (50%) in the direct or indirect ownership of Tenant shall be deemed to be an assignment within the meaning of this Section 15 and shall be subject to all the provisions hereof. Any and all options, first rights of refusal, tenant improvement allowances and other similar rights granted to Tenant in this Lease, if any, shall not be assignable by Tenant (except for a permissible assignment to a Related Entity) unless expressly authorized in writing by Landlord. As Additional Rent hereunder, Tenant shall pay to Landlord, within thirty (30) days of Landlord's written notice demand therefor, a fee in the amount of five hundred dollars ($500) plus Tenant shall reimburse Landlord for actual legal and other expenses incurred by Landlord in connection with any actual or proposed assignment or subletting. Notwithstanding anything to the contrary contained herein, if Tenant properly exercises the Expansion Option and leases the Expansion Premises, then during the first two (2) years of the initial term of the Lease for said Expansion Premises (the “Second Response "EP Tolling Period”") if Tenant permissibly subleases portions of the Expansion Premises (an "EP Sublease"), (A) Tenant shall not be required to pay to Landlord any portion of the Bonus Rent paid during the EP Tolling Period, and (B) Landlord fails shall not have the right to respond thereto prior recapture the space subject to the end of EP Sublease during the Second Response EP Tolling Period, the proposed Transfer shall then be deemed approved by Landlord.

Request for Consent. If Tenant seeks to make a Transfer, Tenant shall notify Landlord, in writing, and deliver to Landlord at least thirty (30) days (but not more than one hundred eighty (180) days) prior to the proposed commencement date of the Transfer (the “"Proposed Effective Date”") the following information and documents (the “"Tenant’s 's Notice”"): (i) a description of the portion of the Premises to be transferred (the “"Subject Space”"); (ii) all of the terms of the proposed Transfer including without limitation, the Proposed Effective Date, the name and address of the proposed Transferee, and a copy of the existing or proposed assignment, sublease or other agreement governing the proposed Transfer; (iii) current financial statements of the proposed Transferee certified by an officer, member, partner or owner thereof, and any such other information as Landlord may then reasonably require, including without limitation, audited (if available and un-audited if unavailable) financial statements for the previous three two (32) most recent consecutive fiscal years; (iv) the Transfer Plans and Specifications (defined below), if any; and (v) such other information as Landlord may then reasonably require. Tenant shall give Landlord the Tenant’s 's Notice by registered registered, certified mail, or certified mail FedEx or similar recognized over-night service , addressed to Landlord at Landlord’s 's Address specified in the Basic ProvisionsLease Information. Within fifteen twenty (1520) business days after Landlord’s 's receipt of the Tenant’s 's Notice (the “"Landlord Response Period”") Landlord shall notify Tenant, in writing, of its determination with respect to such requested proposed Transfer and the election to recapture as set forth below. If Landlord does not elect to recapture pursuant to the provisions hereof and Landlord does consent to the requested proposed Transfer, Tenant may thereafter assign its interests in and to this Lease or sublease all or a portion of the Premises to the same party and on the same terms as set forth in the Tenant’s 's Notice. If Landlord fails to respond to Tenant’s 's Notice within Landlord’s 's Response Period, then, after Tenant delivers to Landlord fifteen twenty (1520) business days written notice (the “"Second Response Period”") and Landlord fails to respond thereto prior to the end of the Second Response Period, the proposed Transfer shall then be deemed approved by Landlord.

Request for Consent. If Tenant seeks to make a Transfer, Tenant shall notify Landlord, in writing, and deliver to Landlord at least thirty (30) days (but not more than one hundred eighty (180) days) prior to the proposed commencement date of the Transfer (the “"Proposed Effective Date”") the following information and documents (the “"Tenant’s 's Notice”"): (i) a description of the portion of the Premises to be transferred (the “Subject Space”); (ii) all of the terms of the proposed Transfer including without limitation, the Proposed Effective Date, the name and address of the proposed Transferee, and a copy of the existing or proposed assignment, sublease or other agreement governing the proposed TransferTransfer ("Transfer Document(s)"); (iii) current financial statements of the proposed Transferee certified by an officer, member, partner or owner thereof, and any such other information as Landlord may then reasonably require, including without limitation, audited financial statements for the previous three (3) most recent consecutive fiscal years; (iv) the Transfer Plans and Specifications (defined below), if any; and (v) such other information as Landlord may then reasonably require. Tenant shall give Landlord the Tenant’s 's Notice by registered or certified mail addressed to Landlord at Landlord’s Address specified in accordance with the Basic Provisionsprovisions of Section 31.9. Within fifteen thirty (1530) business days after Landlord’s 's receipt of the Tenant’s 's Notice (the “"Landlord Response Period”") Landlord shall notify Tenant, in writing, of its determination with respect to such requested proposed Transfer and the election to recapture as set forth belowTransfer. If Landlord does not elect to recapture pursuant to the provisions hereof and Landlord does consent consents to the requested proposed Transfer, Tenant may thereafter assign its interests in and to this Lease or sublease all or a portion of the Premises to the same party and on the same terms as set forth in the Tenant’s 's Notice. If Landlord fails to respond to Tenant’s 's Notice within Landlord’s 's Response Period, then, after Tenant delivers shall have given to Landlord fifteen a second notice in accordance with the provisions of Section 31.9 and, if within ten (1510) business days written notice after Landlord's receipt of such Second Notice (the “"Second Response Period”) and "), Landlord fails to respond thereto prior to the end of the Second Response Period, the proposed Transfer shall then be deemed approved by Landlord. Criteria for Consent: Tenant acknowledges and agrees that, among other circumstances for which Landlord could reasonably withhold consent to a proposed Transfer, it shall be reasonable for Landlord to withhold its consent where (a) Tenant is in default of its obligations under this Lease beyond applicable notice and cure periods and such default is not cured on or before the effective date of the transfer in question, (b) the use to be made of the Premises by the proposed Transferee is prohibited under this Lease or differs from the uses permitted under this Lease, (c) the proposed Transferee or its business is subject to compliance with additional requirements of the ADA beyond those requirements which are applicable to Tenant, unless the proposed Transferee shall (1) first deliver plans and specifications for complying with such additional requirements (the "Plans and Specifications") and obtain Landlord's written consent thereto, and (2) comply with all Landlord's conditions contained in such consent, (d) the proposed Transferee does not intend to occupy a substantial portion of the Premises assigned or sublet to it, (e) Landlord reasonably disapproves of the proposed Transferee's business operating ability or history, reputation or creditworthiness or the character of the business to be conducted by the proposed Transferee at the Premises, (f) Landlord otherwise determines that the proposed Transfer would have the effect of decreasing the value of the Building or the Project, and if Landlord owns the Adjacent Park, the Adjacent Park, or increasing the expenses Landlord will bear without reimbursement from Tenant associated with operating, maintaining and repairing the Project, or (g) the proposed Transferee will use, store or handle Hazardous Materials (defined below) in or about the Premises of a type, nature or quantity not then permitted by this Lease. Effectiveness of Transfer and Continuing Obligations: Prior to the Proposed Effective Date as stated in Tenant's Notice, Tenant shall deliver to Landlord (i) a counterpart of the fully executed Transfer Document(s), (ii) an executed Hazardous Materials Disclosure Certificate substantially in the form of Exhibit E hereto (the "Transferee HazMat Certificate"), and (iii) Landlord's standard form of Consent to Assignment or Consent to Sublease, as applicable, executed by Tenant and the Transferee in which each of Tenant and the Transferee confirms its obligations pursuant to this Lease. Failure or refusal of a Transferee to execute any such consent instrument shall not release or discharge the Transferee from its obligation to do so or from any liability as provided herein. The voluntary, involuntary or other surrender of this Lease by Tenant, or a mutual cancellation by Landlord and Tenant, shall not work a merger, and any such surrender or cancellation shall, at the option of Landed, either terminate all or any existing subleases or operate as an assignment to Landlord of any or all of such subleases. Each permitted Transferee who takes an assignment of this Lease shall assume and be deemed to assume this Lease and shall be and remain liable jointly and severally with Tenant for payment of Rent and for the due performance of, and compliance with all the terms, covenants, conditions and agreements herein contained on Tenant's part to be performed or complied with, for the Term of this Lease and each Transferee who receives a sublease shall be bound by and shall not violate any of the provisions of this Lease. No Transfer shall affect the continuing primary liability of Tenant (which, following assignment, shall be joint and several with the assignee), and Tenant shall not be released from performing any of the terms, covenants and conditions of this Lease. An assignee of Tenant shall become directly liable to Landlord for all obligations of Tenant hereunder, but no Transfer by Tenant shall relieve Tenant of any obligations or liability under this Lease whether occurring before or after such consent, assignment, subletting or other Transfer. The acceptance of any or all of the Rent by Landlord from any other person (whether or not such person is an occupant of the Premises) shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a consent to any Transfer. For purposes hereof, if Tenant is a business entity, direct or indirect transfer of fifty percent (50%) or more of the ownership interest of the entity (whether in a single transaction or in the aggregate through more than one transaction) to any party other than an Affiliate in accordance with the provisions of Section 16.7 hereof shall be deemed a Transfer and shall be subject to all the provisions hereof. Any transfer made without Landlord's prior written consent, shall, at Landlords option, be null, void and of no effect, or, at Landlord's option, shall constitute a material and incurable default by Tenant. As Additional Rent hereunder, Tenant shall pay to Landlord a fee in the amount of one thousand two hundred dollars ($1,200) plus Tenant shall promptly reimburse Landlord for actual legal and other expenses incurred by Landlord in connection with any actual or proposed Transfer.

Request for Consent. If Tenant seeks to make a Transfer, Tenant shall notify Landlord, in writingwriting (“Tenant’s Notice”), and deliver to Landlord at least thirty fifteen (3015) days (but not more than one hundred eighty (180) days) prior to the proposed commencement date of the Transfer (the “Proposed Effective Date”) the following information and documents (the “Tenant’s Notice”): following: (i) a description of the portion of the Premises to be transferred (the “Subject Space”); (ii) all of the terms of the proposed Transfer Transfer, including without limitation, the Proposed Effective Date, the name and address of the proposed Transferee, and a copy of the existing or proposed assignment, sublease or other agreement governing the proposed Transfer; (iii) current financial statements of the proposed Transferee certified by an officer, member, partner or owner thereof, and any such other information as Landlord may then reasonably require, including without limitation, audited financial statements for the previous three (3) most recent consecutive fiscal years; and (iv) the Transfer Plans and Specifications (defined below), if any; and (v) such other information as Landlord may then reasonably require. Tenant shall give Landlord the Tenant’s Notice by registered or certified mail addressed to Landlord at Landlord’s Address specified in the Basic Provisions. Within fifteen twenty (1520) business days after Landlord’s receipt of the Tenant’s Notice (the “Landlord Response Period”) Landlord shall notify Tenant, in writing, of its determination with respect to such requested proposed Transfer and the Landlord’s election to recapture as set forth belowin Section 14.5. If Landlord does not elect to recapture pursuant to the provisions hereof Section 14.5 and Landlord does consent to the requested proposed Transfer, Tenant may thereafter assign its interests in and to this Lease or sublease all or a portion of the Premises to the same party and on the same terms as set forth in the Tenant’s Notice. If In the event Landlord fails to timely respond to a Tenant’s Notice within Landlord’s Response Periodthat is properly sent pursuant to Section 29.9 of the Lease and, thenthereafter, after Tenant delivers to Landlord fifteen a second written Tenant Notice in accordance with the terms of this Section 14 (15) business days written notice (the “Second Response Period”and Section 29.9 below) and Landlord fails to respond thereto prior to the end of the Second Response Periodsuch second Tenant Notice within five (5) days after receipt thereof, then Landlord shall be deemed to have approved the proposed Transfer shall then be deemed approved by Landlorddescribed in such Tenant Notice.

Request for Consent. If Tenant seeks requests Landlord's consent to make a ------------------- Transfer, then, at least 15 business days prior to the effective date of the proposed Transfer, Tenant shall provide Landlord with a written description of all terms and conditions of the proposed Transfer, copies of the proposed documentation, and the following information about the proposed transferee: name and address; reasonably satisfactory information about its business and business history; its proposed use of the Premises; banking, financial, and other credit information; and general references sufficient to enable Landlord to determine the proposed transferee's creditworthiness and character. Concurrently with Tenant's notice of any request for consent to a Transfer, Tenant shall notify pay to Landlord a fee of $500 to defray Landlord, 's expenses in writingreviewing such request, and deliver to Landlord at least thirty (30) days (but not more than one hundred eighty (180) days) prior to the proposed commencement date of the Transfer (the “Proposed Effective Date”) the following information and documents (the “Tenant’s Notice”): (i) a description of the portion of the Premises to be transferred (the “Subject Space”); (ii) all of the terms of the proposed Transfer including without limitation, the Proposed Effective Date, the name and address of the proposed Transferee, and a copy of the existing or proposed assignment, sublease or other agreement governing the proposed Transfer; (iii) current financial statements of the proposed Transferee certified by an officer, member, partner or owner thereof, and any such other information as Landlord may then reasonably require, including without limitation, audited financial statements for the previous three (3) most recent consecutive fiscal years; (iv) the Transfer Plans and Specifications (defined below), if any; and (v) such other information as Landlord may then reasonably require. Tenant shall give also reimburse Landlord the Tenant’s Notice by registered or certified mail addressed to Landlord at Landlord’s Address specified immediately upon request for its reasonable attorneys' fees incurred in the Basic Provisions. Within fifteen (15) business days after Landlord’s receipt of the Tenant’s Notice (the “Landlord Response Period”) Landlord shall notify Tenant, in writing, of its determination connection with respect to such requested proposed Transfer and the election to recapture as set forth below. If Landlord does not elect to recapture pursuant to the provisions hereof and Landlord does considering any request for consent to the requested proposed a Transfer, Tenant may thereafter assign its interests in and to this Lease or sublease all or a portion of the Premises to the same party and on the same terms as set forth in the Tenant’s Notice. If Landlord fails to respond to Tenant’s Notice notify Tenant that it approves or disapproves the requested Transfer within Landlord’s Response Period, then, 15 business days after Tenant delivers submission to Landlord fifteen (15) business days written notice (the “Second Response Period”) and Landlord fails to respond thereto prior to the end of all of the Second Response Perioditems required under this Section 10 and the Tenant's request for consent conspicuously states, the proposed Transfer "IF YOU DO NOT MAIL YOUR APPROVAL OR DISAPPROVAL OF THE REQUESTED TRANSFER WITHIN 15 BUSINESS DAYS AFTER YOU RECEIVE THIS REQUEST FOR CONSENT, YOUR APPROVAL OF THIS TRANSFER WILL BE DEEMED GIVEN," then Landlord shall then be deemed to have approved by Landlordsuch Transfer.

Request for Consent. If Tenant seeks to make a Transfer, Tenant shall notify Landlord, in writing, and deliver to Landlord at least thirty (30) days (but not more than one hundred eighty (180) days) prior to the proposed commencement date of the Transfer (the “Proposed Effective Date”) the following information and documents (the “Tenant’s Notice”): (i) a description of the portion of the Premises to be transferred (the “Subject Space”); (ii) all of the terms of the proposed Transfer including without limitation, the Proposed Effective Date, the name and address of the proposed Transferee, and a copy of the existing or proposed assignment, sublease or other agreement governing the proposed Transfer; (iii) current financial statements of the proposed Transferee certified by an officer, member, partner or owner thereof, and any such other information as Landlord may then reasonably require, including without limitation, audited financial statements for the previous three (3) most recent consecutive fiscal years; (iv) the Transfer Plans and Specifications (defined below), if any; and (v) such other information as Landlord may then reasonably require. Tenant shall give Landlord the Tenant’s Notice by registered or certified mail addressed to Landlord at Landlord’s Address specified in the Basic ProvisionsLease Information. Within fifteen thirty (1530) business days after Landlord’s receipt of the Tenant’s Notice (the “Landlord Response Period”) Landlord shall notify Tenant, in writing, of its determination with respect to such requested proposed Transfer and the election to recapture as set forth in Section 14.5 below. If Landlord does not elect to recapture pursuant to the provisions of Section 14.5 hereof and Landlord does consent to the requested proposed Transfer, Tenant may thereafter assign its interests in and to this Lease or sublease all or a portion of the Premises to the same party and on the same terms as set forth in the Tenant’s Notice. If Landlord fails to respond to Tenant’s Notice within Landlord’s Response Period, then, after Tenant delivers to Landlord fifteen (15) business days days’ written notice (the “Second Response Period”) and Landlord fails to respond thereto prior to the end of the Second Response Period, the proposed Transfer shall then be deemed approved by Landlord.

Request for Consent. If Tenant seeks requests Landlord’s consent to make a Transfer, Tenant shall notify Landlordthen, in writing, and deliver to Landlord at least thirty (30) days (but not more than one hundred eighty (180) days) prior to the proposed commencement effective date of the Transfer (proposed Transfer, Tenant shall provide Landlord with a written description of all terms and conditions of the “Proposed Effective Date”) proposed Transfer, copies of the proposed pertinent documentation, and the following information about the proposed transferee: name and documents (address; reasonably satisfactory information about its business and business history; its proposed use of the “Premises; banking, financial, and other credit information; and general references sufficient to enable Landlord to determine the proposed transferee’s creditworthiness and character. Concurrently with Tenant’s Notice”): (i) notice of any request for consent to a description Transfer, Tenant shall pay to Landlord a fee of $1,000 to defray Landlord’s expenses in reviewing such request, and Tenant shall also reimburse Landlord immediately upon request for its reasonable attorneys’ fees incurred in connection with considering any request for consent to a Transfer, but not in excess of $10,000.Conditions to Consent. If Landlord consents to a proposed Transfer, then the portion proposed transferee shall deliver to Landlord a written agreement whereby it expressly assumes Tenant’s obligations hereunder; however, any transferee of the Premises to be transferred (the “Subject Space”); (ii) less than all of the terms space in the Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for the period of the proposed Transfer. No Transfer including without limitationshall release Tenant from its obligations under this Lease, but rather Tenant and its transferee shall be jointly and severally liable therefor. Landlord’s consent to any Transfer shall not be deemed consent to any subsequent Transfers. If an Event of Default occurs while the Proposed Effective DatePremises or any part thereof are subject to a Transfer, then Landlord, in addition to its other remedies, may collect directly from such transferee all rents becoming due to Tenant and apply such rents against Rent. Tenant authorizes its transferees to make payments of rent directly to Landlord upon receipt of notice from Landlord to do so following the name and address occurrence of an Event of Default hereunder. In the proposed TransfereeEvent of Default, and a copy of the existing or proposed assignment, sublease or other agreement governing the proposed Transfer; (iii) current financial statements of the proposed Transferee certified all rents paid to Tenant by an officer, member, partner assignee or owner thereof, subtenant shall be received by Tenant in trust for Landlord and shall be forwarded to Landlord without offset or reduction of any such other information as Landlord may then reasonably require, including without limitation, audited financial statements for the previous three (3) most recent consecutive fiscal years; (iv) the Transfer Plans and Specifications (defined below), if any; and (v) such other information as Landlord may then reasonably requirekind. Tenant shall give pay for the cost of any demising walls or other improvements necessitated by a proposed subletting or assignment (provided that the foregoing shall not waive any approval right that Landlord the Tenant’s Notice by registered or certified mail addressed to Landlord at Landlord’s Address specified in the Basic Provisions. Within fifteen (15) business days after Landlord’s receipt of the Tenant’s Notice (the “Landlord Response Period”) Landlord shall notify Tenant, in writing, of its determination may have with respect to such requested proposed Transfer and the election to recapture as set forth below. If Landlord does not elect to recapture improvements pursuant to the provisions hereof and Landlord does consent to the requested proposed Transfer, Tenant may thereafter assign its interests in and to another provision of this Lease or sublease all or a portion of the Premises to the same party and on the same terms as set forth in the Tenant’s Notice. If Landlord fails to respond to Tenant’s Notice within Landlord’s Response Period, then, after Tenant delivers to Landlord fifteen (15) business days written notice (the “Second Response Period”) and Landlord fails to respond thereto prior to the end of the Second Response Period, the proposed Transfer shall then be deemed approved by LandlordLease).

Request for Consent. If Tenant seeks desires at any time to make enter into a TransferTransfer for which Landlord's consent is required, Tenant it shall notify Landlord, in writing, and deliver first give written notice to Landlord at least thirty (30) days (but not more than one hundred eighty (180) days) prior of its desire to the proposed commencement date of the Transfer (the “Proposed Effective Date”) the following information and documents (the “Tenant’s Notice”): do so, which notice shall contain (i) a description the name of the portion of the Premises to be transferred (the “Subject Space”)proposed assignee, subtenant or occupant; (ii) all of the terms name of the proposed Transfer including without limitationassignee's, subtenant's, or occupant's business to be carried on in the Proposed Effective Date, Premises; (iii) the name terms and address provisions of the proposed Transferee, and a copy of the existing or proposed assignment, sublease or other agreement governing the proposed Transfer; and (iiiiv) current such financial statements of the proposed Transferee certified by an officer, member, partner or owner thereof, and any such other information as Landlord may then reasonably requirerequest concerning the proposed assignee, including subtenant or occupant. In any Sublease undertaken by Tenant that is not subject to Landlord's termination right pursuant to Paragraph 9(c) (including, without limitation, audited financial statements any Sublease entered into after delivery of an Availability Notice), Tenant shall use commercially reasonable efforts to obtain not less than fair market rent for the previous three space so sublet (3) most recent consecutive fiscal years; (iv) taking into account among other relevant factors the Transfer Plans and Specifications (defined below)effect, if any; , that the existence or lack of a recognition and/or non-disturbance agreement from Landlord, as the case may be, would have on the fair market rent for such Sublease), and (v) such other information as Landlord may then reasonably requireconsider such market factors in its determination of whether to consent to such proposed Sublease. Any improvements, additions, or alterations to the Building or the Project that are required by applicable Laws or are deemed necessary or appropriate by Landlord, in Landlord's reasonable judgment, as a result of any such Sublease or Assignment, shall be installed and provided by Tenant shall give Landlord the Tenant’s Notice by registered or certified mail addressed to Landlord (or, at Landlord’s Address specified 's sole option, by Landlord but at Tenant's expense), without cost or expense to Landlord, and without effect on the Bonus Rent received by Landlord except to the extent provided in Paragraph 9(f)(2), and Landlord may condition its consent to any proposed Sublease or Assignment on the Basic Provisions. Within fifteen (15) business days after Landlord’s receipt construction of improvements required by applicable Laws or deemed necessary or appropriate by Landlord in its reasonable discretion, by reason of the Tenant’s Notice (the “Landlord Response Period”) Landlord shall notify Tenant, in writing, of its determination with respect to such requested proposed Transfer and the election to recapture as set forth below. If Landlord does not elect to recapture pursuant to the provisions hereof and Landlord does consent to the requested proposed Transfer, Tenant may thereafter assign its interests in and to this Lease Sublease or sublease all or a portion of the Premises to the same party and on the same terms as set forth in the Tenant’s Notice. If Landlord fails to respond to Tenant’s Notice within Landlord’s Response Period, then, after Tenant delivers to Landlord fifteen (15) business days written notice (the “Second Response Period”) and Landlord fails to respond thereto prior to the end of the Second Response Period, the proposed Transfer shall then be deemed approved by LandlordAssignment.

Request for Consent. If Tenant seeks to make a TransferSublease is proposed for which Landlord consent is required, Tenant shall notify Landlord, Landlord in writing, and deliver to Landlord at least thirty which notice (30the “Sublease Notice”) shall include (i) the proposed effective date of the Sublease, which shall not be less than sixty (60) days (but and not more than one hundred eighty (180) days) prior to days after the proposed commencement date of the Transfer (the “Proposed Effective Date”) the following information and documents (the “Tenant’s Notice”): (i) a description delivery of the portion of the Premises to be transferred (the “Subject Space”); Sublease Notice, (ii) all of the terms a narrative description, with supporting documents, of the proposed Transfer Sublease, including without limitation, the Proposed Effective Date, the name and address of the proposed TransfereeSubtenant, the term of the Sublease, the proposed use of the Premises and/or the Improvements, as applicable, the experience of the proposed Subtenant, the organiz ational structure of the proposed Subtenant, and any additional information that Landlord may reasonably require to evaluate the Sublease based on the factors set forth in Section 11.1.4, (iii) with respect to any Sublease that has a maximum total term of more than five (5) years, a copy of the existing or proposed assignmentsublease agreement, sublease or other agreement governing the proposed Transfer; (iii) current financial statements of the proposed Transferee certified by an officer, member, partner or owner thereof, and any such other information as Landlord may then reasonably require, including without limitation, audited financial statements for the previous three (3) most recent consecutive fiscal years; (iv) a statement of any current litigation or any litigation which was resolved within the Transfer Plans and Specifications prior five (defined below), if any; 5) years affecting the proposed Subtenant and (v) such other information as Landlord may then reasonably require. Not later than thirty (30) days after receipt of a Sublease Notice, Landlord shall notify Tenant (a) that Landlord has all information that it requires to evaluate the proposed Sublease or (b) of any additional information that Landlord reasonably requires to evaluate the proposed Sublease, as applicable. Landlord shall give notify Tenant that it consents or does not consent to the proposed Sublease (including, if applicable, a reasonably detailed explanation for Landlord withholding its consent) not later than sixty (60) days after Xxxxxxxx has received all information that Landlord reasonably requested to evaluate the Tenantproposed Sublease. Any Sublease made without Xxxxxxxx’s Notice by registered or certified mail addressed to Landlord prior written consent shall, at Landlord’s Address specified in the Basic Provisionsoption, be null, void and of no effect undone at Tenant’s sole cost and expense and shall not be binding on Landlord. Within fifteen (15) business days after Tenant shall pay to Landlord Landlord’s receipt of standard applicable fee set by the TenantBPC in connection with Landlord reviewing and approving each Sublease for which Xxxxxxxx’s Notice (the “Landlord Response Period”) Landlord shall notify Tenant, in writing, of its determination with respect to such requested proposed Transfer and the election to recapture as set forth below. If Landlord does not elect to recapture consent is required pursuant to the provisions hereof and Landlord does Reimbursement Procedure, regardless of whether the Sublease is consummated or Landlord’s consent thereto is granted. Any Sublease shall be subject to the requested proposed Transfer, Tenant may thereafter assign its interests in terms and to provisions of this Lease or sublease Lease. The burden of producing evidence and the burden of proof showing Landlord that a prospective Subtenant meets each and all or a portion of the Premises to the same party aforesaid qualifications and standards and that Landlord breached, or did not act reasonably under, this Section 11.1, shall be on the same terms as set forth in the Tenant’s Notice. If Landlord fails to respond to Tenant’s Notice within Landlord’s Response Period, then, after Tenant delivers to Landlord fifteen (15) business days written notice (the “Second Response Period”) and Landlord fails to respond thereto prior to the end of the Second Response Period, the proposed Transfer shall then be deemed approved by Landlord.

Request for Consent. If Tenant seeks to make a Transfer, Tenant shall notify Landlord, in writing, and deliver give Landlord fifteen (15) business days’ written notice of its intention to Landlord at least thirty (30) days (but not more than one hundred eighty (180) days) prior to the proposed commencement date of the Transfer (the “Proposed Effective Date”) the following information and documents (the “Tenant’s Notice”): (i) a description of the assign this Lease or sublet all or any portion of the Leased Premises to be transferred (the “Subject SpaceNotice of Intention”); (ii) all , which notice shall include a copy of the proposed assignment, agreement or sublease and, if not stated therein, the names and addresses and nature of the business of the proposed assignee or subtenant and its proposed use of the Leased Premises, the terms of the proposed Transfer including without limitationtransaction, the Proposed Effective Datedate on which the proposed assignment or sublease is to become effective, a summary of plans and specifications, if any, revising the name and address floor layout of the Leased Premises, together with sufficient financial information with respect to the proposed assignee or subtenant to enable Landlord to determine its financial condition. Such Notice of Intention shall be given to Landlord in accordance with Section 25.11 hereof. In no event shall Tenant offer to assign this Lease or sublet all or any portion of the Leased Premises to any person or entity which has negotiated with Landlord for the leasing of space in the Building within six (6) months of the proposed Transferee, and a copy of the existing or proposed assignment, sublease or other agreement governing the proposed Transfer; (iii) current financial statements of the proposed Transferee certified offer by an officer, member, partner or owner thereof, and any such other information as Landlord may then reasonably require, including without limitation, audited financial statements for the previous three (3) most recent consecutive fiscal years; (iv) the Transfer Plans and Specifications (defined below), if any; and (v) such other information as Landlord may then reasonably require. Tenant shall give Landlord the Tenant’s Notice by registered or certified mail addressed to Landlord at Landlord’s Address specified in the Basic Provisions. Within said fifteen (15) business days after Landlord’s receipt of the Tenant’s Notice (the “Landlord Response Period”) Landlord shall notify Tenant, Tenant in writing, writing of its determination with respect to such requested proposed Transfer assignment or sublease and the election set forth in Section 8.3 hereof. Within said fifteen (15) business days, Landlord shall have the right to recapture withhold consent to the proposed sublease or assignment (i) in the event same is prohibited by the terms of Section 5.3 hereof, or (ii) the assignee’s or subtenant’s financial condition in the judgment of Landlord is not comparable to that of Tenant, or (iii) if the proposed subtenant or assignee is a present tenant of the Landlord or within the previous year had been a tenant in the Building, or (iv) if the quantity or location of the space proposed to be sublet or assigned is inappropriate in the judgment of Landlord, or (v) if Tenant is offering to sublet or assign space at a rate that is below the then market rate being charged for space of like quantity by the Landlord, or (vi) the business of the proposed assignee or subtenant as determined by its federal North American Industry Classification System code number would make it subject to the provisions of ISRA. In the event Landlord does not respond to Tenant’s Notice of Intention within said thirty (30) day period, does not exercise its election as set forth below. If Landlord does not elect to recapture pursuant to the provisions in Section 8.3 hereof and Landlord or does consent to the requested proposed Transferassignment or sublease, Tenant may thereafter assign its interests in and to this Lease or sublease sublet all or a any portion of the Leased Premises to the same party and on the same terms as set forth in the Tenant’s Noticenotice. If Landlord fails On or before the effective date of the assignment or sublease, Tenant shall send an executed original of the assignment or sublease to respond Landlord. In the event any such assignment or sublease is executed, the assignee or subtenant shall assume and agree to Tenant’s Notice within be bound by all the terms, covenants, conditions, provisions and agreements of this Lease for the period covered by the assignment or sublease. Such assumption agreement shall be in writing in a form satisfactory to Landlord’s Response Period, then, after Tenant delivers and delivered to Landlord fifteen within five (155) business days written notice (the “Second Response Period”) and Landlord fails to respond thereto prior to the end commencement of the Second Response Periodoccupancy set forth in the assignment or sublease. The consent by Landlord to any assignment or sublease shall not, the proposed Transfer nor shall then it be deemed approved to, relieve or release the assigning Tenant from liability for the full and faithful performance of all the terms, covenants, provisions and conditions required to be performed under this Lease by “Tenant”. In the event Landlord consents to any such subletting or assignment, Tenant shall pay to Landlord, monthly, as Additional Rent, fifty (50%) percent of the amount of rent received by Tenant from any such sublessee or assignee in excess of the Fixed and Additional Rent, as from time to time adjusted in accordance with Article 7 hereof, after appropriate provision has been made for the payment of broker’s commissions incurred in connection with such subletting or assignment and the recovery by Tenant of reasonable fit-up costs actually expended by Tenant in connection with any such subletting or assignment.

Request for Consent. If Tenant seeks to make a Transfer, Tenant shall notify Landlord, in writing, and deliver to Landlord at least thirty twenty (3020) days (but not more than one hundred eighty (180) days) prior to the proposed commencement date of the Transfer (the “Proposed Effective Date”) the following information and documents (the “Tenant’s Notice”): (i) a description of the portion of the Premises to be transferred (the “Subject Space”); (ii) all of the terms of the proposed Transfer including without limitation, the Proposed Effective Date, the name and address of the proposed Transferee, and a copy of the existing or proposed assignment, sublease or other agreement governing the proposed Transfer; (iii) current financial statements of the proposed Transferee certified by an officer, member, partner or owner thereof, and any such other information as Landlord may then reasonably require, including without limitation, financial statements (audited if audited financial statements statement have been prepared) for the previous three (3) most recent consecutive fiscal years; (iv) the Transfer Plans and Specifications (defined below), if any; and (v) such other information as Landlord may then reasonably require. Tenant shall give Landlord the Tenant’s Notice by registered or certified mail addressed to Landlord at Landlord’s Address specified in the Basic ProvisionsLease Information. Within fifteen twenty (1520) business days after Landlord’s receipt of the Tenant’s Notice (the “Landlord Response Period”) Landlord shall notify Tenant, in writing, of its determination with respect to such requested proposed Transfer and the election to recapture as set forth in Section 14.5 below. If Landlord does not elect to recapture pursuant to the provisions hereof of Section 14.5 below and does not consent to the proposed Transfer, Landlord’s notice shall set forth in detail the reasons for such disapproval. If Landlord does consent to the requested proposed Transfer, Tenant may thereafter assign its interests in and to this Lease or sublease all or a portion of the Premises to the same party and on the same terms as set forth in the Tenant’s Notice. If Landlord fails to respond to Tenant’s Notice within Landlord’s Response Period, then, after Tenant delivers to Landlord fifteen twenty (1520) business days written notice (the “Second Response Period”) and Landlord fails to respond thereto prior to the end of the Second Response Period, the proposed Transfer shall then be deemed approved by Landlord.

Request for Consent. If Tenant seeks to make a Transfer, Tenant shall notify Landlord, in writing, and deliver to Landlord at least thirty fifteen (3015) days (but not more than one hundred eighty ninety (18090) days) prior to the proposed commencement date of the Transfer (the “"Proposed Effective Date”") the following information and documents (the “"Tenant’s 's Notice”"): (i) a description of the portion of the Premises to be transferred (the “"Subject Space”"); (ii) all of the terms of the proposed Transfer including without limitation, the Proposed Effective Date, the name and address of the proposed Transferee, and a copy of the existing or proposed assignment, sublease or other agreement governing the proposed Transfer; (iii) current financial statements of the proposed Transferee certified by an officer, member, partner or owner thereof, and any such other information as Landlord may then reasonably require, including without limitation, audited financial statements for the previous three (3) most recent consecutive fiscal yearsyears (if available); (iv) the Transfer Plans and Specifications (defined below), if any; and (v) such other information as Landlord may then reasonably require. Tenant shall give Landlord the Tenant’s 's Notice by registered or certified mail addressed to Landlord at Landlord’s 's Address specified in the Basic ProvisionsLease Information. Within fifteen (15) business days after Landlord’s Xxxxxxxx's receipt of the Tenant’s 's Notice (the “"Landlord Response Period”") Landlord shall notify Tenant, in writing, of its determination with respect to such requested proposed Transfer and the election to recapture as set forth in Section 14.5 below. If Landlord does not elect to recapture pursuant to the provisions of Section 14.5 hereof and Landlord does consent to the requested proposed Transfer, Tenant may thereafter assign its interests in and to this Lease or sublease all or a portion of the Premises to the same party and on the same terms as set forth in the Tenant’s 's Notice. If Landlord fails to respond to Tenant’s Xxxxxx's Notice within Landlord’s 's Response Period, then, after Tenant Xxxxxx delivers to Landlord fifteen thirty (1530) business days written notice (the “"Second Response Period”") and Landlord fails to respond thereto prior to the end of the Second Response Period, the proposed Transfer shall then be deemed approved by Landlord.

Request for Consent. If Tenant seeks to make a Transfer, Tenant shall notify Landlord, in writingwriting (“Tenant’s Notice”), and deliver to Landlord at least thirty (30) days (but not more than one hundred eighty (180) days) prior to the proposed commencement date of the Transfer (the “Proposed Effective Date”) the following information and documents (the “Tenant’s Notice”): following: (i) a description of the portion of the Premises to be transferred (the “Subject Space”); (ii) all of the terms of the proposed Transfer Transfer, including without limitation, the Proposed Effective Date, the name and address of the proposed Transferee, and a copy of the existing or proposed assignment, sublease or other agreement governing the proposed Transfer; (iii) current financial statements of the proposed Transferee certified by an officer, member, partner or owner thereof, and any such other information as Landlord may then reasonably require, including without limitation, audited financial statements for the previous three (3) most recent consecutive fiscal years; (iv) the Transfer Plans and Specifications (defined below)years or if audited financial statements are unavailable, if anyfinancial statements certified by an officer, member, partner or owner thereof; and (viv) such other information as Landlord may then reasonably require. Tenant shall give Landlord the Tenant’s Notice by registered or certified mail addressed to Landlord at Landlord’s Address specified in the Basic Provisions. Within fifteen (15) business days after Landlord’s receipt of the Tenant’s Notice (the “Landlord Response Period”) Landlord shall notify Tenant, in writing, of its determination with respect to such requested proposed Transfer and the Landlord’s election to recapture as set forth belowin Section 14.5. If Landlord does not elect to recapture pursuant to the provisions hereof Section 14.5 and Landlord does consent to the requested proposed Transfer, Tenant may thereafter assign its interests in and to this Lease or sublease all or a portion of the Premises to the same party and on the same terms as set forth in the Tenant’s Notice. If Landlord fails to respond to Tenant’s Notice within Landlord’s Response Period, then, after Tenant delivers to Landlord fifteen (15) business days written notice (the “Second Response Period”) and Landlord fails to respond thereto prior to the end of the Second Response Period, the proposed Transfer shall then be deemed approved by Landlord.

Request for Consent. If Tenant seeks to make a Transfer, The Tenant shall notify not effect a Transfer of this Lease or of all or part of the Leased Premises without the prior consent in writing of the Landlord, in writingwhich consent shall not, and provided no Event of Default has occurred, be unreasonably withheld. Provided that the Tenant shall, at the time the Tenant shall request the consent of the Landlord, deliver to the Landlord such information in writing (herein called the "required information") as the Landlord may reasonably require respecting the proposed Transferee including, without limitation, the name, address, nature of business, financial responsibility and standing of such proposed Transferee. Provided further that after receiving such request, the Landlord shall have the right, at least its option, to terminate this Lease if the request relates to all of the Leased Premises or, if the request relates to a portion of the Leased Premises only, to terminate this Lease with respect to such portion, by giving, within ten (10) days after receiving the required information, not less than thirty (30) days (but not nor more than one hundred eighty sixty (18060) days) prior days written notice of termination to the proposed commencement Tenant. In the event of such termination the Rent and other payments required to be made by the Tenant hereunder shall be adjusted to the date of termination and in the Transfer (case of a partial termination, Rent shall abate in proportion that the “Proposed Effective Date”) the following information and documents (the “Tenant’s Notice”): (i) a description area of the xxx portion of the Leased Premises for which this Lease is terminated bears to the area of the Leased Premises and this Lease shall be deemed to be transferred (amended accordingly. If the “Subject Space”); (ii) Landlord elects to terminate this Lease as to all or part of the terms of the proposed Transfer including without limitationLeased Premises, the Proposed Effective Date, Tenant may by written notice (given within ten (10) days or such longer time as the name and address of the proposed Transferee, and a copy of the existing or proposed assignment, sublease or other agreement governing the proposed Transfer; (iii) current financial statements of the proposed Transferee certified by an officer, member, partner or owner thereof, and any such other information as Landlord may then reasonably require, including without limitation, audited financial statements for the previous three (3) most recent consecutive fiscal years; (iv) the Transfer Plans and Specifications (defined below), if any; and (v) such other information as Landlord may then reasonably require. Tenant shall give Landlord the Tenant’s Notice by registered or certified mail addressed consent to Landlord at Landlord’s Address specified in the Basic Provisions. Within fifteen (15) business days writing after Landlord’s receipt of the Landlord's notice of termination) notify the Landlord of the Tenant’s Notice ('s intention to refrain from the “Transfer which gave rise to the Landlord's notice of termination or of the Tenant's intention to accept such notice of termination. If the Tenant gives such written notice to the Landlord Response Period”) Landlord shall notify Tenantwithin such time period that it intends to refrain from such Transfer, in writing, of its determination with respect to such requested proposed Transfer and then the Landlord's election to recapture as set forth below. If Landlord does not elect to recapture pursuant to the provisions hereof and Landlord does consent to the requested proposed Transfer, Tenant may thereafter assign its interests in and to terminate this Lease in whole or sublease all or a portion of in part shall become null and void. Otherwise the Premises to the same party and Landlord's termination shall take effect on the same terms as set forth date stipulated by the Landlord in the Tenant’s Notice. If Landlord fails to respond to Tenant’s Notice within Landlord’s Response Period, then, after Tenant delivers to Landlord fifteen (15) business days written its notice (the “Second Response Period”) and Landlord fails to respond thereto prior to the end of the Second Response Period, the proposed Transfer shall then be deemed approved by Landlordtermination.

Request for Consent. If Tenant seeks to make a Transfer, The Tenant shall notify not effect a Transfer of this Lease or of all or part of the Leased Premises without the prior consent in writing of the Landlord, in writingwhich consent shall not, and provided no Event of Default has occurred, be unreasonably withheld. Provided that the Tenant shall, at the time the Tenant shall request the consent of the Landlord, deliver to the Landlord such information in writing (herein called the required information) as the Landlord may reasonably require respecting the proposed Transferee including, without limitation, the name, address, nature of business, financial responsibility and standing of such proposed Transferee. Provided further that after receiving such request, the Landlord shall have the right, at least thirty (30) its option, to terminate this Lease if the request relates to all of the Leased Premises or, if the request relates to a portion of the Leased Premises only, to terminate this Lease with respect to such portion, by giving, within 10 days (but after receiving the required information, not less then 30 nor more than one hundred eighty (180) 60 days) prior ' written notice of termination to the proposed commencement Tenant. In the event of such termination the Rent and other payments required to be made by the Tenant hereunder shall be adjusted to the date of termination and in the Transfer (case of a partial termination, Rent shall xxxxx in the “Proposed Effective Date”) proportion that the following information and documents (the “Tenant’s Notice”): (i) a description area of the portion of the Leased Premises for which this Lease is terminated bears to the area of the Leased Premises and this Lease shall be deemed to be transferred (amended accordingly. If the “Subject Space”); (ii) Landlord elects to terminate this Lease as to all or part of the terms of the proposed Transfer including without limitationLeased Premises, the Proposed Effective Date, Tenant may by written notice (given within 10 days or such longer time as the name and address of the proposed Transferee, and a copy of the existing or proposed assignment, sublease or other agreement governing the proposed Transfer; (iii) current financial statements of the proposed Transferee certified by an officer, member, partner or owner thereof, and any such other information as Landlord may then reasonably require, including without limitation, audited financial statements for the previous three (3) most recent consecutive fiscal years; (iv) the Transfer Plans and Specifications (defined below), if any; and (v) such other information as Landlord may then reasonably require. Tenant shall give Landlord the Tenant’s Notice by registered or certified mail addressed consent to Landlord at Landlord’s Address specified in the Basic Provisions. Within fifteen (15) business days writing after Landlord’s receipt of the Landlord's notice of termination) notify the Landlord of the Tenant’s Notice ('s intention to refrain from the “Transfer which gave rise to the Landlord's notice of termination or of the Tenant's intention to accept such notice of termination. If the Tenant gives such written notice to the Landlord Response Period”) Landlord shall notify Tenantwithin such time period that it intends to refrain from such Transfer, in writing, of its determination with respect to such requested proposed Transfer and then the Landlord's election to recapture as set forth below. If Landlord does not elect to recapture pursuant to the provisions hereof and Landlord does consent to the requested proposed Transfer, Tenant may thereafter assign its interests in and to terminate this Lease in whole or sublease all or a portion of in part shall become null and void. Otherwise, the Premises to the same party and Landlord's termination shall take effect on the same terms as set forth date stipulated by the Landlord in the Tenant’s Notice. If Landlord fails to respond to Tenant’s Notice within Landlord’s Response Period, then, after Tenant delivers to Landlord fifteen (15) business days written its notice (the “Second Response Period”) and Landlord fails to respond thereto prior to the end of the Second Response Period, the proposed Transfer shall then be deemed approved by Landlordtermination.

Request for Consent. If Tenant seeks to make a Transfer, Tenant shall notify Landlord, in writing, and deliver to Landlord at least thirty (30) days (but not more than one hundred eighty (180) days) prior to the proposed commencement date of the Transfer (the “Proposed Effective Date”) the following information and documents (the “Tenant’s Notice”): (i) a description of the portion of the Premises to be transferred (the “Subject Space”); (ii) all of the terms of the proposed Transfer including without limitation, the Proposed Effective Date, the name and address of the proposed Transferee, and a copy of the existing or proposed assignment, sublease or other agreement governing the proposed Transfer; (iii) current financial statements of the proposed Transferee certified by an officer, member, partner or owner thereof, and any such other information as Landlord may then reasonably require, including without limitation, audited financial statements for the previous three (3) most recent consecutive fiscal yearsyears (if available); (iv) the Transfer Plans and Specifications (defined below), if any; and (v) such other information as Landlord may then reasonably require. Tenant shall give Landlord the Tenant’s Notice by registered or certified mail addressed to Landlord at Landlord’s Address specified in the Basic ProvisionsLease information. Within fifteen (15) business days after Landlord’s receipt of the Tenant’s Notice (the “Landlord Response Period”) Landlord shall notify Tenant, in writing, of its determination with respect to such requested proposed Transfer and the election to recapture as set forth in Section 14.5 below. If Landlord does not elect to recapture pursuant to the provisions of Section 14.5 hereof and Landlord does consent to the requested proposed Transfertransfer, Tenant may thereafter assign its interests in and to this Lease or sublease all or a portion of the Premises to the same party and on the same terms as set forth in the Tenant’s Notice. If Landlord withholds consent to a Transfer, Landlord shall include a reasonably detailed explanation of the grounds for withholding such consent. If Landlord fails to respond to Tenant’s Notice within Landlord’s Response Period, then, after Tenant delivers to Landlord fifteen ten (1510) business days written notice (the “Second Response Period”) and Landlord fails to respond thereto prior to the end of the Second Response Period, the proposed Transfer shall then be deemed approved by Landlord.

Request for Consent. If Tenant seeks requests Xxxxxxxx’s consent to make a TransferTransfer (which consent shall not be unreasonably withheld or delayed), Tenant shall notify Landlordthen, in writing, and deliver to Landlord at least thirty (30) days (but not more than one hundred eighty (180) days) prior to the proposed commencement effective date of the Transfer (proposed Transfer, Tenant shall provide Landlord with a written description of all terms and conditions of the “Proposed Effective Date”) proposed Transfer, copies of the proposed pertinent documentation, and the following information about the proposed transferee: name and documents (the “Tenant’s Notice”): (i) a description address; reasonably satisfactory information about its business and business history; its proposed use of the portion of the Premises Premises; banking, financial and other credit information; and general references sufficient to be transferred (the “Subject Space”); (ii) all of the terms of enable Landlord to determine the proposed Transfer including without limitationtransferee’s creditworthiness and character. Concurrently with Xxxxxx’s notice of any request for consent to a Transfer, the Proposed Effective Date, the name and address Tenant shall pay to Landlord a fee of the proposed Transferee$1,000 to defray Landlord’s expenses in reviewing such request, and Tenant shall also reimburse Landlord within thirty (30) days of request for Landlord’s reasonable attorneys’ fees incurred in connection with considering any request for consent to a copy of the existing or proposed assignmentTransfer, sublease or other agreement governing the proposed Transfer; (iii) current financial statements of the proposed Transferee certified by an officernot to exceed $2,500 per request, memberprovided, partner or owner thereof, and any such other information as Landlord may then reasonably require, including without limitation, audited financial statements for the previous three (3) most recent consecutive fiscal years; (iv) the Transfer Plans and Specifications (defined below)however, if any; and Tenant requires more than two (v2) rounds of comments, then such other information as limit shall not apply. Landlord may then reasonably require. Tenant shall give Landlord the Tenantuse commercially reasonable efforts to respond to Xxxxxx’s Notice by registered or certified mail addressed to Landlord at Landlord’s Address specified in the Basic Provisions. Within fifteen request for a Transfer within thirty (1530) business days after LandlordXxxxxxxx’s receipt of the Tenant’s Notice (the “Landlord Response Period”) Landlord shall notify Tenant, in writing, of its determination with respect to such requested proposed Transfer materials and the election to recapture as set forth below. If Landlord does not elect to recapture pursuant to the provisions hereof and Landlord does consent to the requested proposed Transfer, Tenant may thereafter assign its interests in and to fee required by this Lease or sublease all or a portion of the Premises to the same party and on the same terms as set forth in the Tenant’s NoticeSection 10(c). If Landlord fails to respond to TenantXxxxxx’s Notice request for a Transfer within Landlord’s Response Periodsuch thirty (30) day period, thenTenant may send a second written request, after Tenant delivers to Landlord fifteen which request shall contain, in bold, capital letters, the following: “THIS NOTICE CONSTITUTES TENANT’S SECOND NOTICE OF ITS REQUEST FOR CONSENT TO A TRANSFER PURSUANT TO SECTION 10(c) OF THE LEASE; LANDLORD’S FAILURE TO RESPOND TO THIS NOTICE WITHIN TEN (1510) business days written notice (the “Second Response Period”) and BUSINESS DAYS SHALL BE DEEMED LANDLORD’S CONSENT TO THE REQUESTED TRANSFER.” If Landlord fails to respond thereto prior to such second notice within ten (10) Business Days after receipt of such notice, Xxxxxx’s request for the end of the Second Response Period, the proposed applicable Transfer shall then be deemed approved by Landlordapproved.

Request for Consent. If Tenant seeks to make a Transfer, Tenant shall notify Landlord, in writing, and deliver to Landlord at least thirty (30) days (but not more than one hundred eighty (180) days) prior to the proposed commencement date of the Transfer (the “"Proposed Effective Date”") the following information and documents (the “Tenant’s "Tenant Notice”"): (i) a description of the portion of the Premises to be transferred (the “"Subject Space”"); (ii) all of the terms of the proposed Transfer including without limitation, the Proposed Effective Date, the name and address of the proposed Transferee, and a copy of the existing or proposed assignment, sublease or other agreement governing the proposed Transfer; (iii) current financial statements of the proposed Transferee certified by an officer, member, partner or owner thereof, and any such other information as Landlord may then reasonably require, including without limitation, audited financial statements for the previous three (3) most recent consecutive fiscal years, if available; (iv) the Transfer Plans and Specifications (defined below), if any; and (v) such other information as Landlord may then reasonably require. Tenant shall give Landlord the Tenant’s 's Notice by registered or certified mail addressed to Landlord at Landlord’s 's Address specified in the Basic ProvisionsLease Information. Within fifteen thirty (1530) business days after Landlord’s 's receipt of the Tenant’s 's Notice (the “"Landlord Response Period”") Landlord shall notify Tenant, in writing, of its determination with respect to such requested proposed Transfer and the election to recapture as set forth below. If Landlord does not elect to recapture pursuant to the provisions hereof and Landlord does consent to the requested proposed Transfer, Tenant may thereafter assign its interests in and to this Lease or sublease all or a portion of the Premises to the same party and on the same terms as set forth in the Tenant’s Notice. If Landlord fails to respond to Tenant’s Notice within Landlord’s Response Period, then, after Tenant delivers to Landlord fifteen (15) business days written notice (the “Second Response Period”) and Landlord fails to respond thereto prior to the end of the Second Response Period, the proposed Transfer shall then be deemed approved by Landlord.Section 14.5

Request for Consent. If Tenant seeks to make a Transfer, Tenant shall notify Landlord, in writing, and deliver to Landlord at least thirty (30) days (but not more than one hundred eighty (180) days) prior to the proposed commencement date of the Transfer (the “Proposed Effective Date”) the following information and documents (the “Tenant’s Notice”): (i) a description of the portion of the Premises to be transferred (the “Subject Space”); (ii) all of the terms of the proposed Transfer including without limitation, the Proposed Effective Date, the name and address of the proposed Transferee, and a copy of the existing or proposed assignment, sublease or other agreement governing the proposed Transfer; (iii) current financial statements of the proposed Transferee certified by an officer, member, partner or owner thereof, and any such other information as Landlord may then reasonably require, including without limitation, audited financial statements for the previous three (3) most recent consecutive fiscal years; (iv) the Transfer Plans and Specifications (defined below), if any; and (v) such other information as Landlord may then reasonably require. Tenant shall give Landlord the Tenant’s Notice by registered or certified mail addressed to Landlord at Landlord’s Address specified in the Basic ProvisionsLease Information. Within fifteen (15) business days after LandlordXxxxxxxx’s receipt of the Tenant’s Notice (the “Landlord Response Period”) Landlord shall notify Tenant, in writing, of its determination with respect to such requested proposed Transfer and the election to recapture as set forth belowthe Subject Space. If Landlord elects to recapture the Subject Space, Tenant may withdraw its request for consent within twenty (20) days thereafter (“Tenant’s Request Withdrawal”) and this Lease will continue in full force and effect. If Landlord does not elect to recapture pursuant to the provisions of Section 15.5 hereof and Landlord does consent to the requested proposed Transfer, Tenant may thereafter assign its interests in and to this Lease or sublease all or a portion of the Premises to the same party and on the same terms as set forth in the Tenant’s Notice. If Landlord fails to respond to TenantXxxxxx’s Notice within Landlord’s Response Period, then, after Tenant delivers to Landlord fifteen (15) business days written notice (the “Second Response Period”) and Landlord fails to respond thereto prior to the end of the Second Response Period, the proposed Transfer shall then be deemed approved disapproved by Landlord. As Additional Rent hereunder, Tenant shall upon the Transfer pay to Landlord, a transfer fee in the amount of one thousand dollars ($1,000) (“Transfer Fee”), plus Tenant shall promptly reimburse Landlord for actual and reasonable legal and other expenses incurred by Landlord in connection with any actual or proposed Transfer. This Transfer Fee is due at the time that any request for Transfer is made.

Request for Consent. If Tenant seeks to make a Transfer, Tenant shall notify Landlord, in writing, and deliver to Landlord at least thirty (30) days (but not more than one hundred eighty (180) days) prior to the proposed commencement date of the Transfer (the “Proposed Effective Date”) the following information and documents (the “Tenant’s Notice”): (i) a description of the portion of the Premises to be transferred (the “Subject Space”); (ii) all of the terms of the proposed Transfer including without limitation, the Proposed Effective Date, the name and address of the proposed Transferee, and a copy of the existing or proposed assignment, sublease or other agreement governing the proposed Transfer; (iii) current financial statements of the proposed Transferee certified by an officer, member, partner or owner thereof, and any such other information as Landlord may then reasonably require, including without limitation, audited financial statements (if available) for the previous three (3) most recent consecutive fiscal years; (iv) the Transfer Plans and Specifications (defined below), if any; and (v) such other information as Landlord may then reasonably require. Tenant shall give Landlord the Tenant’s Notice by registered or certified mail addressed to Landlord at Landlord’s Address specified in the Basic ProvisionsLease Information. Within fifteen thirty (1530) business days after Landlord’s receipt of the Tenant’s Notice (the “Landlord Response Period”) Landlord shall notify Tenant, in writing, of its determination with respect to such requested proposed Transfer and the election to recapture as set forth below. If Landlord does not elect to recapture pursuant to the provisions hereof and Landlord does consent to the requested proposed Transfer, Tenant may thereafter assign its interests in and to this Lease or sublease all or a portion of the Premises to the same party and on the same terms as set forth in the Tenant’s Notice. If Landlord fails to respond to Tenant’s Notice within Landlord’s Response Period, then, after Tenant delivers to Landlord fifteen ten (1510) business days written notice (the “Second Response Period”) and Landlord fails to respond thereto prior to the end of the Second Response Period, the proposed Transfer shall then be deemed approved by Landlord.

Request for Consent. If Tenant seeks to make a Transfer, Tenant shall notify Landlord, in writing, and deliver to Landlord at least thirty (30) days (but not more than one hundred eighty (180) days) prior to the proposed commencement date of the Transfer (the “Proposed Effective Date”) the following information and documents (the “Tenant’s Notice”): (i) a description of the portion of the Premises to be transferred (the “Subject Space”); (ii) all of the terms of the proposed Transfer including without limitation, the Proposed Effective Date, the name and address of the proposed Transferee, and a copy of the existing or proposed assignment, sublease or other agreement governing the proposed Transfer; (iii) current financial statements of the proposed Transferee certified by an officer, member, partner or owner thereof, and any such other information as Landlord may then reasonably require, including without limitation, audited financial statements for the previous three (3) most recent consecutive fiscal years, if the proposed Transferee was in operation for that period of time; (iv) the Transfer Plans and Specifications (defined below), if any; and (v) such other information as Landlord may then reasonably require. Tenant shall give Landlord the Tenant’s Notice by registered or certified mail addressed to Landlord at Landlord’s Address specified in the Basic ProvisionsLease Information. Within fifteen ten (1510) business days after Landlord’s receipt of the Tenant’s Notice (the “Landlord Response Period”) Landlord shall notify Tenant, in writing, of its determination with respect to such requested proposed Transfer and the election to recapture as set forth belowTransfer. If Landlord does not elect to recapture pursuant to the provisions hereof and Landlord does consent to the requested proposed Transfer, Tenant may thereafter assign its interests in and to this Lease or sublease all or a portion of the Premises to the same party and on the same terms as set forth in the Tenant’s Notice. If Landlord fails to respond to Tenant’s Notice within Landlord’s Response Period, then, after Tenant delivers to Landlord fifteen (15) business days written notice (the “Second Response Period”) and Landlord fails to respond thereto prior to the end of the Second Response Period, then the proposed Transfer shall then be deemed approved by Landlord.

Request for Consent. If Tenant seeks requests Landlord’s consent to make a Transfer, then, at least ten (10) Business Days prior to the effective date of the proposed Transfer, Tenant shall notify Landlordprovide Landlord with a written description of all terms and conditions of the proposed Transfer, in writingcopies of the proposed documentation, and deliver to Landlord at least thirty (30) days (but not more than one hundred eighty (180) days) prior to the proposed commencement date of the Transfer (the “Proposed Effective Date”) the following information and documents (the “Tenant’s Notice”): (i) a description of the portion of the Premises to be transferred (the “Subject Space”); (ii) all of the terms of about the proposed Transfer including without limitation, the Proposed Effective Date, the transferee: name and address of the proposed Transfereetransferee and any Persons who own, control or direct the proposed transferee; reasonably satisfactory information about its business and business history; its proposed use of the Premises; banking, financial, and a copy of the existing or proposed assignment, sublease or other agreement governing credit information; and general references sufficient to enable Landlord to determine the proposed Transfer; (iii) current financial statements of the proposed Transferee certified by an officer, member, partner or owner thereof, transferee’s creditworthiness and any such other information as Landlord may then reasonably require, including without limitation, audited financial statements for the previous three (3) most recent consecutive fiscal years; (iv) the Transfer Plans and Specifications (defined below), if any; and (v) such other information as Landlord may then reasonably requirecharacter. Tenant shall give Landlord the Concurrently with Tenant’s Notice by registered or certified mail addressed to Landlord at Landlord’s Address specified in the Basic Provisions. Within fifteen (15) business days after Landlord’s receipt notice of the Tenant’s Notice (the “Landlord Response Period”) Landlord shall notify Tenant, in writing, of its determination with respect to such requested proposed Transfer and the election to recapture as set forth below. If Landlord does not elect to recapture pursuant to the provisions hereof and Landlord does any request for consent to the requested proposed a Transfer, Tenant may thereafter assign shall pay to Landlord a fee of $500 to defray Landlord’s expenses in reviewing such request, and Tenant shall also reimburse Landlord immediately upon request for its interests reasonable attorneys’ fees and other expenses incurred in and connection with considering any request for consent to this Lease a Transfer (which shall not exceed $2,500 for consents to subleases provided Landlord’s standard consent to sublease form is used without material modification or sublease all or a portion of the Premises to the same party and on the same terms as set forth in the Tenant’s Noticenegotiation). If Landlord fails to respond notify Tenant that it approves or disapproves the requested Transfer within ten (10) Business Days after submission to Tenant’s Notice within Landlord of all of the items required under this Section 8.3, then Tenant may provide a second request to Landlord for Landlord’s Response Periodapproval that conspicuously states to the effect that, thenIF LANDLORD DOES NOT MAIL LANDLORD’S APPROVAL OR DISAPPROVAL OF THE REQUESTED TRANSFER WITHIN 5 BUSINESS DAYS AFTER LANDLORD RECEIVES THIS SECOND REQUEST FOR CONSENT, after Tenant delivers to Landlord fifteen (15) business days written notice (the “Second Response Period”) LANDLORD’S APPROVAL OF THIS TRANSFER WILL BE DEEMED GIVEN, and if Landlord fails to respond thereto prior to notify Tenant that it approves or disapproves the end requested Transfer within five (5) Business Days after submission of the Second Response Periodsuch second request for approval, the proposed Transfer then Landlord shall then be deemed to have approved by Landlordsuch Transfer.

Request for Consent. If Tenant seeks requests Landlord’s consent to make a Transfer, Tenant shall notify Landlordthen, in writing, and deliver to Landlord at least thirty (30) days (but not more than one hundred eighty (180) days) prior to the proposed commencement effective date of the Transfer (the “Proposed Effective Date”) the following information and documents (the “Tenant’s Notice”): (i) a description of the portion of the Premises to be transferred (the “Subject Space”); (ii) all of the terms of the proposed Transfer including without limitation, the Proposed Effective Date, the name and address of the proposed Transferee, and a copy of the existing or proposed assignment, sublease or other agreement governing the proposed Transfer; (iii) current financial statements of the proposed Transferee certified by an officer, member, partner or owner thereof, and any such other information as Landlord may then reasonably require, including without limitation, audited financial statements for the previous three (3) most recent consecutive fiscal years; (iv) the Transfer Plans and Specifications (defined below), if any; and (v) such other information as Landlord may then reasonably require. Tenant shall give Landlord the Tenant’s Notice by registered or certified mail addressed to Landlord at Landlord’s Address specified in the Basic Provisions. Within fifteen (15) business days after Landlord’s receipt of the Tenant’s Notice (the “Landlord Response Period”) Landlord shall notify Tenant, in writing, of its determination with respect to such requested proposed Transfer and the election to recapture as set forth below. If Landlord does not elect to recapture pursuant to the provisions hereof and Landlord does consent to the requested proposed Transfer, Tenant may thereafter assign its interests in shall provide Landlord with a written description of all terms and to this Lease or sublease all or a portion conditions of the Premises proposed Transfer, copies of the proposed pertinent documentation, and the following information about the proposed transferee: name and address; reasonably satisfactory information about its business and business history; its proposed use of the Premises; banking, financial, and other credit information; and general references sufficient to enable Landlord to determine the same party proposed transferee’s creditworthiness and on character (collectively, the same terms as set forth “Transfer Notice”). Concurrently with the Transfer Notice, Tenant shall pay to Landlord a fee of $2,000 to defray Landlord’s expenses in the Tenantreviewing such request, and in addition Tenant shall reimburse Landlord immediately upon request for its reasonable attorneys’ fees and lender’s Noticefees incurred in connection with considering any request for consent to a Transfer. Landlord will respond to a Transfer Notice within ten (10) Business Days. If Landlord fails to respond timely respond, Tenant may deliver a second (2nd) notice to Tenant’s Notice within Landlord’s Response Period, thenwhich notice must contain the following inscription, after Tenant delivers to Landlord fifteen in bold faced lettering: “SECOND NOTICE DELIVERED PURSUANT TO ARTICLE 10 OF LEASE - - FAILURE TO TIMELY RESPOND WITHIN TEN (1510) business days written notice (the “Second Response Period”) and BUSINESS DAYS SHALL RESULT IN DEEMED APPROVAL OF TRANSFER.” If Landlord fails to respond thereto prior to the end of the Second Response Periodwithin such ten (10) Business Day period, the proposed Transfer Landlord shall then be deemed to have approved by Landlordthe Transfer in question.

Request for Consent. If Tenant seeks to make a Transfer, Tenant shall notify Landlord, in writing, and deliver to Landlord at least thirty (30) days (but not more than one hundred eighty (180) days) prior to the proposed commencement date of the Transfer (the “Proposed Effective Date”) the following information and documents (the “Tenant’s Notice”): (i) a description of the portion of the Premises to be transferred (the “Subject Space”); (ii) all of the terms of the proposed Transfer including without limitation, the Proposed Effective Date, the name and address of the proposed Transferee, and a copy of the existing or proposed assignment, sublease or other agreement governing the proposed Transfer; (iii) current financial statements of the proposed Transferee certified by an officer, member, partner or owner thereof, and any such other information as Landlord may then reasonably require, including without limitation, audited financial statements for the previous three (3) most recent consecutive fiscal yearsyears if available (audited or non-audited as the case may be); (iv) the Transfer Plans and Specifications (defined below), if any; and (v) such other information as Landlord may then reasonably require. Tenant shall give Landlord the Tenant’s Notice by registered or certified mail addressed to Landlord at Landlord’s Address specified in the Basic ProvisionsLease Information. Within fifteen thirty (1530) business days after Landlord’s receipt of the Tenant’s Notice (the “Landlord Response Period”) Landlord shall notify Tenant, in writing, of its determination with respect to such requested proposed Transfer and the election to recapture as set forth below. If Landlord does not elect to recapture pursuant to the provisions hereof and Landlord does consent to the requested proposed Transfer, Tenant may thereafter assign its interests in and to this Lease or sublease all or a portion of the Premises to the same party and on the same terms as set forth in the Tenant’s Notice. If Landlord fails to respond to Tenant’s Notice within Landlord’s Response Period, then, after Tenant delivers to Landlord fifteen (15) business days written notice (the “Second Response Period”) and Landlord fails to respond thereto prior to the end of the Second Response Period, the proposed Transfer shall then be deemed approved by Landlord.

Request for Consent. If Tenant seeks to make a Transfer, Tenant shall notify Landlord, in writing, and deliver to Landlord at least thirty (30) days (but not more than one hundred eighty (180) days) prior to the proposed commencement date of the Transfer (the “Proposed Effective Date”) the following information and documents (the “Tenant’s Notice”): (i) a description of the portion of the Premises to be transferred (the “Subject Space”); (ii) all of the terms of the proposed Transfer including without limitation, the Proposed Effective Date, the name and address of the proposed Transferee, and a copy of the existing or proposed assignment, sublease or other agreement governing the proposed Transfer; (iii) current financial statements of the proposed Transferee certified (except such financial statements shall not require certification with respect to a company, the common stock of which is listed on a national stock exchange) by an officer, member, partner or owner thereof, and any such other information as Landlord may then reasonably require, including without limitation, if available, audited financial statements for the previous three (3) most recent consecutive fiscal years; (iv) the Transfer Plans and Specifications (defined below), if any; and (v) such other information as Landlord may then reasonably require. Tenant shall give Landlord the Tenant’s Notice by registered or certified mail addressed to Landlord at Landlord’s Address specified in the Basic ProvisionsLease Information. Within fifteen (15) business days after Landlord’s receipt of the Tenant’s Notice (the “Landlord Response Period”) Landlord shall notify Tenant, in writing, of its determination with respect to such requested proposed Transfer Transfer, the reasons therefor and the election to recapture as set forth in Section 14.5 below. If Landlord does not elect to recapture pursuant to the provisions of Section 14.5 hereof and Landlord does consent to the requested proposed Transfer, Tenant may thereafter assign its interests in and to this Lease or sublease all or a portion of the Premises to the same party and on the same terms as set forth in the Tenant’s Notice. If Landlord fails to respond to Tenant’s Notice within Landlord’s Response Period, then, after Tenant delivers to Landlord fifteen (15) business days written notice (the “Second Response Period”) and Landlord fails to respond thereto prior to the end of the Second Response Period, the proposed Transfer shall then be deemed approved by Landlord.

Request for Consent. If Tenant seeks requests Landlord’s consent to make a Transfer, Tenant shall notify Landlordthen, in writing, and deliver to Landlord at least thirty (30) days (but not more than one hundred eighty (180) days) prior to the proposed commencement date of the Transfer (the “Proposed Effective Date”) the following information and documents (the “Tenant’s Notice”): (i) a description of the portion of the Premises to be transferred (the “Subject Space”); (ii) all of the terms of the proposed Transfer including without limitation, the Proposed Effective Date, the name and address of the proposed Transferee, and a copy of the existing or proposed assignment, sublease or other agreement governing the proposed Transfer; (iii) current financial statements of the proposed Transferee certified by an officer, member, partner or owner thereof, and any such other information as Landlord may then reasonably require, including without limitation, audited financial statements for the previous three (3) most recent consecutive fiscal years; (iv) the Transfer Plans and Specifications (defined below), if any; and (v) such other information as Landlord may then reasonably require. Tenant shall give Landlord the Tenant’s Notice by registered or certified mail addressed to Landlord at Landlord’s Address specified in the Basic Provisions. Within fifteen (15) business days after Landlord’s receipt prior to the effective date of the Tenant’s Notice (the “Landlord Response Period”) Landlord shall notify Tenant, in writing, of its determination with respect to such requested proposed Transfer and the election to recapture as set forth below. If Landlord does not elect to recapture pursuant to the provisions hereof and Landlord does consent to the requested proposed Transfer, Tenant may thereafter assign its interests in shall provide Landlord with a written description of all terms and to this Lease or sublease all or a portion conditions of the Premises proposed Transfer, copies of the proposed documentation, and the following information about the proposed transferee: name and address; reasonably satisfactory information about its business and business history; its proposed use of the Premises; banking, financial, and other credit information; general references sufficient to enable Landlord to determine the proposed transferee’s creditworthiness and character and such additional information as Landlord may reasonably request. Concurrently with Tenant’s notice of any request for consent to a Transfer, Tenant shall pay to Landlord a fee of One Thousand Dollars ($1,000.00) to defray Landlord’s expenses in reviewing such request, and Tenant shall also reimburse Landlord within thirty (30) days after Landlord has delivered to Tenant an invoice therefor, together with reasonable supporting documentation for its reasonable attorneys’ fees incurred in connection with considering any request for consent to a Transfer, and such attorneys’ fees shall not exceed the amount of Two Thousand Five Hundred and No/100 Dollars ($2,500.00) in the aggregate for any particular Transfer, but such limitation of fees shall only apply to the same party and on the same terms as set forth extent such Transfer is in the Tenant’s Noticeordinary course of business. If Landlord fails to respond to Tenant’s Notice within Landlord’s Response Period, then, after and Tenant delivers to Landlord fifteen (15) business days written notice (the “Second Response Period”) and Landlord fails to respond thereto prior to the end of the Second Response Period, the hereby agree that a proposed Transfer shall then not be deemed approved considered “in the ordinary course of business” if such Transfer involves the review of documentation by LandlordLandlord on more than two (2) occasions per requested Transfer.