Common use of Request for Consent Clause in Contracts

Request for Consent. If Tenant desires at any time to enter into an Assignment of this Lease or a Sublease of the Premises or any portion thereof for which Landlord’s consent is required, it shall first give written notice to Landlord of its desire to do so, which notice shall contain (i) the name of the proposed assignee, subtenant or occupant; (ii) the name and nature of the proposed assignee’s, subtenant’s, or occupant’s business to be carried on in the Premises; (iii) the terms and provisions of the proposed Assignment or Sublease; and (iv) such financial and other information as Landlord may reasonably request concerning the proposed assignee, 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, demising walls and/or other improvements, additions or alterations necessary to cause the Premises to be suitable for multiple tenants (all of the foregoing collectively, “Required Sublease Improvements”), shall be installed and provided by Tenant (or, at Landlord’s 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 Landlord’s reasonable judgment, to cause the removal of the Required Sublease Improvements and restoration of the Premises to its condition prior to installation of the Required Sublease Improvements upon the earlier of expiration or termination of the Sublease or Assignment or this Lease be provided by Tenant to Landlord upon Landlord’s approval of such Sublease or Assignment, to be held as additional security for Tenant’s obligations to remove the Required Sublease Improvements upon expiration or earlier termination of this Lease as required by Paragraph 25(a). Tenant shall reimburse Landlord upon demand for any reasonable out-of-pocket expenses incurred by Landlord in connection with such review, including reasonable attorneys’ fees, and such obligation shall be an Additional Charge.

Request for Consent. If Tenant desires seeks to make a Transfer, Tenant shall notify Landlord, in writing, and deliver to Landlord at any time least thirty (30) days (but not more than one hundred eighty (180) days) prior to enter into an Assignment the proposed commencement date of this Lease or the Transfer (the “Proposed Effective Date”) the following information and documents (the “Tenant’s Notice”): (i) a Sublease description of the portion of the Premises or any portion thereof for which Landlord’s consent is required, it shall first give written notice to Landlord of its desire to do so, which notice shall contain be transferred (i) the name of the proposed assignee, subtenant or occupant“Subject Space”); (ii) all of the terms of the proposed Transfer including without limitation, the Proposed Effective Date, the name and nature address of the proposed assignee’sTransferee, subtenant’sand a copy of the existing or proposed assignment, sublease or occupant’s business to be carried on in other agreement governing the Premisesproposed Transfer; (iii) the terms and provisions current financial statements of the proposed Assignment Transferee certified by an officer, member, partner or Sublease; owner thereof, and (iv) any such financial and other information as Landlord may then reasonably request concerning the proposed assigneerequire, 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, including without limitation, demising walls and/or other improvements, additions or alterations necessary to cause audited financial statements for the Premises to be suitable for multiple tenants previous three (all of 3) most recent consecutive fiscal years; (iv) the foregoing collectively, “Required Sublease Improvements”Transfer Plans and Specifications (defined below), if any; and (v) such other information as Landlord may then reasonably require. Tenant shall be installed and provided give Landlord the Tenant’s Notice by Tenant (or, registered or certified mail addressed to Landlord at Landlord’s sole option, by Landlord but at Address specified in the Basic Provisions. Within fifteen (15) business days after Landlord’s receipt of the Tenant’s expense)Notice (the “Landlord Response Period”) Landlord shall notify Tenant, without cost or expense in writing, of its determination with respect to Landlordsuch requested proposed Transfer and the election to recapture as set forth below. If Landlord may condition its does not elect to recapture pursuant to the provisions hereof and Landlord does consent to any the requested proposed Sublease Transfer, Tenant may thereafter assign its interests in and to this Lease or Assignment on both (x) the construction of Required Sublease Improvements, and (y) sublease all or a requirement that funds sufficient, in Landlord’s reasonable judgment, to cause the removal of the Required Sublease Improvements and restoration portion of the Premises to its condition 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 installation the end of the Required Sublease Improvements upon Second Response Period, the earlier of expiration or termination of the Sublease or Assignment or this Lease proposed Transfer shall then be provided deemed approved by Tenant to Landlord upon Landlord’s approval of such Sublease or Assignment, to be held as additional security for Tenant’s obligations to remove the Required Sublease Improvements upon expiration or earlier termination of this Lease as required by Paragraph 25(a). Tenant shall reimburse Landlord upon demand for any reasonable out-of-pocket expenses incurred by Landlord in connection with such review, including reasonable attorneys’ fees, and such obligation shall be an Additional Charge.

Request for Consent. If The Tenant desires at any time to enter into an Assignment shall not effect a Transfer of this Lease or a Sublease of all or part of the Leased Premises or any portion thereof for which without the prior consent in writing of the Landlord’s consent is required, it shall first give written notice to Landlord of its desire to do so, which notice consent shall contain (i) not, provided no Event of Default has occurred, be unreasonably withheld. Provided that the name Tenant shall, at the time the Tenant shall request the consent of the proposed assigneeLandlord, subtenant or occupant; deliver to the Landlord such information in writing (iiherein called the “required information”) as the name and nature of the proposed assignee’s, subtenant’s, or occupant’s business to be carried on in the Premises; (iii) the terms and provisions of the proposed Assignment or Sublease; and (iv) such financial and other information as Landlord may reasonably request concerning require respecting the proposed assignee, 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 Transferee including, without limitation, demising walls and/or other improvementsthe name, additions or alterations necessary 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 its option, to cause terminate this Lease if the Premises request relates to be suitable for multiple tenants (all of the foregoing collectivelyLeased Premises or, “Required Sublease Improvements”)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 after receiving the required information, not less than 30 nor more than 60 days’ written notice of termination to the Tenant. In the event of such termination, the Rent and other payments required to be made by the Tenant hereunder shall be installed and provided by Tenant (or, at Landlord’s sole option, by Landlord but at Tenant’s expense), without cost or expense adjusted to Landlord. Landlord may condition its consent to any proposed Sublease or Assignment on both (x) the construction date of Required Sublease Improvements, and (y) a requirement that funds sufficienttermination and, in Landlord’s reasonable judgmentthe case of a partial termination, to cause Rent shall xxxxx in the removal proportion that the area of the Required Sublease Improvements and restoration portion of the Leased Premises for which this Lease is terminated bears to its condition prior to installation the area of the Required Sublease Improvements upon the earlier of expiration or termination of the Sublease or Assignment or Leased Premises and this Lease shall be provided by Tenant to Landlord upon Landlord’s approval of such Sublease or Assignment, deemed to be held as additional security for Tenant’s obligations amended accordingly. If the Landlord elects to remove the Required Sublease Improvements upon expiration or earlier termination of terminate this Lease as required to all or part of the Leased Premises, the Tenant may by Paragraph 25(a)written notice (given within 10 days or such longer time as the Landlord may consent to in writing after receipt of the Landlord’s notice of termination) notify the Landlord of the Tenant’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 within such time period that it intends to refrain from such Transfer, then the Landlord’s election to terminate this Lease in whole or in part shall reimburse Landlord upon demand for any reasonable out-of-pocket expenses incurred become null and void. Otherwise, the Landlord’s termination shall take effect on the date stipulated by the Landlord in connection with such review, including reasonable attorneys’ fees, and such obligation shall be an Additional Chargeits notice of termination.

Request for Consent. If Tenant desires seeks to make a Transfer, Tenant shall notify Landlord, in writing (“Tenant’s Notice”), and deliver to Landlord at any time least twenty (20) days prior to enter into an Assignment the proposed commencement date of this Lease or the Transfer (“Proposed Effective Date”) the following: (i) a Sublease description of the portion of the Premises or any portion thereof for which Landlord’s consent is required, it shall first give written notice to Landlord of its desire to do so, which notice shall contain be transferred (i) the name of the proposed assignee, subtenant or occupant“Subject Space”); (ii) all of the terms of the proposed Transfer, including without limitation, the Proposed Effective Date, the name and nature address of the proposed assignee’sTransferee, subtenant’sand a copy of the existing or proposed assignment, sublease or occupant’s business to be carried on in other agreement governing the Premisesproposed Transfer; (iii) the terms and provisions current financial statements of the proposed Assignment Transferee certified by an officer, member, partner or Subleaseowner thereof, and certified financial statements for the previous three (3) most recent consecutive fiscal years; and (iv) such financial and other information as Landlord may then reasonably request concerning require. Within twenty (20) 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 assignee, subtenant or occupantTransfer and Landlord’s election as set forth in Section 14.5. Any improvements, additions, or alterations If Landlord does not elect to recapture pursuant to Section 14.5 and Landlord does not respond 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 requested proposed Transfer and Tenant delivers to Landlord a result of any such Sublease or Assignment including, without limitation, demising walls and/or other improvements, additions or alterations necessary to cause the Premises to be suitable for multiple tenants (all of the foregoing collectively, “Required Sublease Improvements”), shall be installed and provided by Tenant (or, at Landlord’s sole option, by Landlord but at second Tenant’s expense)Notice and Landlord fails to respond to such second written notice within 3 business days of receipt, without cost then Tenant may thereafter assign its interests in and to this Lease or expense to Landlord. Landlord may condition its consent to any proposed Sublease sublease all or Assignment on both (x) the construction of Required Sublease Improvements, and (y) a requirement that funds sufficient, in Landlord’s reasonable judgment, to cause the removal of the Required Sublease Improvements and restoration portion of the Premises to its condition prior to installation of the Required Sublease Improvements upon same party and on the earlier of expiration or termination of same terms as set forth in the Sublease or Assignment or this Lease be provided by Tenant to Landlord upon Landlord’s approval of such Sublease or Assignment, to be held as additional security for Tenant’s obligations to remove the Required Sublease Improvements upon expiration or earlier termination of this Lease as required by Paragraph 25(a). Tenant shall reimburse Landlord upon demand for any reasonable out-of-pocket expenses incurred by Landlord in connection with such review, including reasonable attorneys’ fees, and such obligation shall be an Additional ChargeNotice.

Request for Consent. If Tenant desires seeks to make a Transfer, Tenant shall notify Landlord, in writing (“Tenant’s Notice”), and deliver to Landlord at any time least thirty (30) days prior to enter into an Assignment the proposed commencement date of this Lease or the Transfer (“Proposed Effective Date”) the following: (i) a Sublease description of the portion of the Premises or any portion thereof for which Landlord’s consent is required, it shall first give written notice to Landlord of its desire to do so, which notice shall contain be transferred (i) the name of the proposed assignee, subtenant or occupant“Subject Space”); (ii) all of the terms of the proposed Transfer, including without limitation, the Proposed Effective Date, the name and nature address of the proposed assignee’sTransferee, subtenant’sand a copy of the existing or proposed assignment, sublease or occupant’s business to be carried on in other agreement governing the Premisesproposed Transfer; (iii) the terms and provisions current financial statements of the proposed Assignment Transferee certified by an officer, member, partner or Subleaseowner thereof, and audited financial statements for the previous three (3) most recent consecutive fiscal years if available; and (iv) such financial and other information as Landlord may then reasonably request concerning require. Within twenty (20) 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 assignee, subtenant or occupantTransfer and Landlord’s election as set forth in Section 14.5. Any improvements, additions, or alterations If Landlord does not elect to recapture pursuant to Section 14.5 and Landlord does consent to the Premises requested proposed Transfer, Tenant may thereafter assign its interests in and to this Lease or either Building that are required by applicable Laws sublease all 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, demising walls and/or other improvements, additions or alterations necessary to cause the Premises to be suitable for multiple tenants (all of the foregoing collectively, “Required Sublease Improvements”), shall be installed and provided by Tenant (or, at Landlord’s 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 Landlord’s reasonable judgment, to cause the removal of the Required Sublease Improvements and restoration portion of the Premises to its condition prior to installation of the Required Sublease Improvements upon same party and on the earlier of expiration or termination of same terms as set forth in the Sublease or Assignment or this Lease be provided by Tenant to Landlord upon Landlord’s approval of such Sublease or Assignment, to be held as additional security for Tenant’s obligations to remove the Required Sublease Improvements upon expiration or earlier termination of this Lease as required by Paragraph 25(a). Tenant shall reimburse Landlord upon demand for any reasonable out-of-pocket expenses incurred by Landlord in connection with such review, including reasonable attorneys’ fees, and such obligation shall be an Additional ChargeNotice.

Request for Consent. If Tenant desires at any time to enter into an Assignment of this Lease or a Sublease of the Premises or any portion thereof Sub-sublease is proposed for which Landlord’s the City consent is required, it RIDA shall first give written notice to Landlord of its desire to do sonotify the City in writing, which notice (the “Sub-sublease Notice”) shall contain include (i) the proposed effective date of the Sub-sublease, which shall not be less than sixty (60) days and not more than one hundred eighty (180) days after the date of delivery of the Sub- sublease Notice, (ii) a narrative description, with supporting documents, of the proposed Sub- sublease, including without limitation, the name of the proposed assigneeSub-subtenant, subtenant or occupant; (ii) the name and nature term of the Sub- sublease, the proposed use of the Site and/or the Improvements, as applicable, the experience of the proposed assignee’sSub-subtenant, the organizational structure of the proposed Sub-subtenant’s, or occupant’s business and any additional information that the City may reasonably require to be carried evaluate the Sub-sublease based on the factors set forth in the Premises; 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 proposed sub-sublease agreement, (iv) a statement of any current litigation or any litigation which was resolved within the prior five (5) years affecting the proposed Sub-subtenant and (v) such other information as the City may reasonably require. Not later than thirty (30) days after receipt of a Sub-sublease Notice, the City shall notify RIDA (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, as applicable. The City shall notify RIDA that it consents or does not consent to 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 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 terms and provisions of this Sublease. The burden of producing evidence and the proposed Assignment or Sublease; burden of proof showing the City that a prospective Sub-subtenant meets each and (iv) such financial and other information as Landlord may reasonably request concerning the proposed assignee, 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, demising walls and/or other improvements, additions or alterations necessary to cause the Premises to be suitable for multiple tenants (all of the foregoing collectivelyaforesaid qualifications and standards and that the City breached, “Required Sublease Improvements”)or did not act reasonably under, this Section 10.1, shall be installed and provided by Tenant (or, at Landlord’s 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 Landlord’s reasonable judgment, to cause the removal of the Required Sublease Improvements and restoration of the Premises to its condition prior to installation of the Required Sublease Improvements upon the earlier of expiration or termination of the Sublease or Assignment or this Lease be provided by Tenant to Landlord upon Landlord’s approval of such Sublease or Assignment, to be held as additional security for Tenant’s obligations to remove the Required Sublease Improvements upon expiration or earlier termination of this Lease as required by Paragraph 25(a). Tenant shall reimburse Landlord upon demand for any reasonable out-of-pocket expenses incurred by Landlord in connection with such review, including reasonable attorneys’ fees, and such obligation shall be an Additional ChargeRIDA.

Request for Consent. If Tenant desires at any time to enter into an Assignment of this Lease or a Sublease of the Premises or any portion thereof for which requests Landlord’s consent is requiredto a Transfer (which consent shall not be unreasonably withheld or delayed), it shall first give written notice then, at least thirty (30) days prior to Landlord of its desire to do so, which notice shall contain (i) the name effective date of the proposed assigneeTransfer, subtenant or occupant; (ii) the name Tenant shall provide Landlord with a written description of all terms and nature conditions of the proposed assignee’sTransfer, subtenant’scopies of the proposed pertinent documentation, or occupant’s and the following information about the proposed transferee: name and address; reasonably satisfactory information about its business to be carried on in and business history; its proposed use of the Premises; (iii) the terms and provisions of the proposed Assignment or Sublease; and (iv) such banking, financial and other information as credit information; and general references sufficient to enable Landlord may reasonably request concerning to determine the proposed assigneetransferee’s creditworthiness and character. Concurrently with Tenant’s notice of any request for consent to a Transfer, subtenant or occupant. Any improvementsTenant shall pay to Landlord a fee of $1,000 to defray Landlord’s expenses in reviewing such request, additions, or alterations to the Premises or either Building that are required by applicable Laws or are deemed necessary or appropriate by Landlord, in and Tenant shall also reimburse Landlord within thirty (30) days of request for Landlord’s reasonable judgment, as a result of any such Sublease or Assignment including, without limitation, demising walls and/or other improvements, additions or alterations necessary to cause the Premises to be suitable for multiple tenants (all of the foregoing collectively, “Required Sublease Improvements”), shall be installed and provided by Tenant (or, at Landlord’s 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 Landlord’s reasonable judgment, to cause the removal of the Required Sublease Improvements and restoration of the Premises to its condition prior to installation of the Required Sublease Improvements upon the earlier of expiration or termination of the Sublease or Assignment or this Lease be provided by Tenant to Landlord upon Landlord’s approval of such Sublease or Assignment, to be held as additional security for Tenant’s obligations to remove the Required Sublease Improvements upon expiration or earlier termination of this Lease as required by Paragraph 25(a). Tenant shall reimburse Landlord upon demand for any reasonable out-of-pocket expenses attorneys’ fees incurred by Landlord in connection with considering any request for consent to a Transfer, not to exceed $2,500 per request, provided, however, if Tenant requires more than two (2) rounds of comments, then such reviewlimit shall not apply. Landlord shall use commercially reasonable efforts to respond to Tenant’s request for a Transfer within thirty (30) days after Landlord’s receipt of the materials and fee required by this Section 10(c). If Landlord fails to respond to Tenant’s request for a Transfer within such thirty (30) day period, including reasonable attorneys’ feesTenant may send a second written request, and 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 (10) BUSINESS DAYS SHALL BE DEEMED LANDLORD’S CONSENT TO THE REQUESTED TRANSFER.” If Landlord fails to respond to such obligation second notice within ten (10) Business Days after receipt of such notice, Tenant’s request for the applicable Transfer shall be an Additional Chargedeemed approved.

Request for Consent. If Tenant desires seeks to make a Transfer other than a transfer to a Related Entity, Tenant shall notify Landlord, in writing, and deliver to Landlord at any time least thirty (30) days (but not more than one hundred eighty (180) days) prior to enter into an Assignment the proposed commencement date of this Lease or the Transfer (the "Proposed Effective Date") the following information and documents (the "Tenant's Notice"): (i) a Sublease description of the portion of the Premises or any portion thereof for which Landlord’s consent is required, it shall first give written notice to Landlord of its desire to do so, which notice shall contain be transferred (i) the name of the proposed assignee, subtenant or occupant"Subject Space"); (ii) all of the terms of the proposed Transfer including without limitation, the Proposed Effective Date, the name and nature address of the proposed assignee’sTransferee, subtenant’sand a copy of the existing or proposed assignment, sublease or occupant’s business to be carried on in other agreement governing the Premisesproposed Transfer; (iii) the terms and provisions current financial statements of the proposed Assignment Transferee certified by an officer, member, partner or Sublease; owner thereof, and (iv) any such financial and other information as Landlord may then reasonably request concerning the proposed assigneerequire, 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, including without limitation, demising walls and/or audited financial statements for the previous three (3) most recent consecutive fiscal years; (iv) the Plans and Specifications (defined below), if any; and (v) such other improvements, additions information as Landlord may then reasonably require. Tenant shall give Landlord the Tenant's Notice by registered or alterations necessary certified mail addressed to cause Landlord at Landlord's Address specified in the Premises to be suitable for multiple tenants Basic Lease Information. Within thirty (all 30) days after Landlord's receipt of the foregoing collectivelyTenant's Notice (the "Landlord Response Period") Landlord shall notify Tenant, “Required Sublease Improvements”)in writing, shall be installed of its determination with respect to such requested proposed Transfer and provided by Tenant (or, at Landlord’s sole option, by the election to recapture as set forth in Section 14.5 below. If Landlord but at Tenant’s expense), without cost or expense does not elect to Landlord. recapture pursuant to the provisions of Section 14.5 hereof and Landlord may condition its does consent to any the requested proposed Sublease Transfer, Tenant may thereafter assign its interests in and to this Lease or Assignment on both (x) the construction of Required Sublease Improvements, and (y) sublease all or a requirement that funds sufficient, in Landlord’s reasonable judgment, to cause the removal of the Required Sublease Improvements and restoration portion of the Premises to its condition 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 thirty (30) days written notice (the "Second Response Period") and Landlord fails to respond thereto prior to installation the end of the Required Sublease Improvements upon Second Response Period, the earlier of expiration or termination of the Sublease or Assignment or this Lease proposed Transfer shall then be provided deemed approved by Tenant to Landlord upon Landlord’s approval of such Sublease or Assignment, to be held as additional security for Tenant’s obligations to remove the Required Sublease Improvements upon expiration or earlier termination of this Lease as required by Paragraph 25(a). Tenant shall reimburse Landlord upon demand for any reasonable out-of-pocket expenses incurred by Landlord in connection with such review, including reasonable attorneys’ fees, and such obligation shall be an Additional Charge.

Request for Consent. If Tenant desires at any time to enter into an Assignment of this Lease or a Sublease of the Premises or any portion thereof Hotel Management Agreement is proposed for which Landlord’s Landlord consent is required, it Tenant shall first give written notice to notify Landlord of its desire to do soin writing, which notice (the "Hotel Management Agreement Notice") shall contain include (a) the proposed effective date of the Hotel Management Agreement, which shall not be more than six (6) months after the later of: (i) the name date of delivery of the Hotel Management Agreement Notice containing all of the information required in clauses (b) and (c) and (ii) Landlord’s review of the original unredacted version of the proposed assigneeHotel Management Agreement at Landlord’s office at 0000 Xxxxxxx Xxxxxxx, subtenant or occupant; Xxx Xxxxx, Xxxxxxxxxx, (iib) the name and nature a copy of the proposed assignee’s, subtenant’s, or occupant’s business to be carried on in 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 Premises; (iii) the terms and provisions redacted version of the Hotel Management Agreement is a true, correct and complete copy of the final proposed Assignment or Sublease; Hotel Management Agreement except for the redactions and (ivc) such financial and other information as Landlord may reasonably request concerning 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 assigneeHotel Management Agreement or (2) of any additional information that Landlord reasonably requires to evaluate the proposed Hotel Management Agreement, subtenant as applicable. Landlord shall notify Tenant that it consents or occupantdoes 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 proposed Hotel Management Agreement. 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, Hotel Management Agreement executed without limitation, demising walls and/or other improvements, additions or alterations necessary to cause the Premises to be suitable for multiple tenants (all of the foregoing collectively, “Required Sublease Improvements”), shall be installed and provided by Tenant (orXxxxxxxx's prior written consent shall, at Landlord’s sole 's option, by Landlord but at Tenant’s expense)be null, without cost or expense to void and of no effect and not binding on 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 Landlord’s reasonable judgment, to cause the removal of the Required Sublease Improvements and restoration of the Premises to its condition prior to installation of the Required Sublease Improvements upon the earlier of expiration or termination of the Sublease or Assignment or this Lease be provided by Tenant to Landlord upon Landlord’s approval of such Sublease or Assignment, to be held as additional security for Tenant’s obligations to remove the Required Sublease Improvements upon expiration or earlier termination of this Lease as required by Paragraph 25(a). Tenant shall reimburse pay to Landlord upon demand Landlord's standard applicable fee set by BPC Policy No. 106 for any reasonable out-of-pocket expenses incurred by Landlord the review of subleases in connection with such reviewLandlord reviewing each Hotel Management Agreement pursuant to the Reimbursement Procedure, including reasonable attorneys’ fees, and such obligation regardless of whether the Hotel Management Agreement is consummated or Landlord's consent thereto is granted. Any Hotel Management Agreement shall be an Additional Chargesubject to the terms and provisions of this Lease.

Request for Consent. If Tenant desires at any time to enter into an Assignment of this Lease or a Sublease is proposed for which Landlord consent is required, Tenant shall notify Landlord in writing, which notice (the "Sublease Notice") shall include (i) the proposed effective date of the Sublease, which shall not be less than sixty (60) days and not more than one hundred eighty (180) days after the date of delivery of the Sublease Notice, (ii) a narrative description, with supporting documents, of the proposed Sublease, including without limitation, the name of the proposed Subtenant, 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 proposed sublease agreement, (vi) a statement of any current litigation or any portion thereof litigation which was resolved within the prior five (5) years affecting the proposed Subtenant and (vii) such other information as Landlord may 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 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 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 requiredrequired pursuant to the Reimbursement Procedure, it regardless of whether the Sublease is consummated or Xxxxxxxx's consent thereto is granted. Any Sublease shall first give written notice be subject to Landlord of its desire to do so, which notice shall contain (i) the name of the proposed assignee, subtenant or occupant; (ii) the name and nature of the proposed assignee’s, subtenant’s, or occupant’s business to be carried on in the Premises; (iii) the terms and provisions of this Lease. The burden of producing evidence and the proposed Assignment or Sublease; burden of proof showing Landlord that a prospective Subtenant meets each and (iv) such financial and other information as Landlord may reasonably request concerning the proposed assignee, 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, demising walls and/or other improvements, additions or alterations necessary to cause the Premises to be suitable for multiple tenants (all of the foregoing collectivelyaforesaid qualifications and standards and that Landlord breached, “Required Sublease Improvements”)or did not act reasonably under, this Section 11.1, shall be installed and provided by Tenant (or, at Landlord’s sole option, by Landlord but at on the 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 Landlord’s reasonable judgment, to cause the removal of the Required Sublease Improvements and restoration of the Premises to its condition prior to installation of the Required Sublease Improvements upon the earlier of expiration or termination of the Sublease or Assignment or this Lease be provided by Tenant to Landlord upon Landlord’s approval of such Sublease or Assignment, to be held as additional security for Tenant’s obligations to remove the Required Sublease Improvements upon expiration or earlier termination of this Lease as required by Paragraph 25(a). Tenant shall reimburse Landlord upon demand for any reasonable out-of-pocket expenses incurred by Landlord in connection with such review, including reasonable attorneys’ fees, and such obligation shall be an Additional Charge.

Request for Consent. If Tenant desires at any time to enter into an Assignment of this Lease or a Sublease of the Premises or any portion thereof Transfer is proposed for which Landlord’s Landlord consent is required, it Tenant shall first give written notice to notify Landlord of its desire to do soin writing, which notice (the "Transfer Notice") shall contain include (i) the proposed effective date of the Transfer, which shall not be less than ninety (90) days and not more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) narrative description, with supporting documents, of the proposed Transfer, including without limitation, the name of the Transferee, the proposed assigneeuse of the Premises and the Improvements following the proposed Transfer, subtenant the experience of the Transferee, the organizational structure of the Transferee that depicts all Persons that hold twenty percent (20%) or occupant; 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, (iiiii) all of the material terms of the proposed Transfer, including without limitation, any proposed encumbrances, (iv) with respect to an Assignment, the name and nature 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’s, subtenant’s, or occupant’s business 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 all existing and/or proposed documentation pertaining to the proposed Transfer, including all existing and proposed operative documents to be carried on executed to evidence such Transfer and the agreements incidental or related to such Transfer, which shall at a minimum include, organizational documents, (vii) 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 Premises; (iii) the terms and provisions case of an Assignment only, financial statements of the proposed Assignment 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 a reputable, certified public accountant or Sublease; 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, as applicable (which shall be audited if that is the customary practice of the Transferee), and (ivix) such financial and other information as Landlord may reasonably request concerning the proposed assignee, subtenant or occupantrequire. Any improvementsAssignment made without Xxxxxxxx's prior written consent shall, additionsat 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 Policy No. 106, or alterations its equivalent, in connection with Landlord reviewing each Transfer for which Landlord consent is required pursuant to the Premises Reimbursement Procedure, regardless of whether the Transfer is consummated or either Building Xxxxxxxx's consent thereto is granted. Any Transfer shall be subject to the terms and provisions of this Lease. The burden of producing evidence and the burden of proof showing Landlord 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, demising walls and/or other improvements, additions or alterations necessary to cause the Premises to be suitable for multiple tenants (prospective Transferee meets each and all of the foregoing collectivelyaforesaid qualifications and standards and that Landlord breached, “Required Sublease Improvements”)or did not act reasonably or in good faith, under this Section 11.5 shall be installed and provided by Tenant (or, at Landlord’s sole option, by Landlord but at on the 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 Landlord’s reasonable judgment, to cause the removal of the Required Sublease Improvements and restoration of the Premises to its condition prior to installation of the Required Sublease Improvements upon the earlier of expiration or termination of the Sublease or Assignment or this Lease be provided by Tenant to Landlord upon Landlord’s approval of such Sublease or Assignment, to be held as additional security for Tenant’s obligations to remove the Required Sublease Improvements upon expiration or earlier termination of this Lease as required by Paragraph 25(a). Tenant shall reimburse Landlord upon demand for any reasonable out-of-pocket expenses incurred by Landlord in connection with such review, including reasonable attorneys’ fees, and such obligation shall be an Additional Charge.

Request for Consent. If Tenant desires seeks to make a Transfer, Tenant shall notify Landlord, in writing (“Tenant’s Notice”), and deliver to Landlord at any time least thirty (30) days prior to enter into an Assignment the proposed commencement date of this Lease or the Transfer (“Proposed Effective Date”) the following: (i) a Sublease description of the portion of the Premises or any portion thereof for which Landlord’s consent is required, it shall first give written notice to Landlord of its desire to do so, which notice shall contain be transferred (i) the name of the proposed assignee, subtenant or occupant“Subject Space”); (ii) all of the terms of the proposed Transfer, including without limitation, the Proposed Effective Date, the name and nature address of the proposed assignee’sTransferee, subtenant’sand a copy of the existing or proposed assignment, sublease or occupant’s business to be carried on in other agreement governing the Premisesproposed Transfer; (iii) the terms and provisions current financial statements of the proposed Assignment Transferee certified by an officer, member, partner or Subleaseowner thereof, and, if available, audited financial statements for the previous three (3) most recent consecutive fiscal years; and (iv) such financial and other information as Landlord may then reasonably request concerning require. Within ten (10) business days after Landlord’s receipt of the Tenant’s Notice Landlord shall notify Tenant, in writing, of its determination with respect to such requested proposed assignee, subtenant or occupantTransfer and Landlord’s election as set forth in Section 14.5. Any improvements, additions, or alterations If Landlord does not elect to recapture pursuant to Section 14.5 and Landlord does consent to the Premises requested proposed Transfer, Tenant may thereafter assign its interests in and to this Lease or either Building that are required by applicable Laws sublease all 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, demising walls and/or other improvements, additions or alterations necessary to cause the Premises to be suitable for multiple tenants (all of the foregoing collectively, “Required Sublease Improvements”), shall be installed and provided by Tenant (or, at Landlord’s 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 Landlord’s reasonable judgment, to cause the removal of the Required Sublease Improvements and restoration portion of the Premises to its condition prior to installation of the Required Sublease Improvements upon same party and on the earlier of expiration or termination of same terms as set forth in the Sublease or Assignment or this Lease be provided by Tenant to Landlord upon Landlord’s approval of such Sublease or Assignment, to be held as additional security for Tenant’s obligations to remove the Required Sublease Improvements upon expiration or earlier termination of this Lease as required by Paragraph 25(a). Tenant shall reimburse Landlord upon demand for any reasonable out-of-pocket expenses incurred by Landlord in connection with such review, including reasonable attorneys’ fees, and such obligation shall be an Additional ChargeNotice.

Request for Consent. If Tenant desires seeks to make a Transfer, Tenant shall notify Landlord, in writing, and deliver to Landlord at any time least thirty (30) days (but not more than one hundred eighty (180) days) prior to enter into an Assignment the proposed commencement date of this Lease or the Transfer (the “Proposed Effective Date”) the following information and documents (the “Tenant’s Notice”): (i) a Sublease description of the portion of the Premises or any portion thereof for which Landlord’s consent is required, it shall first give written notice to Landlord of its desire to do so, which notice shall contain be transferred (i) the name of the proposed assignee, subtenant or occupant“Subject Space”); (ii) all of the terms of the proposed Transfer including without limitation, the Proposed Effective Date, the name and nature address of the proposed assignee’sTransferee, subtenant’sand a copy of the existing or proposed assignment, sublease or occupant’s business to be carried on in other agreement governing the Premisesproposed Transfer; (iii) the terms and provisions current financial statements of the proposed Assignment Transferee certified by an officer, member, partner or Sublease; owner thereof, and (iv) any such financial and other information as Landlord may then reasonably request concerning the proposed assigneerequire, 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, including without limitation, demising walls and/or other improvements, additions or alterations necessary to cause audited financial statements for the Premises to be suitable for multiple tenants previous three (all of 3) most recent consecutive fiscal years; (iv) the foregoing collectively, “Required Sublease Improvements”Plans and Specifications (defined below), if any; and (v) such other information as Landlord may then reasonably require. Tenant shall be installed and provided give Landlord the Tenant’s Notice by Tenant (or, registered or certified mail addressed to Landlord at Landlord’s sole option, by Landlord but at Address specified in the Basic Lease Information. Within fifteen (15) days after Xxxxxxxx’s receipt of the Tenant’s expense)Notice (the “Landlord Response Period”) Landlord shall notify Tenant, without cost or expense in writing, of its determination with respect to Landlordsuch requested proposed Transfer and the election to recapture the Subject Space. If Landlord elects to recapture the Subject Space, Tenant may condition 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 any the requested proposed Sublease Transfer, Tenant may thereafter assign its interests in and to this Lease or Assignment on both (x) the construction of Required Sublease Improvements, and (y) sublease all or a requirement that funds sufficient, in Landlord’s reasonable judgment, to cause the removal of the Required Sublease Improvements and restoration portion of the Premises to its condition prior the same party and on the same terms as set forth in the Tenant’s Notice. If Landlord fails to installation of respond to Xxxxxx’s Notice within Landlord’s Response Period, then, the Required Sublease Improvements proposed Transfer shall then be deemed disapproved by Landlord. As Additional Rent hereunder, Tenant shall upon the earlier Transfer pay to Landlord, a transfer fee in the amount of expiration or termination of the Sublease or Assignment or this Lease be provided by Tenant to Landlord upon Landlord’s approval of such Sublease or Assignmentone thousand dollars ($1,000) (“Transfer Fee”), to be held as additional security for Tenant’s obligations to remove the Required Sublease Improvements upon expiration or earlier termination of this Lease as required by Paragraph 25(a). plus Tenant shall promptly reimburse Landlord upon demand for any actual and reasonable out-of-pocket legal and other expenses incurred by Landlord in connection with such review, including reasonable attorneys’ fees, and such obligation shall be an Additional Chargeany actual or proposed Transfer. This Transfer Fee is due at the time that any request for Transfer is made.

Request for Consent. If Tenant desires seeks to make a Transfer, Tenant shall notify Landlord, in writing, and deliver to Landlord at any time least thirty (30) days (but not more than one hundred eighty (180) days) prior to enter into an Assignment the proposed commencement date of this Lease or the Transfer (the "Proposed Effective Date") the following information and documents (the "Tenant's Notice"): (i) a Sublease description of the portion of the Premises or any portion thereof for which Landlord’s consent is required, it shall first give written notice to Landlord be transferred (ii) all of its desire to do so, which notice shall contain (i) the name terms of the proposed assigneeTransfer including without limitation, subtenant or occupant; (ii) the Proposed Effective Date, the name and nature address of the proposed assignee’sTransferee, subtenant’sand a copy of the existing or proposed assignment, sublease or occupant’s business to be carried on in other agreement governing the Premisesproposed Transfer ("Transfer Document(s)"); (iii) the terms and provisions current financial statements of the proposed Assignment Transferee certified by an officer, member, partner or Sublease; owner thereof, and (iv) any such financial and other information as Landlord may then reasonably request concerning the proposed assigneerequire, 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, including without limitation, demising walls and/or audited financial statements for the previous three (3) most recent consecutive fiscal years; (iv) the Plans and Specifications (defined below), if any; and (v) such other improvementsinformation as Landlord may then reasonably require. Tenant shall give Landlord the Tenant's Notice in accordance with the provisions of Section 31.9. Within thirty (30) days after Landlord's receipt of the Tenant's Notice (the "Landlord Response Period") Landlord shall notify Tenant, additions in writing, of its determination with respect to such requested proposed Transfer. If Landlord consents to the requested proposed Transfer, Tenant may thereafter assign its interests in and to this Lease or alterations necessary to cause 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 shall have given to Landlord a second notice in accordance with the provisions of Section 31.9 and, if within ten (10) days after Landlord's receipt of such Second Notice (the "Second Response Period"), Landlord fails to respond thereto prior to the end of the Second Response Period, the proposed Transfer shall then be suitable deemed approved by Landlord. Criteria for multiple tenants 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 foregoing collectivelyRent 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, “Required Sublease Improvements”)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 installed deemed a Transfer and provided by Tenant (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 sole 's option, shall constitute a material and incurable default by Landlord but at Tenant’s expense). As Additional Rent hereunder, 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 Landlord’s reasonable judgment, to cause the removal of the Required Sublease Improvements and restoration of the Premises to its condition prior to installation of the Required Sublease Improvements upon the earlier of expiration or termination of the Sublease or Assignment or this Lease be provided by Tenant shall pay to Landlord upon Landlord’s approval a fee in the amount of such Sublease or Assignment, to be held as additional security for Tenant’s obligations to remove the Required Sublease Improvements upon expiration or earlier termination of this Lease as required by Paragraph 25(a). one thousand two hundred dollars ($1,200) plus Tenant shall promptly reimburse Landlord upon demand for any reasonable out-of-pocket actual legal and other expenses incurred by Landlord in connection with such review, including reasonable attorneys’ fees, and such obligation shall be an Additional Chargeany actual or proposed Transfer.

Request for Consent. If Tenant desires seeks to make a Transfer, Tenant shall notify Landlord, in writing, and deliver to Landlord at any time least thirty (30) days (but not more than one hundred eighty (180) days) prior to enter into an Assignment the proposed commencement date of this Lease or the Transfer (the “Proposed Effective Date”) the following information and documents (the “Tenant’s Notice”): (i) a Sublease description of the portion of the Premises or any portion thereof for which Landlord’s consent is required, it shall first give written notice to Landlord of its desire to do so, which notice shall contain be transferred (i) the name of the proposed assignee, subtenant or occupant“Subject Space”); (ii) all of the terms of the proposed Transfer including without limitation, the Proposed Effective Date, the name and nature address of the proposed assignee’sTransferee, subtenant’sand a copy of the existing or proposed assignment, sublease or occupant’s business to be carried on in other agreement governing the Premisesproposed Transfer; (iii) the terms and provisions current financial statements of the proposed Assignment Transferee certified by an officer, member, partner or Sublease; owner thereof, and (iv) any such financial and other information as Landlord may then reasonably request concerning the proposed assigneerequire, 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, including without limitation, demising walls and/or other improvements, additions financial statements for the previous three (3) most recent consecutive fiscal years if available (audited or alterations necessary to cause non-audited as the Premises to be suitable for multiple tenants case may be); (all of iv) the foregoing collectively, “Required Sublease Improvements”Plans and Specifications (defined below), if any; and (v) such other information as Landlord may then reasonably require. Tenant shall be installed and provided give Landlord the Tenant’s Notice by Tenant (or, registered or certified mail addressed to Landlord at Landlord’s sole option, by Landlord but at Address specified in the Basic Lease Information. Within thirty (30) days after Landlord’s receipt of the Tenant’s expense), without cost or expense to Landlord. Notice (the “Landlord may condition its consent to any proposed Sublease or Assignment on both (xResponse Period”) the construction of Required Sublease Improvements, and (y) a requirement that funds sufficientLandlord shall notify Tenant, in writing, of its determination with respect to such requested proposed Transfer. If Landlord fails to respond to Tenant’s Notice within Landlord’s reasonable judgmentResponse Period, then, after Tenant delivers to cause Landlord fifteen (15) days written notice (the removal “Second Response Period”) and Landlord fails to respond thereto prior to the end of the Required Sublease Improvements and restoration of Second Response Period, the Premises to its condition prior to installation of the Required Sublease Improvements upon the earlier of expiration or termination of the Sublease or Assignment or this Lease proposed Transfer shall then be provided deemed approved by Tenant to Landlord upon Landlord’s approval of such Sublease or Assignment, to be held as additional security for Tenant’s obligations to remove the Required Sublease Improvements upon expiration or earlier termination of this Lease as required by Paragraph 25(a). Tenant shall reimburse Landlord upon demand for any reasonable out-of-pocket expenses incurred by Landlord in connection with such review, including reasonable attorneys’ fees, and such obligation shall be an Additional Charge.

Request for Consent. If Tenant desires at any time to enter into an Assignment of this Lease or a Sublease of the Premises or any portion thereof Hotel Management Agreement is proposed for which Landlord’s Landlord consent is required, it Tenant shall first give written notice to notify Landlord of its desire to do soin writing, which notice (the “Hotel Management Agreement Notice”) shall contain include (a) the proposed effective date of the Hotel Management Agreement, which shall not be more than six (6) months after the later of: (i) the name date of delivery of the Hotel Management Agreement Notice containing all of the information required in clauses (b) and (c) and (ii) Landlord’s review of the original unredacted version of the proposed assigneeHotel Management Agreement at Landlord’s office at 0000 Xxxxxxx Xxxxxxx, subtenant or occupant; Xxx Xxxxx, Xxxxxxxxxx, (iib) the name and nature a copy of the proposed assignee’s, subtenant’s, or occupant’s business to be carried on in 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 Premises; (iii) the terms and provisions redacted version of the Hotel Management Agreement is a true, correct and complete copy of the final proposed Assignment or Sublease; Hotel Management Agreement except for the redactions and (ivc) such financial and other information as Landlord may reasonably request concerning 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 assigneeHotel Management Agreement or (2) of any additional information that Landlord reasonably requires to evaluate the proposed Hotel Management Agreement, subtenant as applicable. Landlord shall notify Tenant that it consents or occupantdoes 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 proposed Hotel Management Agreement. 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 LandlordHotel Management Agreement executed without Xxxxxxxx’s reasonable judgment, as a result of any such Sublease or Assignment including, without limitation, demising walls and/or other improvements, additions or alterations necessary to cause the Premises to be suitable for multiple tenants (all of the foregoing collectively, “Required Sublease Improvements”), shall be installed and provided by Tenant (orprior written consent shall, at Landlord’s sole option, by Landlord but at Tenant’s expense)be null, without cost or expense to void and of no effect and not binding on 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 Landlord’s reasonable judgment, to cause the removal of the Required Sublease Improvements and restoration of the Premises to its condition prior to installation of the Required Sublease Improvements upon the earlier of expiration or termination of the Sublease or Assignment or this Lease be provided by Tenant to Landlord upon Landlord’s approval of such Sublease or Assignment, to be held as additional security for Tenant’s obligations to remove the Required Sublease Improvements upon expiration or earlier termination of this Lease as required by Paragraph 25(a). Tenant shall reimburse pay to Landlord upon demand Landlord’s standard applicable fee set by BPC Policy No. 106 for any reasonable out-of-pocket expenses incurred by Landlord the review of subleases in connection with such reviewLandlord reviewing each Hotel Management Agreement pursuant to the Reimbursement Procedure, including reasonable attorneys’ fees, and such obligation regardless of whether the Hotel Management Agreement is consummated or Landlord’s consent thereto is granted. Any Hotel Management Agreement shall be an Additional Chargesubject to the terms and provisions of this Lease.

Request for Consent. If The Tenant desires at any time to enter into an Assignment shall not effect a Transfer of this Lease or a Sublease of all or part of the Leased Premises or any portion thereof for which without the prior consent in writing of the Landlord’s consent is required, it shall first give written notice to Landlord of its desire to do so, which notice consent shall contain (i) not, provided no Event of Default has occurred, be unreasonably withheld. Provided that the name Tenant shall, at the time the Tenant shall request the consent of the proposed assigneeLandlord, subtenant or occupant; deliver to the Landlord such information in writing (iiherein called the "required information") as the name and nature of the proposed assignee’s, subtenant’s, or occupant’s business to be carried on in the Premises; (iii) the terms and provisions of the proposed Assignment or Sublease; and (iv) such financial and other information as Landlord may reasonably request concerning require respecting the proposed assignee, 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 Transferee including, without limitation, demising walls and/or other improvementsthe name, additions or alterations necessary 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 its option, to cause terminate this Lease if the Premises request relates to be suitable for multiple tenants (all of the foregoing collectivelyLeased Premises or, “Required Sublease Improvements”)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 nor more than sixty (60) days written notice of termination to the Tenant. In the event of such termination the Rent and other payments required to be made by the Tenant hereunder shall be installed adjusted to the date of termination and provided by Tenant (orin the case of a partial termination, at Landlord’s 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) Rent shall xxxxx in the construction of Required Sublease Improvements, and (y) a requirement proportion that funds sufficient, in Landlord’s reasonable judgment, to cause the removal area of the Required Sublease Improvements and restoration portion of the Leased Premises for which this Lease is terminated bears to its condition prior to installation the area of the Required Sublease Improvements upon the earlier of expiration or termination of the Sublease or Assignment or Leased Premises and this Lease shall be provided by Tenant to Landlord upon Landlord’s approval of such Sublease or Assignment, deemed to be held as additional security for Tenant’s obligations amended accordingly. If the Landlord elects to remove the Required Sublease Improvements upon expiration or earlier termination of terminate this Lease as required to all or part of the Leased Premises, the Tenant may by Paragraph 25(a)written notice (given within ten (10) days or such longer time as the Landlord may consent to in writing after receipt of the Landlord's notice of termination) notify the Landlord of the Tenant'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 within such time period that it intends to refrain from such Transfer, then the Landlord's election to terminate this Lease in whole or in part shall reimburse Landlord upon demand for any reasonable out-of-pocket expenses incurred become null and void. Otherwise, the Landlord's termination shall take effect on the date stipulated by the Landlord in connection with such review, including reasonable attorneys’ fees, and such obligation shall be an Additional Chargeits notice of termination.

Request for Consent. If Tenant desires seeks to make a Transfer, Tenant shall notify Landlord, in writing, and deliver to Landlord at any time least fifteen (15) days (but not more than ninety (90) days) prior to enter into an Assignment the proposed commencement date of this Lease or the Transfer (the "Proposed Effective Date") the following information and documents (the "Tenant's Notice"): (i) a Sublease description of the portion of the Premises or any portion thereof for which Landlord’s consent is required, it shall first give written notice to Landlord of its desire to do so, which notice shall contain be transferred (i) the name of the proposed assignee, subtenant or occupant"Subject Space"); (ii) all of the terms of the proposed Transfer including without limitation, the Proposed Effective Date, the name and nature address of the proposed assignee’sTransferee, subtenant’sand a copy of the existing or proposed assignment, sublease or occupant’s business to be carried on in other agreement governing the Premisesproposed Transfer; (iii) the terms and provisions current financial statements of the proposed Assignment Transferee certified by an officer, member, partner or Sublease; owner thereof, and (iv) any such financial and other information as Landlord may then reasonably request concerning the proposed assigneerequire, 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, including without limitation, demising walls and/or audited financial statements for the previous three (3) most recent consecutive fiscal years (if available); (iv) the Plans and Specifications (defined below), if any; and (v) such other improvements, additions information as Landlord may then reasonably require. Tenant shall give Landlord the Tenant's Notice by registered or alterations necessary certified mail addressed to cause Landlord at Landlord's Address specified in the Premises to be suitable for multiple tenants Basic Lease Information. Within fifteen (all 15) days after Xxxxxxxx's receipt of the foregoing collectivelyTenant's Notice (the "Landlord Response Period") Landlord shall notify Tenant, “Required Sublease Improvements”)in writing, shall be installed of its determination with respect to such requested proposed Transfer and provided by Tenant (or, at Landlord’s sole option, by the election to recapture as set forth in Section 14.5 below. If Landlord but at Tenant’s expense), without cost or expense does not elect to Landlord. recapture pursuant to the provisions of Section 14.5 hereof and Landlord may condition its does consent to any the requested proposed Sublease Transfer, Tenant may thereafter assign its interests in and to this Lease or Assignment on both (x) the construction of Required Sublease Improvements, and (y) sublease all or a requirement that funds sufficient, in Landlord’s reasonable judgment, to cause the removal of the Required Sublease Improvements and restoration portion of the Premises to its condition the same party and on the same terms as set forth in the Tenant's Notice. If Landlord fails to respond to Xxxxxx's Notice within Landlord's Response Period, then, after Xxxxxx delivers to Landlord thirty (30) days written notice (the "Second Response Period") and Landlord fails to respond thereto prior to installation the end of the Required Sublease Improvements upon Second Response Period, the earlier of expiration or termination of the Sublease or Assignment or this Lease proposed Transfer shall then be provided deemed approved by Tenant to Landlord upon Landlord’s approval of such Sublease or Assignment, to be held as additional security for Tenant’s obligations to remove the Required Sublease Improvements upon expiration or earlier termination of this Lease as required by Paragraph 25(a). Tenant shall reimburse Landlord upon demand for any reasonable out-of-pocket expenses incurred by Landlord in connection with such review, including reasonable attorneys’ fees, and such obligation shall be an Additional Charge.

Request for Consent. If Tenant desires seeks to make a Transfer, Tenant shall notify Landlord, in writing, and deliver to Landlord at any time least thirty (30) days (but not more than one hundred eighty (180) days) prior to enter into an Assignment the proposed commencement date of this Lease or the Transfer (the "Proposed Effective Date") the following information and documents (the "Tenant Notice"): (i) a Sublease description of the portion of the Premises or any portion thereof for which Landlord’s consent is required, it shall first give written notice to Landlord of its desire to do so, which notice shall contain be transferred (i) the name of the proposed assignee, subtenant or occupant"Subject Space"); (ii) all of terms of the proposed Transfer including without limitation, the Proposed Effective Date, the name and nature address of the proposed assignee’sTransferee, subtenant’sand a copy of the existing or proposed assignment, sublease or occupant’s business to be carried on in other agreement governing the Premisesproposed Transfer; (iii) the terms and provisions current financial statements of the proposed Assignment Transferee certified by an officer, member, partner or Sublease; owner thereof, and (iv) any such financial and other information as Landlord may then reasonably request concerning the proposed assigneerequire, 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, including without limitation, demising walls and/or other improvementsaudited financial statements for the previous three (3) most recent consecutive fiscal years, additions or alterations necessary to cause if available; (iv) the Premises to be suitable for multiple tenants Plans and Specifications (all of the foregoing collectively, “Required Sublease Improvements”defined below), shall be installed if any; and provided by Tenant (or, at Landlord’s sole option, by Landlord but at Tenant’s expense), without cost or expense to Landlord. v) such other information as 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 Landlord’s reasonable judgment, to cause the removal of the Required Sublease Improvements and restoration of the Premises to its condition prior to installation of the Required Sublease Improvements upon the earlier of expiration or termination of the Sublease or Assignment or this Lease be provided by Tenant to Landlord upon Landlord’s approval of such Sublease or Assignment, to be held as additional security for Tenant’s obligations to remove the Required Sublease Improvements upon expiration or earlier termination of this Lease as required by Paragraph 25(a)then reasonably require. Tenant shall reimburse give Landlord upon demand for any reasonable out-of-pocket expenses incurred the Tenant's Notice by registered or certified mail addressed to Landlord at Landlord's Address specified in connection the Basic Lease Information. Within thirty (30) 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 review, including reasonable attorneys’ fees, requested proposed Transfer and such obligation shall be an Additional Charge.the election to recapture as set forth in Section 14.5

Request for Consent. If Tenant desires seeks to make a Transfer, Tenant shall notify Landlord, in writing, and deliver to Landlord at any time least thirty (30) days (but not more than one hundred eighty (180) days) prior to enter into an Assignment the proposed commencement date of this Lease or the Transfer (the “Proposed Effective Date”) the following information and documents (the “Tenant Notice”): (i) a Sublease description of the portion of the Premises or any portion thereof for which Landlord’s consent is required, it shall first give written notice to Landlord of its desire to do so, which notice shall contain be transferred (i) the name of the proposed assignee, subtenant or occupant“Subject Space”); (ii) all of terms of the proposed Transfer including without limitation, the Proposed Effective Date, the name and nature address of the proposed assignee’sTransferee, subtenant’sand a copy of the existing or proposed assignment, sublease or occupant’s business to be carried on in other agreement governing the Premisesproposed Transfer; (iii) the terms and provisions current financial statements of the proposed Assignment Transferee certified by an officer, member, partner or Sublease; owner thereof, and (iv) any such financial and other information as Landlord may then reasonably request concerning the proposed assigneerequire, 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, including without limitation, demising walls and/or audited financial statements for the previous three (3) most recent consecutive fiscal years, if available; (iv) the Plans and Specifications (defined below), if any; and (v) such other improvementsinformation 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 Lease Information. Within thirty (30) days after Landlord’s receipt of the Tenant’s Notice (the “Landlord Response Period”) Landlord shall notify Tenant, additions in writing, of its determination with respect to such requested proposed Transfer or alterations necessary of Landlord’s election to cause terminate such portion of the Premises which is proposed to be suitable for multiple tenants (all sublet or assigned and recapture such portion of the foregoing collectivelyPremises for reletting by Landlord; provided, “Required Sublease Improvements”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 defined in Section 14.7 below), shall be installed and provided or (b) seventy-five percent (75%) or more of the Premises is being subleased by Tenant (oror such that including the proposed sublease, at a total of 75% or more of the Premises shall be subleased by Tenant) for the balance of the then remaining Term. If Landlord exercises the recapture right, the Lease shall terminate as to the Subject Space on the date that is thirty (30) days after Landlord’s sole optiondelivery of the exercise notice, by 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 but at Tenant’s expense), without cost or expense to Landlord. Landlord may condition its does consent to any the requested proposed Sublease Transfer, Tenant may thereafter assign its interests in and to this Lease or Assignment on both (x) the construction of Required Sublease Improvements, and (y) sublease all or a requirement that funds sufficient, in Landlord’s reasonable judgment, to cause the removal of the Required Sublease Improvements and restoration portion of the Premises to its condition 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) days written notice (the “Second Response Period”) and Landlord fails to respond thereto prior to installation the end of the Required Sublease Improvements upon Second Response Period, the earlier of expiration or termination of the Sublease or Assignment or this Lease proposed Transfer shall then be provided by Tenant to Landlord upon Landlord’s approval of such Sublease or Assignment, to be held as additional security for Tenant’s obligations to remove the Required Sublease Improvements upon expiration or earlier termination of this Lease as required by Paragraph 25(a). Tenant shall reimburse Landlord upon demand for any reasonable out-of-pocket expenses incurred deemed approved by Landlord in connection with such review, including reasonable attorneys’ fees, and such obligation Landlord shall be an Additional Chargedeemed to have waived the recapture right set forth above.

Request for Consent. If Tenant desires requests Landlord's consent to a ------------------- Transfer, then, at any time least 15 business days prior to enter into an Assignment of this Lease or a Sublease the effective date of the Premises 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 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 reasonable attorneys' fees incurred in connection with considering any request for consent to a Transfer. If Landlord fails to notify Tenant that it approves or any portion thereof for which Landlord’s consent is required, it shall first give written notice disapproves the requested Transfer within 15 business days after submission to Landlord of its desire to do so, which notice shall contain (i) the name of the proposed assignee, subtenant or occupant; (ii) the name and nature of the proposed assignee’s, subtenant’s, or occupant’s business to be carried on in the Premises; (iii) the terms and provisions of the proposed Assignment or Sublease; and (iv) such financial and other information as Landlord may reasonably request concerning the proposed assignee, 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, demising walls and/or other improvements, additions or alterations necessary to cause the Premises to be suitable for multiple tenants (all of the foregoing collectivelyitems required under this Section 10 and the Tenant's request for consent conspicuously states, “Required Sublease Improvements”)"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 be installed and provided by Tenant (or, at Landlord’s sole option, by Landlord but at Tenant’s expense), without cost or expense deemed 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 Landlord’s reasonable judgment, to cause the removal of the Required Sublease Improvements and restoration of the Premises to its condition prior to installation of the Required Sublease Improvements upon the earlier of expiration or termination of the Sublease or Assignment or this Lease be provided by Tenant to Landlord upon Landlord’s approval of have approved such Sublease or Assignment, to be held as additional security for Tenant’s obligations to remove the Required Sublease Improvements upon expiration or earlier termination of this Lease as required by Paragraph 25(a). Tenant shall reimburse Landlord upon demand for any reasonable out-of-pocket expenses incurred by Landlord in connection with such review, including reasonable attorneys’ fees, and such obligation shall be an Additional ChargeTransfer.

Request for Consent. If Tenant desires seeks to make a Transfer, Tenant shall notify Landlord, in writing, and deliver to Landlord at any time least thirty (30) days (but not more than one hundred eighty (180) days) prior to enter into an Assignment the proposed commencement date of this Lease or the Transfer (the “Proposed Effective Date”) the following information and documents (the “Tenant’s Notice”): (i) a Sublease description of the portion of the Premises or any portion thereof for which Landlord’s consent is required, it shall first give written notice to Landlord of its desire to do so, which notice shall contain be transferred (i) the name of the proposed assignee, subtenant or occupant“Subject Space”); (ii) all of the terms of the proposed Transfer including without limitation, the Proposed Effective Date, the name and nature address of the proposed assignee’sTransferee, subtenant’sand a copy of the existing or proposed assignment, sublease or occupant’s business to be carried on in other agreement governing the Premisesproposed Transfer; (iii) the terms and provisions current financial statements of the proposed Assignment Transferee certified by an officer, member, partner or Sublease; owner thereof, and (iv) any such financial and other information as Landlord may then reasonably request concerning the proposed assigneerequire, 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, including without limitation, demising walls and/or other improvementsaudited financial statements for the previous three (3) most recent consecutive fiscal years, additions or alterations necessary to cause if the Premises to be suitable proposed Transferee was in operation for multiple tenants that period of time; (all of iv) the foregoing collectively, “Required Sublease Improvements”Plans and Specifications (defined below), if any; and (v) such other information as Landlord may then reasonably require. Tenant shall be installed and provided give Landlord the Tenant’s Notice by Tenant (or, registered or certified mail addressed to Landlord at Landlord’s sole option, by Landlord but at Address specified in the Basic Lease Information. Within ten (10) business days after Landlord’s receipt of the Tenant’s expense)Notice (the “Landlord Response Period”) Landlord shall notify Tenant, without cost or expense in writing, of its determination with respect to Landlordsuch requested proposed Transfer. If Landlord may condition its does consent to any the requested proposed Sublease Transfer, Tenant may thereafter assign its interests in and to this Lease or Assignment on both (x) the construction of Required Sublease Improvements, and (y) sublease all or a requirement that funds sufficient, in Landlord’s reasonable judgment, to cause the removal of the Required Sublease Improvements and restoration portion of the Premises to its condition prior the same party and on the same terms as set forth in the Tenant’s Notice. If Landlord fails to installation of the Required Sublease Improvements upon the earlier of expiration or termination of the Sublease or Assignment or this Lease be provided by Tenant respond to Landlord upon Tenant’s Notice within Landlord’s approval of such Sublease or AssignmentResponse Period, to then the proposed Transfer shall then be held as additional security for Tenant’s obligations to remove the Required Sublease Improvements upon expiration or earlier termination of this Lease as required deemed approved by Paragraph 25(a). Tenant shall reimburse Landlord upon demand for any reasonable out-of-pocket expenses incurred by Landlord in connection with such review, including reasonable attorneys’ fees, and such obligation shall be an Additional ChargeLandlord.

Request for Consent. If Tenant desires seeks to make a Transfer, Tenant shall notify Landlord, in writing, and deliver to Landlord at any time least thirty (30) days (but not more than one hundred eighty (180) days) prior to enter into an Assignment the proposed commencement date of this Lease or the Transfer (the “Proposed Effective Date”) the following information and documents (the “Tenant’s Notice”): (i) a Sublease description of the portion of the Premises or any portion thereof for which Landlord’s consent is required, it shall first give written notice to Landlord of its desire to do so, which notice shall contain be transferred (i) the name of the proposed assignee, subtenant or occupant“Subject Space”); (ii) all of the terms of the proposed Transfer including without limitation, the Proposed Effective Date, the name and nature address of the proposed assignee’sTransferee, subtenant’sand a copy of the existing or proposed assignment, sublease or occupant’s business to be carried on in other agreement governing the Premisesproposed Transfer; (iii) the terms and provisions current financial statements of the proposed Assignment or Sublease; and Transferee certified (iv) 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 request concerning the proposed assigneerequire, 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, including without limitation, demising walls and/or other improvementsif available, additions or alterations necessary to cause audited financial statements for the Premises to be suitable for multiple tenants previous three (all of 3) most recent consecutive fiscal years; (iv) the foregoing collectively, “Required Sublease Improvements”Plans and Specifications (defined below), if any; and (v) such other information as Landlord may then reasonably require. Tenant shall be installed and provided give Landlord the Tenant’s Notice by Tenant (or, registered or certified mail addressed to Landlord at Landlord’s sole option, by Landlord but at Address specified in the Basic Lease Information. Within fifteen (15) business days after Landlord’s receipt of the Tenant’s expense)Notice Landlord shall notify Tenant, without cost or expense in writing, of its determination with respect to Landlordsuch requested proposed Transfer, the reasons therefor and the election to recapture as set forth in Section 14.5 below. If Landlord may condition its does not elect to recapture pursuant to the provisions of Section 14.5 hereof and Landlord does consent to any the requested proposed Sublease Transfer, Tenant may thereafter assign its interests in and to this Lease or Assignment on both (x) the construction of Required Sublease Improvements, and (y) sublease all or a requirement that funds sufficient, in Landlord’s reasonable judgment, to cause the removal of the Required Sublease Improvements and restoration portion of the Premises to its condition prior to installation of the Required Sublease Improvements upon same party and on the earlier of expiration or termination of same terms as set forth in the Sublease or Assignment or this Lease be provided by Tenant to Landlord upon Landlord’s approval of such Sublease or Assignment, to be held as additional security for Tenant’s obligations to remove the Required Sublease Improvements upon expiration or earlier termination of this Lease as required by Paragraph 25(a). Tenant shall reimburse Landlord upon demand for any reasonable out-of-pocket expenses incurred by Landlord in connection with such review, including reasonable attorneys’ fees, and such obligation shall be an Additional ChargeNotice.

Request for Consent. If Tenant desires seeks to make a Transfer, Tenant shall notify Landlord, in writing (“Tenant’s Notice”), and deliver to Landlord at any time least thirty (30) days prior to enter into an Assignment the proposed commencement date of this Lease or the Transfer (“Proposed Effective Date”) the following: (i) a Sublease description of the portion of the Premises or any portion thereof for which Landlord’s consent is required, it shall first give written notice to Landlord of its desire to do so, which notice shall contain be transferred (i) the name of the proposed assignee, subtenant or occupant“Subject Space”); (ii) all of the terms of the proposed Transfer, including without limitation, the Proposed Effective Date, the name and nature address of the proposed assignee’sTransferee, subtenant’sand a copy of the existing or proposed assignment, sublease or occupant’s business to be carried on in other agreement governing the Premisesproposed Transfer; (iii) the terms and provisions current financial statements of the proposed Assignment Transferee certified by an officer, member, partner or Subleaseowner thereof, and audited financial statements for the previous three (3) most recent consecutive fiscal years or if audited financial statements are unavailable, financial statements certified by an officer, member, partner or owner thereof; and (iv) such financial and other information as Landlord may then reasonably request concerning require. Within fifteen (15) 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 assignee, subtenant or occupantTransfer and Landlord’s election as set forth in Section 14.5. Any improvements, additions, or alterations If Landlord does not elect to recapture pursuant to Section 14.5 and Landlord does consent to the Premises requested proposed Transfer, Tenant may thereafter assign its interests in and to this Lease or either Building that are required by applicable Laws sublease all 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, demising walls and/or other improvements, additions or alterations necessary to cause the Premises to be suitable for multiple tenants (all of the foregoing collectively, “Required Sublease Improvements”), shall be installed and provided by Tenant (or, at Landlord’s 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 Landlord’s reasonable judgment, to cause the removal of the Required Sublease Improvements and restoration portion of the Premises to its condition prior to installation of the Required Sublease Improvements upon same party and on the earlier of expiration or termination of same terms as set forth in the Sublease or Assignment or this Lease be provided by Tenant to Landlord upon Landlord’s approval of such Sublease or Assignment, to be held as additional security for Tenant’s obligations to remove the Required Sublease Improvements upon expiration or earlier termination of this Lease as required by Paragraph 25(a). Tenant shall reimburse Landlord upon demand for any reasonable out-of-pocket expenses incurred by Landlord in connection with such review, including reasonable attorneys’ fees, and such obligation shall be an Additional ChargeNotice.

Request for Consent. If Tenant desires seeks to make a Transfer, Tenant shall notify Landlord, in writing, and deliver to Landlord at any time least thirty (30) days (but not more than one hundred eighty (180) days) prior to enter into an Assignment the proposed commencement date of this Lease or the Transfer (the “Proposed Effective Date”) the following information and documents (the “Tenant’s Notice”): (i) a Sublease description of the portion of the Premises or any portion thereof for which Landlord’s consent is required, it shall first give written notice to Landlord of its desire to do so, which notice shall contain be transferred (i) the name of the proposed assignee, subtenant or occupant“Subject Space”); (ii) all of the terms of the proposed Transfer including without limitation, the Proposed Effective Date, the name and nature address of the proposed assignee’sTransferee, subtenant’sand a copy of the existing or proposed assignment, sublease or occupant’s business to be carried on in other agreement governing the Premisesproposed Transfer; (iii) the terms and provisions current financial statements of the proposed Assignment Transferee certified by an officer, member, partner or Sublease; owner thereof, and (iv) any such financial and other information as Landlord may then reasonably request concerning the proposed assigneerequire, 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, including without limitation, demising walls and/or other improvements, additions or alterations necessary to cause audited financial statements for the Premises to be suitable for multiple tenants previous three (all of 3) most recent consecutive fiscal years (if available); (iv) the foregoing collectively, “Required Sublease Improvements”Plans and Specifications (defined below), if any; and (v) such other information as Landlord may then reasonably require. Tenant shall be installed and provided give Landlord the Tenant’s Notice by Tenant (or, registered or certified mail addressed to Landlord at Landlord’s sole option, by Landlord but at Address specified in the Basic Lease information. Within fifteen (15) business days after Landlord’s receipt of the Tenant’s expense)Notice (the “Landlord Response Period”) Landlord shall notify Tenant, without cost or expense in writing, of its determination with respect to Landlordsuch requested proposed Transfer and the election to recapture as set forth in Section 14.5 below. If Landlord may condition its does not elect to recapture pursuant to the provisions of Section 14.5 hereof and Landlord does consent to any the requested proposed Sublease transfer, Tenant may thereafter assign its interests in and to this Lease or Assignment on both (x) the construction of Required Sublease Improvements, and (y) sublease all or a requirement that funds sufficient, in Landlord’s reasonable judgment, to cause the removal of the Required Sublease Improvements and restoration portion of the Premises to its condition 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 ten (10) days written notice (the “Second Response Period”) and Landlord fails to respond thereto prior to installation the end of the Required Sublease Improvements upon Second Response Period, the earlier of expiration or termination of the Sublease or Assignment or this Lease proposed Transfer shall then be provided deemed approved by Tenant to Landlord upon Landlord’s approval of such Sublease or Assignment, to be held as additional security for Tenant’s obligations to remove the Required Sublease Improvements upon expiration or earlier termination of this Lease as required by Paragraph 25(a). Tenant shall reimburse Landlord upon demand for any reasonable out-of-pocket expenses incurred by Landlord in connection with such review, including reasonable attorneys’ fees, and such obligation shall be an Additional Charge.

Request for Consent. If Tenant desires seeks to make a Transfer, Tenant shall notify Landlord, in writing (“Tenant’s Notice”), and deliver to Landlord at any time least thirty (30) days prior to enter into an Assignment the proposed commencement date of this Lease or the Transfer (“Proposed Effective Date”) the following: (i) a Sublease description of the portion of the Premises or any portion thereof for which Landlord’s consent is required, it shall first give written notice to Landlord of its desire to do so, which notice shall contain be transferred (i) the name of the proposed assignee, subtenant or occupant“Subject Space”); (ii) all of the terms of the proposed Transfer, including without limitation, the Proposed Effective Date, the name and nature address of the proposed assignee’sTransferee, subtenant’sand a copy of the existing or proposed assignment, sublease or occupant’s business to be carried on in other agreement governing the Premisesproposed Transfer; (iii) the terms and provisions current financial statements of the proposed Assignment Transferee certified by an officer, member, partner or Subleaseowner thereof, and audited financial statements for the previous three (3) most recent consecutive fiscal years, if available; and (iv) such financial and other information as Landlord may then reasonably request concerning require. Within thirty (30) 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 assignee, subtenant or occupantTransfer and Landlord’s election as set forth in Section 14.5. Any improvements, additions, or alterations If Landlord does not elect to recapture pursuant to Section 14.5 and Landlord does consent to the Premises requested proposed Transfer, Tenant may thereafter assign its interests in and to this Lease or either Building that are required by applicable Laws sublease all 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, demising walls and/or other improvements, additions or alterations necessary to cause the Premises to be suitable for multiple tenants (all of the foregoing collectively, “Required Sublease Improvements”), shall be installed and provided by Tenant (or, at Landlord’s 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 Landlord’s reasonable judgment, to cause the removal of the Required Sublease Improvements and restoration portion of the Premises to its condition prior to installation of the Required Sublease Improvements upon same party and on the earlier of expiration or termination of same terms as set forth in the Sublease or Assignment or this Lease be provided by Tenant to Landlord upon Landlord’s approval of such Sublease or Assignment, to be held as additional security for Tenant’s obligations to remove the Required Sublease Improvements upon expiration or earlier termination of this Lease as required by Paragraph 25(a). Tenant shall reimburse Landlord upon demand for any reasonable out-of-pocket expenses incurred by Landlord in connection with such review, including reasonable attorneys’ fees, and such obligation shall be an Additional ChargeNotice.

Request for Consent. If Tenant desires at any time shall give Landlord fifteen (15) business days’ written notice of its intention to enter into an Assignment of assign this Lease or a Sublease of the Premises sublet all or any portion thereof for which Landlord’s consent is required, it shall first give written notice to Landlord of its desire to do sothe Leased Premises (“Notice of Intention”), which notice shall contain 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 transaction, the date on which the proposed assignment or sublease is to become effective, a summary of plans and specifications, if any, revising the 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 offer by Tenant. Within said fifteen (15) business days Landlord shall notify Tenant in writing of its determination with respect to requested 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 withhold consent to the proposed sublease or assignment (i) in the name event same is prohibited by the terms of the proposed assigneeSection 5.3 hereof, subtenant or occupant; (ii) the name and nature 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’sassignee 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, subtenant’sdoes not exercise its election as set forth in Section 8.3 hereof or does consent to the assignment or sublease, Tenant may thereafter assign this Lease or occupant’s business sublet all or any portion of the Leased Premises to be carried the same party and on the same terms as set forth in the Premises; (iii) notice. On or before the terms and provisions effective date of the proposed Assignment assignment or Sublease; and (iv) such financial and other information as Landlord may reasonably request concerning the proposed assigneesublease, 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, demising walls and/or other improvements, additions or alterations necessary to cause the Premises to be suitable for multiple tenants (all Tenant shall send an executed original of the foregoing collectively, “Required Sublease Improvements”), shall be installed and provided by Tenant (or, at Landlord’s sole option, by Landlord but at Tenant’s expense), without cost assignment or expense sublease to Landlord. Landlord may condition its consent to In the event any proposed Sublease such assignment or Assignment on both (x) sublease is executed, the construction of Required Sublease Improvements, assignee or subtenant shall assume and (y) a requirement that funds sufficient, in Landlord’s reasonable judgment, to cause the removal of the Required Sublease Improvements and restoration of the Premises to its condition prior to installation of the Required Sublease Improvements upon the earlier of expiration or termination of the Sublease or Assignment or this Lease be provided by Tenant to Landlord upon Landlord’s approval of such Sublease or Assignment, agree to be held as additional security for Tenant’s obligations to remove bound by all the Required Sublease Improvements upon expiration or earlier termination terms, covenants, conditions, provisions and agreements of this Lease as for the period covered by the assignment or sublease. Such assumption agreement shall be in writing in a form satisfactory to Landlord, and delivered to Landlord within five (5) days prior to the commencement of the occupancy set forth in the assignment or sublease. The consent by Landlord to any assignment or sublease shall not, nor shall it be deemed 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 Paragraph 25(a)“Tenant”. In the event Landlord consents to any such subletting or assignment, Tenant shall reimburse Landlord upon demand 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 any reasonable out-of-pocket expenses the payment of broker’s commissions incurred by Landlord in connection with such review, including subletting or assignment and the recovery by Tenant of reasonable attorneys’ fees, and fit-up costs actually expended by Tenant in connection with any such obligation shall be an Additional Chargesubletting or assignment.

Request for Consent. If The Tenant desires at any time to enter into an Assignment shall not effect a Transfer of this Lease or a Sublease of all or part of the Leased Premises or any portion thereof for which without the prior consent in writing of the Landlord’s consent is required, it shall first give written notice to Landlord of its desire to do so, which notice consent shall contain (i) not, provided no Event of Default has occurred, be unreasonably withheld. Provided that the name Tenant shall, at the time the Tenant shall request the consent of the proposed assigneeLandlord, subtenant or occupant; deliver to the Landlord such information in writing (iiherein called the "required information") as the name and nature of the proposed assignee’s, subtenant’s, or occupant’s business to be carried on in the Premises; (iii) the terms and provisions of the proposed Assignment or Sublease; and (iv) such financial and other information as Landlord may reasonably request concerning require respecting the proposed assignee, 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 Transferee including, without limitation, demising walls and/or other improvementsthe name, additions or alterations necessary 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 its option, to cause terminate this Lease if the Premises request relates to be suitable for multiple tenants (all of the foregoing collectivelyLeased Premises or, “Required Sublease Improvements”)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) nor more than sixty (60) days written notice of termination to the Tenant. In the event of such termination the Rent and other payments required to be made by the Tenant hereunder shall be installed adjusted to the date of termination and provided by Tenant (orin the case of a partial termination, at Landlord’s 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) Rent shall abate in proportion that the construction area of Required Sublease Improvements, and (y) a requirement that funds sufficient, in Landlord’s reasonable judgment, to cause the removal xxx portion of the Required Sublease Improvements and restoration Leased Premises for which this Lease is terminated bears to the area of the Leased Premises to its condition prior to installation of the Required Sublease Improvements upon the earlier of expiration or termination of the Sublease or Assignment or and this Lease shall be provided by Tenant to Landlord upon Landlord’s approval of such Sublease or Assignment, deemed to be held as additional security for Tenant’s obligations amended accordingly. If the Landlord elects to remove the Required Sublease Improvements upon expiration or earlier termination of terminate this Lease as required to all or part of the Leased Premises, the Tenant may by Paragraph 25(a)written notice (given within ten (10) days or such longer time as the Landlord may consent to in writing after receipt of the Landlord's notice of termination) notify the Landlord of the Tenant'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 within such time period that it intends to refrain from such Transfer, then the Landlord's election to terminate this Lease in whole or in part shall reimburse Landlord upon demand for any reasonable out-of-pocket expenses incurred become null and void. Otherwise the Landlord's termination shall take effect on the date stipulated by the Landlord in connection with such review, including reasonable attorneys’ fees, and such obligation shall be an Additional Chargeits notice of termination.

Request for Consent. If Tenant desires at any time to enter into an Assignment of this Lease or a Sublease of the Premises or any portion thereof Transfer for which Landlord’s 's consent is required, it shall first give written notice to Landlord of its desire to do so, which notice shall contain (i) the name of the proposed assignee, subtenant or occupant; (ii) the name and nature of the proposed assignee’s's, subtenant’s's, or occupant’s 's business to be carried on in the Premises; (iii) the terms and provisions of the proposed Assignment or SubleaseTransfer; and (iv) such financial and other information as Landlord may reasonably request concerning the proposed assignee, 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, 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 space so sublet (taking into account among other relevant factors the 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 Landlord may consider such market factors in its determination of whether to consent to such proposed Sublease. Any improvements, additions, or alterations to the Premises Building or either Building the Project that are required by applicable Laws or are deemed necessary or appropriate by Landlord, in Landlord’s 's reasonable judgment, as a result of any such Sublease or Assignment including, without limitation, demising walls and/or other improvements, additions or alterations necessary to cause the Premises to be suitable for multiple tenants (all of the foregoing collectively, “Required Sublease Improvements”)Assignment, shall be installed and provided by Tenant (or, at Landlord’s 's sole option, by Landlord but at Tenant’s '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 both (x) the construction of Required Sublease Improvementsimprovements required by applicable Laws or deemed necessary or appropriate by Landlord in its reasonable discretion, and (y) a requirement that funds sufficient, in Landlord’s reasonable judgment, to cause the removal of the Required Sublease Improvements and restoration of the Premises to its condition prior to installation of the Required Sublease Improvements upon the earlier of expiration or termination by reason of the Sublease or Assignment or this Lease be provided by Tenant to Landlord upon Landlord’s approval of such Sublease or Assignment, to be held as additional security for Tenant’s obligations to remove the Required Sublease Improvements upon expiration or earlier termination of this Lease as required by Paragraph 25(a). Tenant shall reimburse Landlord upon demand for any reasonable out-of-pocket expenses incurred by Landlord in connection with such review, including reasonable attorneys’ fees, and such obligation shall be an Additional Charge.

Request for Consent. If Tenant desires at any time to enter into an Assignment of this Lease or a Sublease of the Premises or any portion thereof for which Landlordrequests Xxxxxxxx’s consent is requiredto a Transfer (which consent shall not be unreasonably withheld or delayed), it shall first give written notice then, at least thirty (30) days prior to Landlord of its desire to do so, which notice shall contain (i) the name effective date of the proposed assigneeTransfer, subtenant or occupant; (ii) the name Tenant shall provide Landlord with a written description of all terms and nature conditions of the proposed assignee’sTransfer, subtenant’scopies of the proposed pertinent documentation, or occupant’s and the following information about the proposed transferee: name and address; reasonably satisfactory information about its business to be carried on in and business history; its proposed use of the Premises; (iii) the terms and provisions of the proposed Assignment or Sublease; and (iv) such banking, financial and other information as credit information; and general references sufficient to enable Landlord may reasonably request concerning to determine the proposed assigneetransferee’s creditworthiness and character. Concurrently with Xxxxxx’s notice of any request for consent to a Transfer, subtenant or occupant. Any improvementsTenant shall pay to Landlord a fee of $1,000 to defray Landlord’s expenses in reviewing such request, additions, or alterations to the Premises or either Building that are required by applicable Laws or are deemed necessary or appropriate by Landlord, in and Tenant shall also reimburse Landlord within thirty (30) days of request for Landlord’s reasonable judgment, as a result of any such Sublease or Assignment including, without limitation, demising walls and/or other improvements, additions or alterations necessary to cause the Premises to be suitable for multiple tenants (all of the foregoing collectively, “Required Sublease Improvements”), shall be installed and provided by Tenant (or, at Landlord’s 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 Landlord’s reasonable judgment, to cause the removal of the Required Sublease Improvements and restoration of the Premises to its condition prior to installation of the Required Sublease Improvements upon the earlier of expiration or termination of the Sublease or Assignment or this Lease be provided by Tenant to Landlord upon Landlord’s approval of such Sublease or Assignment, to be held as additional security for Tenant’s obligations to remove the Required Sublease Improvements upon expiration or earlier termination of this Lease as required by Paragraph 25(a). Tenant shall reimburse Landlord upon demand for any reasonable out-of-pocket expenses attorneys’ fees incurred by Landlord in connection with considering any request for consent to a Transfer, not to exceed $2,500 per request, provided, however, if Tenant requires more than two (2) rounds of comments, then such reviewlimit shall not apply. Landlord shall use commercially reasonable efforts to respond to Xxxxxx’s request for a Transfer within thirty (30) days after Xxxxxxxx’s receipt of the materials and fee required by this Section 10(c). If Landlord fails to respond to Xxxxxx’s request for a Transfer within such thirty (30) day period, including reasonable attorneys’ feesTenant may send a second written request, and 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 (10) BUSINESS DAYS SHALL BE DEEMED LANDLORD’S CONSENT TO THE REQUESTED TRANSFER.” If Landlord fails to respond to such obligation second notice within ten (10) Business Days after receipt of such notice, Xxxxxx’s request for the applicable Transfer shall be an Additional Chargedeemed approved.

Request for Consent. If Except as otherwise provided in Section 16.6, if Tenant desires at any time seeks to enter into an Assignment of this Lease sublet or a Sublease of the Premises assign all or any portion thereof for which Landlord’s consent is requiredof the Premises, it Tenant shall first give written notice deliver to Landlord at least thirty (30) days prior to the proposed commencement of its desire to do so, which notice shall contain the sublease or assignment (the "Proposed Effective Date") the following information and documents (the "Tenant's Notice"): (i) the name name, address and nature of the business of the proposed assignee, subtenant assignee or occupantsublessee; (ii) such information as to such assignee's or sublessee's financial responsibility and condition as Landlord may reasonably require (including without limitation, audited financial statements for no more than the name and nature of the proposed assignee’s, subtenant’s, or occupant’s business three (3) most recent consecutive fiscal years) to be carried on in the Premisesenable Landlord to determine its financial condition; (iii) the terms aforementioned plans and provisions of the proposed Assignment or Subleasespecifications, if any; and (iv) the Proposed Effective Date of such financial 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 applicable), 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 other information 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 Notice by registered or certified mail addressed to Landlord at Landlord's address specified in the Basic Lease Information. Within thirty (30) 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 assignment or sublease and the election to recapture as set forth in Section 16.3 below. If Landlord may reasonably request concerning the proposed assignee, subtenant or occupant. Any improvements, additions, or alterations does not elect to recapture pursuant 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 provisions of any such Sublease or Assignment including, without limitation, demising walls and/or other improvements, additions or alterations necessary to cause the Premises to be suitable for multiple tenants (all of the foregoing collectively, “Required Sublease Improvements”), shall be installed Section 16.3 hereof and provided by Tenant (or, at Landlord’s sole option, by Landlord but at Tenant’s expense), without cost or expense to Landlord. Landlord may condition its does consent to any the requested proposed Sublease assignment or Assignment on both (x) the construction of Required Sublease Improvementssublease, Tenant may thereafter assign its interests in and (y) to this Lease or sublease all or a requirement that funds sufficient, in Landlord’s reasonable judgment, to cause the removal of the Required Sublease Improvements and restoration portion of the Premises to its condition prior the same party and on the same terms as set forth in the Tenant's Notice. Within said Landlord Response Period, in addition to installation 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 within Landlord's Response Period, then, after Tenant's giving Landlord thirty (30) days written notice (hereinafter the "Second Response Period"), the proposed assignment or sublease shall 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 Required Sublease Improvements upon the earlier terms, covenants and conditions of expiration this Lease. An assignee of Tenant shall become directly liable to Landlord for all obligations of Tenant hereunder, but no sublease or termination of the Sublease or Assignment or this Lease be provided 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 upon Landlord’s approval of any of its rights hereunder nor shall any voluntary relinquishment of such Sublease 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 Assignmentother 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 held as additional security for Tenant’s obligations to remove an assignment within the Required Sublease Improvements upon expiration or earlier termination meaning of this Lease 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 required part of this Lease) unless expressly authorized in writing by Paragraph 25(a)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 upon demand for any reasonable out-of-pocket actual legal and other expenses incurred by Landlord in connection with such review, including reasonable attorneys’ fees, and such obligation shall be an Additional Chargeany actual or proposed assignment or subletting.

Request for Consent. If Tenant desires seeks to make a Transfer, Tenant shall notify Landlord, in writing, and deliver to Landlord at any time least thirty (30) days (but not more than one hundred eighty (180) days) prior to enter into an Assignment the proposed commencement date of this Lease or the Transfer (the “Proposed Effective Date”) the following information and documents (the “Tenant’s Notice”): (i) a Sublease description of the portion of the Premises or any portion thereof for which Landlord’s consent is required, it shall first give written notice to Landlord of its desire to do so, which notice shall contain be transferred (i) the name of the proposed assignee, subtenant or occupant“Subject Space”); (ii) all of the terms of the proposed Transfer including without limitation, the Proposed Effective Date, the name and nature address of the proposed assignee’sTransferee, subtenant’sand a copy of the existing or proposed assignment, sublease or occupant’s business to be carried on in other agreement governing the Premisesproposed Transfer; (iii) the terms and provisions current financial statements of the proposed Assignment Transferee certified by an officer, member, partner or Sublease; owner thereof, and (iv) any such financial and other information as Landlord may then reasonably request concerning the proposed assigneerequire, 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, including without limitation, demising walls and/or other improvements, additions or alterations necessary to cause audited financial statements (if available) for the Premises to be suitable for multiple tenants previous three (all of 3) most recent consecutive fiscal years; (iv) the foregoing collectively, “Required Sublease Improvements”Plans and Specifications (defined below), if any; and (v) such other information as Landlord may then reasonably require. Tenant shall be installed and provided give Landlord the Tenant’s Notice by Tenant (or, registered or certified mail addressed to Landlord at Landlord’s sole option, by Landlord but at Address specified in the Basic Lease Information. Within thirty (30) days after Landlord’s receipt of the Tenant’s expense)Notice (the “Landlord Response Period”) Landlord shall notify Tenant, without cost or expense in writing, of its determination with respect to Landlordsuch requested proposed Transfer and the election to recapture as set forth below. If Landlord may condition its does not elect to recapture pursuant to the provisions hereof and Landlord does consent to any the requested proposed Sublease Transfer, Tenant may thereafter assign its interests in and to this Lease or Assignment on both (x) the construction of Required Sublease Improvements, and (y) sublease all or a requirement that funds sufficient, in Landlord’s reasonable judgment, to cause the removal of the Required Sublease Improvements and restoration portion of the Premises to its condition 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 ten (10) days written notice (the “Second Response Period”) and Landlord fails to respond thereto prior to installation the end of the Required Sublease Improvements upon Second Response Period, the earlier of expiration or termination of the Sublease or Assignment or this Lease proposed Transfer shall then be provided deemed approved by Tenant to Landlord upon Landlord’s approval of such Sublease or Assignment, to be held as additional security for Tenant’s obligations to remove the Required Sublease Improvements upon expiration or earlier termination of this Lease as required by Paragraph 25(a). Tenant shall reimburse Landlord upon demand for any reasonable out-of-pocket expenses incurred by Landlord in connection with such review, including reasonable attorneys’ fees, and such obligation shall be an Additional Charge.

Request for Consent. If Tenant desires at any time to enter into an Assignment of this Lease or a Sublease of the Premises or any portion thereof for which requests Landlord’s consent is requiredto a Transfer, it shall first give written notice then, at least thirty (30) days prior to Landlord of its desire to do so, which notice shall contain (i) the name effective date of the proposed assigneeTransfer, subtenant or occupant; (ii) the name Tenant shall provide Landlord with a written description of all terms and nature conditions of the proposed assignee’sTransfer, subtenant’scopies of the proposed pertinent documentation, or occupant’s and the following information about the proposed transferee: name and address; reasonably satisfactory information about its business to be carried on in and business history; its proposed use of the Premises; (iii) the terms banking, financial, and provisions of other credit information; and general references sufficient to enable Landlord to determine the proposed Assignment or Sublease; transferee’s creditworthiness and character (iv) such financial and other information as collectively, the “Transfer Notice”). Concurrently with the Transfer Notice, Tenant shall pay to Landlord may reasonably request concerning the proposed assignee, subtenant or occupant. Any improvements, additions, or alterations a fee of $2,000 to the Premises or either Building that are required by applicable Laws or are deemed necessary or appropriate by Landlord, in defray Landlord’s reasonable judgment, as a result of any expenses in reviewing such Sublease or Assignment including, without limitation, demising walls and/or other improvements, additions or alterations necessary to cause the Premises to be suitable for multiple tenants (all of the foregoing collectively, “Required Sublease Improvements”), shall be installed and provided by Tenant (or, at Landlord’s 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 Improvementsrequest, and (y) a requirement that funds sufficient, in Landlord’s reasonable judgment, to cause the removal of the Required Sublease Improvements and restoration of the Premises to its condition prior to installation of the Required Sublease Improvements upon the earlier of expiration or termination of the Sublease or Assignment or this Lease be provided by Tenant to Landlord upon Landlord’s approval of such Sublease or Assignment, to be held as additional security for Tenant’s obligations to remove the Required Sublease Improvements upon expiration or earlier termination of this Lease as required by Paragraph 25(a). addition Tenant shall reimburse Landlord immediately upon demand request for any its reasonable out-of-pocket expenses attorneys’ fees and lender’s fees incurred by Landlord 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 timely respond, Tenant may deliver a second (2nd) notice to Landlord, which notice must contain the following inscription, in bold faced lettering: “SECOND NOTICE DELIVERED PURSUANT TO ARTICLE 10 OF LEASE - - FAILURE TO TIMELY RESPOND WITHIN TEN (10) BUSINESS DAYS SHALL RESULT IN DEEMED APPROVAL OF TRANSFER.” If Landlord fails to respond within such reviewten (10) Business Day period, including reasonable attorneys’ fees, and such obligation Landlord shall be an Additional Chargedeemed to have approved the Transfer in question.

Request for Consent. If Tenant desires seeks to make a Transfer, Tenant shall notify Landlord, in writing, and deliver to Landlord at any time least thirty (30) days (but not more than one hundred eighty (180) days) prior to enter into an Assignment the proposed commencement date of this Lease or the Transfer (the “Proposed Effective Date”) the following information and documents (the “Tenant’s Notice”): (i) a Sublease description of the portion of the Premises or any portion thereof for which Landlord’s consent is required, it shall first give written notice to Landlord of its desire to do so, which notice shall contain be transferred (i) the name of the proposed assignee, subtenant or occupant“Subject Space”); (ii) all of the terms of the proposed Transfer including without limitation, the Proposed Effective Date, the name and nature address of the proposed assignee’sTransferee, subtenant’sand a copy of the existing or proposed assignment, sublease or occupant’s business to be carried on in other agreement governing the Premisesproposed Transfer; (iii) the terms and provisions current financial statements of the proposed Assignment or Sublease; and Transferee certified (iv) 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 request concerning the proposed assigneerequire, 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, including without limitation, demising walls and/or other improvementsif available, additions or alterations necessary to cause audited financial statements for the Premises to be suitable for multiple tenants previous three (all of 3) most recent consecutive fiscal years; (iv) the foregoing collectively, “Required Sublease Improvements”Plans and Specifications (defined below), if any; and (v) such other information as Landlord may then reasonably require. Tenant shall be installed and provided give Landlord the Tenant’s Notice by Tenant (or, registered or certified mail addressed to Landlord at Landlord’s sole option, by Landlord but at Address specified in the Basic Lease Information. Within fifteen (15) business days after Landlord’s receipt of the Tenant’s expense)Notice Landlord shall notify Tenant, without cost or expense in writing, of its determination with respect to Landlordsuch requested proposed Transfer, the reasons therefor and the election to recapture as set forth in Section 14.5 below. If the Landlord may condition its does not elect to recapture pursuant to the provisions of Section 14.5 hereof and Landlord does consent to any the requested proposed Sublease Transfer, Tenant may thereafter assign its interests in and to this Lease or Assignment on both (x) the construction of Required Sublease Improvements, and (y) sublease all or a requirement that funds sufficient, in Landlord’s reasonable judgment, to cause the removal of the Required Sublease Improvements and restoration portion of the Premises to its condition prior to installation of the Required Sublease Improvements upon same party and on the earlier of expiration or termination of same terms as set forth in the Sublease or Assignment or this Lease be provided by Tenant to Landlord upon Landlord’s approval of such Sublease or Assignment, to be held as additional security for Tenant’s obligations to remove the Required Sublease Improvements upon expiration or earlier termination of this Lease as required by Paragraph 25(a). Tenant shall reimburse Landlord upon demand for any reasonable out-of-pocket expenses incurred by Landlord in connection with such review, including reasonable attorneys’ fees, and such obligation shall be an Additional ChargeNotice.

Request for Consent. If Tenant desires at any time to enter into an Assignment of this Lease or a Sublease of the Premises or any portion thereof for which requests Landlord’s consent is requiredto a Transfer, it shall first give written notice then, at least fifteen (15) business days prior to Landlord of its desire to do so, which notice shall contain (i) the name effective date of the proposed assigneeTransfer, subtenant or occupant; (ii) the name Tenant shall provide Landlord with a written description of all terms and nature conditions of the proposed assignee’sTransfer, subtenant’scopies of the proposed documentation, or occupant’s and the following information about the proposed transferee: name and address; reasonably satisfactory information about its business to be carried on in and business history; its proposed use of the Premises; (iii) the terms banking, financial, and provisions of other credit information; general references sufficient to enable Landlord to determine the proposed Assignment or Sublease; transferee’s creditworthiness and (iv) character and such financial and other additional information as Landlord may reasonably request. Concurrently with Tenant’s notice of any request concerning the proposed assigneefor consent to a Transfer, subtenant or occupant. Any improvements, additions, or alterations Tenant shall pay to the Premises or either Building that are required by applicable Laws or are deemed necessary or appropriate by Landlord, in Landlord a fee of One Thousand Dollars ($1,000.00) to defray Landlord’s reasonable judgment, as a result of any expenses in reviewing such Sublease or Assignment including, without limitation, demising walls and/or other improvements, additions or alterations necessary to cause the Premises to be suitable for multiple tenants (all of the foregoing collectively, “Required Sublease Improvements”), shall be installed and provided by Tenant (or, at Landlord’s 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 Improvementsrequest, and (y) a requirement that funds sufficient, in Landlord’s reasonable judgment, to cause the removal of the Required Sublease Improvements and restoration of the Premises to its condition prior to installation of the Required Sublease Improvements upon the earlier of expiration or termination of the Sublease or Assignment or this Lease be provided by Tenant to Landlord upon Landlord’s approval of such Sublease or Assignment, to be held as additional security for Tenant’s obligations to remove the Required Sublease Improvements upon expiration or earlier termination of this Lease as required by Paragraph 25(a). Tenant shall also reimburse Landlord upon demand within thirty (30) days after Landlord has delivered to Tenant an invoice therefor, together with reasonable supporting documentation for any its reasonable out-of-pocket expenses attorneys’ fees incurred by Landlord in connection with such review, including reasonable attorneys’ feesconsidering any request for consent to a Transfer, and such obligation 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 extent such Transfer is in the ordinary course of business. Landlord and Tenant hereby agree that a proposed Transfer shall not be an Additional Chargeconsidered “in the ordinary course of business” if such Transfer involves the review of documentation by Landlord on more than two (2) occasions per requested Transfer.

Request for Consent. If Tenant desires seeks to make a Transfer, Tenant shall notify Landlord, in writing, and deliver to Landlord at any time least fifteen (15) days (but not more than one hundred eighty (180) days) prior to enter into an Assignment the proposed commencement date of this Lease or the Transfer (the “Proposed Effective Date”) the following information and documents (the “Tenant’s Notice”): (i) a Sublease description of the portion of the Premises or any portion thereof for which Landlord’s consent is required, it shall first give written notice to Landlord of its desire to do so, which notice shall contain be transferred (i) the name of the proposed assignee, subtenant or occupant“Subject Space”); (ii) all of the terms of the proposed Transfer including without limitation, the Proposed Effective Date, the name and nature address of the proposed assignee’sTransferee, subtenant’sand a copy of the existing or proposed assignment, sublease or occupant’s business to be carried on in other agreement governing the Premisesproposed Transfer; (iii) the terms and provisions current financial statements of the proposed Assignment Transferee certified by an officer, member, partner or Sublease; owner thereof, and (iv) any such financial and other information as Landlord may then reasonably request concerning the proposed assigneerequire, 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, including without limitation, demising walls and/or other improvements, additions or alterations necessary to cause audited (if available) financial statements for the Premises to be suitable for multiple tenants previous three (all of 3) most recent consecutive fiscal years; (iv) the foregoing collectively, “Required Sublease Improvements”Plans and Specifications (defined below), if any; and (v) such other information as Landlord may then reasonably require. Tenant shall be installed and provided give Landlord the Tenant’s Notice by Tenant (or, registered or certified mail addressed to Landlord at Landlord’s sole option, by Landlord but at Address specified in the Basic Provisions. Within fifteen (15) days after Landlord’s receipt of the Tenant’s expense)Notice (the “Landlord Response Period”) Landlord shall notify Tenant, without cost or expense in writing, of its determination with respect to Landlordsuch requested proposed Transfer and the election to recapture as set forth below. If Landlord may condition its does not elect to recapture pursuant to the provisions hereof and Landlord does consent to any the requested proposed Sublease Transfer, Tenant may thereafter assign its interests in and to this Lease or Assignment on both (x) the construction of Required Sublease Improvements, and (y) sublease all or a requirement that funds sufficient, in Landlord’s reasonable judgment, to cause the removal of the Required Sublease Improvements and restoration portion of the Premises to its condition 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) days written notice (the “Second Response Period”) and Landlord fails to respond thereto prior to installation the end of the Required Sublease Improvements upon Second Response Period, the earlier of expiration or termination of the Sublease or Assignment or this Lease proposed Transfer shall then be provided deemed approved by Tenant to Landlord upon Landlord’s approval of such Sublease or Assignment, to be held as additional security for Tenant’s obligations to remove the Required Sublease Improvements upon expiration or earlier termination of this Lease as required by Paragraph 25(a). Tenant shall reimburse Landlord upon demand for any reasonable out-of-pocket expenses incurred by Landlord in connection with such review, including reasonable attorneys’ fees, and such obligation shall be an Additional Charge.

Request for Consent. If Tenant desires seeks to make a Transfer, Tenant shall notify Landlord, in writing, and deliver to Landlord at any time least thirty (30) days (but not more than one hundred eighty (180) days) prior to enter into an Assignment the proposed commencement date of this Lease or the Transfer (the “Proposed Effective Date”) the following information and documents (the “Tenant’s Notice”): (i) a Sublease description of the portion of the Premises or any portion thereof for which Landlord’s consent is required, it shall first give written notice to Landlord of its desire to do so, which notice shall contain be transferred (i) the name of the proposed assignee, subtenant or occupant“Subject Space”); (ii) all of the terms of the proposed Transfer including without limitation, the Proposed Effective Date, the name and nature address of the proposed assignee’sTransferee, subtenant’sand a copy of the existing or proposed assignment, sublease or occupant’s business to be carried on in other agreement governing the Premisesproposed Transfer; (iii) the terms and provisions current financial statements of the proposed Assignment Transferee certified by an officer, member, partner or Sublease; owner thereof, and (iv) any such financial and other information as Landlord may then reasonably request concerning the proposed assigneerequire, 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, including without limitation, demising walls and/or other improvements, additions or alterations necessary to cause audited financial statements for the Premises to be suitable for multiple tenants previous three (all of 3) most recent consecutive fiscal years (if available and un-audited if audited financials are not available); (iv) the foregoing collectively, “Required Sublease Improvements”Plans and Specifications (defined below), if any; and (v) such other information as Landlord may then reasonably require. Tenant shall be installed and provided give Landlord the Tenant’s Notice by Tenant (or, registered or certified mail addressed to Landlord at Landlord’s sole option, by Landlord but at Address specified in the Basic Lease Information. Within thirty (30) days after Landlord’s receipt of the Tenant’s expense)Notice (the “Landlord Response Period”) Landlord shall notify Tenant, without cost or expense in writing, of its determination with respect to Landlordsuch requested proposed Transfer and the election to recapture as set forth below. If Landlord may condition its does not elect to recapture pursuant to the provisions hereof and Landlord does consent to any the requested proposed Sublease Transfer, Tenant may thereafter assign its interests in and to this Lease or Assignment on both (x) the construction of Required Sublease Improvements, and (y) sublease all or a requirement that funds sufficient, in Landlord’s reasonable judgment, to cause the removal of the Required Sublease Improvements and restoration portion of the Premises to its condition 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 twenty (20) days written notice (the “Second Response Period”) and Landlord fails to respond thereto prior to installation the end of the Required Sublease Improvements upon Second Response Period, the earlier of expiration or termination of the Sublease or Assignment or this Lease proposed Transfer shall then be provided deemed approved by Tenant to Landlord upon Landlord’s approval of such Sublease or Assignment, to be held as additional security for Tenant’s obligations to remove the Required Sublease Improvements upon expiration or earlier termination of this Lease as required by Paragraph 25(a). Tenant shall reimburse Landlord upon demand for any reasonable out-of-pocket expenses incurred by Landlord in connection with such review, including reasonable attorneys’ fees, and such obligation shall be an Additional Charge.

Request for Consent. If Tenant desires seeks to make a Transfer, Tenant shall notify Landlord, in writing (“Tenant’s Notice”), and deliver to Landlord at any time least thirty (30) days prior to enter into an Assignment the proposed commencement date of this the Transfer (“Proposed Lease or Date”) the following: (i) a Sublease description of the portion of the Premises or any portion thereof for which Landlord’s consent is required, it shall first give written notice to Landlord of its desire to do so, which notice shall contain be transferred (i) the name of the proposed assignee, subtenant or occupant“Subject Space”); (ii) all of the terms of the proposed Transfer, including without limitation, the Proposed Lease Date, the name and nature address of the proposed assignee’sTransferee, subtenant’sand a copy of the existing or proposed assignment, sublease or occupant’s business to be carried on in other agreement governing the Premisesproposed Transfer; (iii) the terms and provisions current financial statements of the proposed Assignment Transferee certified by an officer, member, partner or Subleaseowner thereof, and, if available, audited financial statements for the previous three (3) most recent consecutive fiscal years; and (iv) such financial and other information as Landlord may then reasonably request concerning require. Within thirty (30) 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 assignee, subtenant or occupantTransfer and Landlord’s election as set forth in Section 14.5. Any improvements, additions, or alterations If Landlord does not elect to recapture pursuant to Section 14.5 and Landlord does consent to the Premises requested proposed Transfer, Tenant may thereafter assign its interests in and to this Lease or either Building that are required by applicable Laws sublease all 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, demising walls and/or other improvements, additions or alterations necessary to cause the Premises to be suitable for multiple tenants (all of the foregoing collectively, “Required Sublease Improvements”), shall be installed and provided by Tenant (or, at Landlord’s 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 Landlord’s reasonable judgment, to cause the removal of the Required Sublease Improvements and restoration portion of the Premises to its condition prior to installation of the Required Sublease Improvements upon same party and on the earlier of expiration or termination of same terms as set forth in the Sublease or Assignment or this Lease be provided by Tenant to Landlord upon Landlord’s approval of such Sublease or Assignment, to be held as additional security for Tenant’s obligations to remove the Required Sublease Improvements upon expiration or earlier termination of this Lease as required by Paragraph 25(a). Tenant shall reimburse Landlord upon demand for any reasonable out-of-pocket expenses incurred by Landlord in connection with such review, including reasonable attorneys’ fees, and such obligation shall be an Additional ChargeNotice.

Request for Consent. If Tenant desires requests Landlord’s consent to a Transfer, then, at least thirty (30) 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 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 proposed transferee’s creditworthiness and character. Concurrently with Tenant’s notice of any time request for consent to enter into an Assignment a 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 proposed transferee shall deliver to Landlord a written agreement whereby it expressly assumes Tenant’s obligations hereunder; however, any transferee of less than all of the space in the Premises shall be liable only for obligations under this Lease or a Sublease that are properly allocable to the space subject to the Transfer for the period of the Transfer. No Transfer shall 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 Premises or any portion part thereof for which Landlord’s consent is requiredare subject to a Transfer, it shall first give written notice to Landlord of its desire to do so, which notice shall contain (i) the name of the proposed assignee, subtenant or occupant; (ii) the name and nature of the proposed assignee’s, subtenant’s, or occupant’s business to be carried on in the Premises; (iii) the terms and provisions of the proposed Assignment or Sublease; and (iv) such financial and other information as Landlord may reasonably request concerning the proposed assignee, 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 then Landlord, in Landlord’s reasonable judgment, as a result of any such Sublease or Assignment including, without limitation, demising walls and/or other improvements, additions or alterations necessary to cause the Premises to be suitable for multiple tenants (all of the foregoing collectively, “Required Sublease Improvements”), shall be installed and provided by Tenant (or, at Landlord’s 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 Landlord’s reasonable judgment, to cause the removal of the Required Sublease Improvements and restoration of the Premises addition to its condition prior other remedies, may collect directly from such transferee all rents becoming due to installation Tenant and apply such rents against Rent. Tenant authorizes its transferees to make payments of the Required Sublease Improvements upon the earlier of expiration or termination of the Sublease or Assignment or this Lease be provided by Tenant rent directly to Landlord upon Landlord’s approval receipt of such Sublease notice from Landlord to do so following the occurrence of an Event of Default hereunder. In the Event of Default, all rents paid to Tenant by an assignee or Assignment, subtenant shall be received by Tenant in trust for Landlord and shall be forwarded to be held as additional security for Tenant’s obligations to remove the Required Sublease Improvements upon expiration Landlord without offset or earlier termination reduction of this Lease as required by Paragraph 25(a)any kind. Tenant shall reimburse 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 upon demand for any reasonable out-of-pocket expenses incurred by Landlord in connection may have with respect to such review, including reasonable attorneys’ fees, and such obligation shall be an Additional Chargeimprovements pursuant to another provision of this Lease).

Request for Consent. If Except as otherwise provided below and in Section 15.6, if Tenant desires at any time seeks to enter into an Assignment of this Lease sublet or a Sublease of the Premises assign all or any portion thereof for which Landlord’s consent is requiredof the Premises, it Tenant shall first give written notice deliver to Landlord at least twenty (20) days prior to the proposed commencement of its desire to do so, which notice shall contain the sublease or assignment (the "Proposed Effective Date") the following information and documents (the "Tenant's Notice"): (i) the name name, address and nature of the business of the proposed assignee, subtenant assignee or occupantsubtenant; (ii) such information as to such assignee's or subtenant's financial responsibility and condition as Landlord may reasonably require (including without limitation, audited financial statements for no more than the name and nature of the proposed assignee’s, subtenant’s, or occupant’s business three (3) most recent consecutive fiscal years) to be carried on in the Premisesenable Landlord to determine its financial condition; (iii) the terms aforementioned plans and provisions specifications, if any; (iv) the Proposed Effective Date of the such proposed Assignment assignment or Subleasesublease; and (ivv) such financial and other information as Landlord may reasonably request concerning the proposed assigneeform of sublease or assignment agreement (as applicable), subtenant and such instrument shall include a provision whereby the assignee or occupantsublessee assumes all of Tenant's obligations hereunder and agrees to be bound by the terms hereof. Any improvementsTenant shall give Landlord the Tenant's Notice by registered or certified mail addressed to Landlord at Landlord's Address. Within ten (10) business days after Landlord's receipt of the Tenant's Notice (the "Landlord Response Period") Landlord shall notify Tenant, additionsin writing, of its determination with respect to such requested proposed assignment or alterations sublease and the election to recapture as set forth in Section 15.3 below. If Landlord does not elect to recapture pursuant 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 provisions of any such Sublease or Assignment including, without limitation, demising walls and/or other improvements, additions or alterations necessary to cause the Premises to be suitable for multiple tenants (all of the foregoing collectively, “Required Sublease Improvements”), shall be installed Section 15.3 hereof and provided by Tenant (or, at Landlord’s sole option, by Landlord but at Tenant’s expense), without cost or expense to Landlord. Landlord may condition its does consent to any the requested proposed Sublease assignment or Assignment on both (x) the construction of Required Sublease Improvementssublease, Tenant may thereafter assign its interests in and (y) to this Lease or sublease all or a requirement that funds sufficient, in Landlord’s reasonable judgment, to cause the removal of the Required Sublease Improvements and restoration portion of the Premises to its condition prior the same party and on the same terms as set forth in the Tenant's Notice. Within said Landlord Response Period, in addition to installation 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 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 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 Required Sublease Improvements upon the earlier terms, covenants and conditions of expiration this Lease. An assignee of Tenant shall become directly liable to Landlord for all obligations of Tenant hereunder, but no sublease or termination of the Sublease or Assignment or this Lease be provided 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 (other than pursuant to Landlord upon Landlord’s approval one or more publicly traded transfers of such Sublease common stock) which results in a change of more than fifty percent (50%) in the direct or Assignment, indirect ownership of Tenant shall be deemed to be held as additional security for Tenant’s obligations to remove an assignment within the Required Sublease Improvements upon expiration or earlier termination meaning of this Lease as required 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 Paragraph 25(a)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 demand therefor, a fee in the amount of five hundred dollars ($500) plus Tenant shall reimburse Landlord upon demand for any reasonable out-of-pocket actual legal and other expenses incurred by Landlord in connection with such reviewany actual or proposed assignment or subletting. Notwithstanding anything to the contrary contained herein, including reasonable attorneys’ feesif 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 "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 such obligation (B) Landlord shall be an Additional Chargenot have the right to recapture the space subject to the EP Sublease during the EP Tolling Period.

Request for Consent. If Tenant desires seeks to make a Transfer, Tenant shall notify Landlord, in writing, and deliver to Landlord at any time least thirty (30) days (but not more than one hundred eighty (180) days) prior to enter into an Assignment the proposed commencement date of this Lease or the Transfer (the "Proposed Effective Date") the following information and documents (the "Tenant's Notice"): (i) a Sublease description of the portion of the Premises or any portion thereof for which Landlord’s consent is required, it shall first give written notice to Landlord of its desire to do so, which notice shall contain be transferred (i) the name of the proposed assignee, subtenant or occupant"Subject Space"); (ii) all of the terms of the proposed Transfer including without limitation, the Proposed Effective Date, the name and nature address of the proposed assignee’sTransferee, subtenant’sand a copy of the existing or proposed assignment, sublease or occupant’s business to be carried on in other agreement governing the Premisesproposed Transfer; (iii) the terms and provisions current financial statements of the proposed Assignment Transferee certified by an officer, member, partner or Sublease; owner thereof, and (iv) any such financial and other information as Landlord may then reasonably request concerning the proposed assigneerequire, 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, including without limitation, demising walls and/or audited (if available and un-audited if unavailable) financial statements for the previous two (2) most recent consecutive fiscal years; (iv) the Plans and Specifications (defined below), if any; and (v) such other improvementsinformation as Landlord may then reasonably require. Tenant shall give Landlord the Tenant's Notice by registered, additions certified mail, or alterations necessary FedEx or similar recognized over-night service , addressed to cause Landlord at Landlord's Address specified in the Premises to be suitable for multiple tenants Basic Lease Information. Within twenty (all 20) days after Landlord's receipt of the foregoing collectivelyTenant's Notice (the "Landlord Response Period") Landlord shall notify Tenant, “Required Sublease Improvements”)in writing, shall be installed of its determination with respect to such requested proposed Transfer and provided by Tenant (or, at Landlord’s sole option, by the election to recapture as set forth below. If Landlord but at Tenant’s expense), without cost or expense does not elect to Landlord. recapture pursuant to the provisions hereof and Landlord may condition its does consent to any the requested proposed Sublease Transfer, Tenant may thereafter assign its interests in and to this Lease or Assignment on both (x) the construction of Required Sublease Improvements, and (y) sublease all or a requirement that funds sufficient, in Landlord’s reasonable judgment, to cause the removal of the Required Sublease Improvements and restoration portion of the Premises to its condition 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 twenty (20) days written notice (the "Second Response Period") and Landlord fails to respond thereto prior to installation the end of the Required Sublease Improvements upon Second Response Period, the earlier of expiration or termination of the Sublease or Assignment or this Lease proposed Transfer shall then be provided deemed approved by Tenant to Landlord upon Landlord’s approval of such Sublease or Assignment, to be held as additional security for Tenant’s obligations to remove the Required Sublease Improvements upon expiration or earlier termination of this Lease as required by Paragraph 25(a). Tenant shall reimburse Landlord upon demand for any reasonable out-of-pocket expenses incurred by Landlord in connection with such review, including reasonable attorneys’ fees, and such obligation shall be an Additional Charge.

Request for Consent. If Tenant desires at any time to enter into an Assignment of this Lease or a Sublease of the Premises or any portion thereof is proposed for which Landlord’s Landlord consent is required, it Tenant shall first give written notice to notify Landlord of its desire to do soin writing, which notice (the “Sublease Notice”) shall contain include (i) the proposed effective date of the Sublease, which shall not be less than sixty (60) days and not more than one hundred eighty (180) days after the date of delivery of the Sublease Notice, (ii) a narrative description, with supporting documents, of the proposed Sublease, including without limitation, the name of the proposed assigneeSubtenant, subtenant or occupant; (ii) the name and nature term of the Sublease, the proposed use of the Premises and/or the Improvements, as applicable, the experience of the proposed assignee’sSubtenant, subtenant’sthe organiz ational structure of the proposed Subtenant, or occupant’s business and any additional information that Landlord may reasonably require to be carried evaluate the Sublease based on the factors set forth in the Premises; Section 11.1.4, (iii) the terms and provisions with respect to any Sublease that has a maximum total term of more than five (5) years, a copy of the proposed Assignment or Sublease; and sublease agreement, (iv) a statement of any current litigation or any litigation which was resolved within the prior five (5) years affecting the proposed Subtenant and (v) such financial and other information as Landlord may reasonably request concerning 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 assigneeSublease or (b) of any additional information that Landlord reasonably requires to evaluate the proposed Sublease, subtenant as applicable. Landlord shall notify Tenant that it consents or occupantdoes 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 proposed Sublease. 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 LandlordSublease made without Xxxxxxxx’s reasonable judgment, as a result of any such Sublease or Assignment including, without limitation, demising walls and/or other improvements, additions or alterations necessary to cause the Premises to be suitable for multiple tenants (all of the foregoing collectively, “Required Sublease Improvements”), shall be installed and provided by Tenant (orprior written consent shall, at Landlord’s sole option, by Landlord but be null, void and of no effect undone at Tenant’s expense), without sole cost or and expense to and shall not be binding on 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 Landlord’s reasonable judgment, to cause the removal of the Required Sublease Improvements and restoration of the Premises to its condition prior to installation of the Required Sublease Improvements upon the earlier of expiration or termination of the Sublease or Assignment or this Lease be provided by Tenant to Landlord upon Landlord’s approval of such Sublease or Assignment, to be held as additional security for Tenant’s obligations to remove the Required Sublease Improvements upon expiration or earlier termination of this Lease as required by Paragraph 25(a). Tenant shall reimburse pay to Landlord upon demand for any reasonable out-of-pocket expenses incurred Landlord’s standard applicable fee set by Landlord the BPC in connection with such reviewLandlord reviewing and approving each Sublease for which Xxxxxxxx’s consent is required pursuant to the Reimbursement Procedure, including reasonable attorneys’ fees, and such obligation regardless of whether the Sublease is consummated or Landlord’s consent thereto is granted. Any Sublease shall be an Additional Chargesubject to the terms and provisions of this Lease. The burden of producing evidence and the burden of proof showing Landlord that a prospective Subtenant meets each and all of the aforesaid qualifications and standards and that Landlord breached, or did not act reasonably under, this Section 11.1, shall be on the Tenant.

Request for Consent. If The Tenant desires at any time to enter into an Assignment shall not effect a Transfer of this Lease or a Sublease of all or part of the Leased Premises or any portion thereof for which without the prior consent in writing of the Landlord’s consent is required, it shall first give written notice to Landlord of its desire to do so, which notice consent shall contain (i) not, provided no Event of Default has occurred, be unreasonably withheld. Provided that the name Tenant shall, at the time the Tenant shall request the consent of the proposed assigneeLandlord, subtenant or occupant; deliver to the Landlord such information in writing (iiherein called the required information) as the name and nature of the proposed assignee’s, subtenant’s, or occupant’s business to be carried on in the Premises; (iii) the terms and provisions of the proposed Assignment or Sublease; and (iv) such financial and other information as Landlord may reasonably request concerning require respecting the proposed assignee, 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 Transferee including, without limitation, demising walls and/or other improvementsthe name, additions or alterations necessary 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 its option, to cause terminate this Lease if the Premises request relates to be suitable for multiple tenants (all of the foregoing collectivelyLeased Premises or, “Required Sublease Improvements”)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 after receiving the required information, not less then 30 nor more than 60 days' written notice of termination to the Tenant. In the event of such termination the Rent and other payments required to be made by the Tenant hereunder shall be installed adjusted to the date of termination and provided by Tenant (orin the case of a partial termination, at Landlord’s 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) Rent shall xxxxx in the construction of Required Sublease Improvements, and (y) a requirement proportion that funds sufficient, in Landlord’s reasonable judgment, to cause the removal area of the Required Sublease Improvements and restoration portion of the Leased Premises for which this Lease is terminated bears to its condition prior to installation the area of the Required Sublease Improvements upon the earlier of expiration or termination of the Sublease or Assignment or Leased Premises and this Lease shall be provided by Tenant to Landlord upon Landlord’s approval of such Sublease or Assignment, deemed to be held as additional security for Tenant’s obligations amended accordingly. If the Landlord elects to remove the Required Sublease Improvements upon expiration or earlier termination of terminate this Lease as required to all or part of the Leased Premises, the Tenant may by Paragraph 25(a)written notice (given within 10 days or such longer time as the Landlord may consent to in writing after receipt of the Landlord's notice of termination) notify the Landlord of the Tenant'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 within such time period that it intends to refrain from such Transfer, then the Landlord's election to terminate this Lease in whole or in part shall reimburse Landlord upon demand for any reasonable out-of-pocket expenses incurred become null and void. Otherwise, the Landlord's termination shall take effect on the date stipulated by the Landlord in connection with such review, including reasonable attorneys’ fees, and such obligation shall be an Additional Chargeits notice of termination.

Request for Consent. If Tenant desires seeks to make a Transfer, Tenant shall notify Landlord, in writing, and deliver to Landlord at any time least thirty (30) days (but not more than one hundred eighty (180) days) prior to enter into an Assignment the proposed commencement date of this Lease or the Transfer (the "Proposed Effective Date") the following information and documents (the "Tenant's Notice"): (i) a Sublease description of the portion of the Premises or any portion thereof for which Landlord’s consent is required, it shall first give written notice to Landlord of its desire to do so, which notice shall contain be transferred (i) the name of the proposed assignee, subtenant or occupant"Subject Space"); (ii) all of the terms of the proposed Transfer including without limitation, the Proposed Effective Date, the name and nature address of the proposed assignee’sTransferee, subtenant’sand a copy of the existing or proposed assignment, sublease or occupant’s business to be carried on in other agreement governing the Premisesproposed Transfer; (iii) the terms and provisions current financial statements of the proposed Assignment Transferee certified by an officer, member, partner or Sublease; owner thereof, and (iv) any such financial and other information as Landlord may then reasonably request concerning the proposed assigneerequire, 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, including without limitation, demising walls and/or audited financial statements (if available) for the previous three (3) most recent consecutive fiscal years; (iv) the Plans and Specifications (defined below), if any; and (v) such other improvements, additions information as Landlord may then reasonably require. Tenant shall give Landlord the Tenant's Notice by registered or alterations necessary certified mail addressed to cause Landlord at Landlord's Address specified in the Premises to be suitable for multiple tenants Basic Lease Information. Within thirty (all 30) days after Landlord's receipt of the foregoing collectivelyTenant's Notice (the "Landlord Response Period") Landlord shall notify Tenant, “Required Sublease Improvements”)in writing, shall be installed of its determination with respect to such requested proposed Transfer and provided by Tenant (or, at Landlord’s sole option, by the election to recapture as set forth below. If Landlord but at Tenant’s expense), without cost or expense does not elect to Landlord. recapture pursuant to the provisions hereof and Landlord may condition its does consent to any the requested proposed Sublease Transfer, Tenant may thereafter assign its interests in and to this Lease or Assignment on both (x) the construction of Required Sublease Improvements, and (y) sublease all or a requirement that funds sufficient, in Landlord’s reasonable judgment, to cause the removal of the Required Sublease Improvements and restoration portion of the Premises to its condition 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 ten (10) days written notice (the "Second Response Period") and Landlord fails to respond thereto prior to installation the end of the Required Sublease Improvements upon Second Response Period, the earlier of expiration or termination of the Sublease or Assignment or this Lease proposed Transfer shall then be provided deemed approved by Tenant to Landlord upon Landlord’s approval of such Sublease or Assignment, to be held as additional security for Tenant’s obligations to remove the Required Sublease Improvements upon expiration or earlier termination of this Lease as required by Paragraph 25(a). Tenant shall reimburse Landlord upon demand for any reasonable out-of-pocket expenses incurred by Landlord in connection with such review, including reasonable attorneys’ fees, and such obligation shall be an Additional Charge.

Request for Consent. 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 Plans and Specifications (defined below), if any; and (v) such other information as Landlord may then reasonably require. Within thirty (30) 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 desires at any time may thereafter assign its interests in and to enter into an Assignment of this Lease or sublease all or a Sublease portion of the Premises or any portion thereof for which 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 is requiredto the Transfer, it shall first give 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 deliver its written response within the required thirty (30) day period, Tenant may send a second (2nd) written notice to Landlord of its desire to do soLandlord, which notice shall contain (i) the name of the proposed assignee, subtenant or occupant; (ii) the name and nature of the proposed assignee’s, subtenant’s, or occupant’s business to be carried on in the Premises; (iii) the terms and provisions of the proposed Assignment or Sublease; and (iv) such financial and other information as Landlord may reasonably request concerning the proposed assignee, 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 Landlordfollowing 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 reasonable judgmentwritten notice to Tenant within five (5) business days after receiving the aforementioned second (211d) written notice, as a result of any such Sublease or Assignment including, without limitation, demising walls and/or other improvements, additions or alterations necessary to cause the Premises to be suitable for multiple tenants (all of the foregoing collectively, “Required Sublease Improvements”), Landlord shall be installed and provided by deemed to have delivered a written notice to Tenant (or, at Landlord’s sole option, by Landlord but at Tenant’s expense), without cost approving the subject proposed assignment 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 Landlord’s reasonable judgment, to cause the removal of the Required Sublease Improvements and restoration of the Premises to its condition prior to installation of the Required Sublease Improvements upon the earlier of expiration or termination of the Sublease or Assignment or this Lease be provided by Tenant to Landlord upon Landlord’s approval of such Sublease or Assignment, to be held as additional security for Tenant’s obligations to remove the Required Sublease Improvements upon expiration or earlier termination of this Lease as required by Paragraph 25(a). Tenant shall reimburse Landlord upon demand for any reasonable out-of-pocket expenses incurred by Landlord in connection with such review, including reasonable attorneys’ fees, and such obligation shall be an Additional Chargesublease.

Request for Consent. If The Tenant desires at any time to enter into an Assignment shall not effect a Transfer of this Lease or a Sublease of all or part of the Leased Premises or any portion thereof for which without the prior consent in writing of the Landlord’s consent is required, it shall first give written notice to Landlord of its desire to do so, which notice consent shall contain (i) not, provided no Event of Default has occurred, be unreasonably withheld. Provided that the name Tenant shall, at the time the Tenant shall request the consent of the proposed assigneeLandlord, subtenant or occupant; deliver to the Landlord such information in writing (iiherein called the "required information") as the name and nature of the proposed assignee’s, subtenant’s, or occupant’s business to be carried on in the Premises; (iii) the terms and provisions of the proposed Assignment or Sublease; and (iv) such financial and other information as Landlord may reasonably request concerning require respecting the proposed assignee, 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 Transferee including, without limitation, demising walls and/or other improvementsthe name, additions or alterations necessary 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 its option, to cause terminate this Lease if the Premises request relates to be suitable for multiple tenants (all of the foregoing collectivelyLeased Premises or, “Required Sublease Improvements”)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 nor more than sixty (60) days written notice of termination to the Tenant. In the event of such termination the Rent and other payments required to be made by the Tenant hereunder shall be installed adjusted to the date of termination and provided by Tenant (orin the case of a partial termination, at Landlord’s 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) Rent shall abate in the construction of Required Sublease Improvements, and (y) a requirement proportion that funds sufficient, in Landlord’s reasonable judgment, to cause the removal area of the Required Sublease Improvements and restoration portion of the Premises Leasex Xxemises for which this Lease is terminated bears to its condition prior to installation the area of the Required Sublease Improvements upon the earlier of expiration or termination of the Sublease or Assignment or Leased Premises and this Lease shall be provided by Tenant to Landlord upon Landlord’s approval of such Sublease or Assignment, deemed to be held as additional security for Tenant’s obligations amended accordingly. If the Landlord elects to remove the Required Sublease Improvements upon expiration or earlier termination of terminate this Lease as required to all or part of the leased Premises, the Tenant may by Paragraph 25(a)written notice (given within ten (10) days or such longer time as the Landlord may consent to in writing after receipt of the Landlord's notice of termination) notify the Landlord of the Tenant'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 within such time period that it intends to refrain from such Transfer, then the Landlord's election to terninate this Lease in whole or in part shall reimburse Landlord upon demand for any reasonable out-of-pocket expenses incurred become null and void, Otherwise, the Landlord's termination shall take effect on the date stipulated by the Landlord in connection with such review, including reasonable attorneys’ fees, and such obligation shall be an Additional Chargeits notice of termination. 12.01 (A)

Request for Consent. If Tenant desires at Tenant' s request for consent to any time to enter into an Assignment of this Lease or a Sublease of Transfer shall be in writing and shall include the Premises or any portion thereof for which Landlord’s consent is required, it shall first give written notice to Landlord of its desire to do so, which notice shall contain following: (i) the name of the proposed assignee, subtenant or occupant; (iia) the name and legal composition of the proposed Transferee; (b) the nature of the proposed assignee’s, subtenant’s, or occupant’s Transferee's business to be carried on in the Premises; (iiic) the terms Terms and provisions of the proposed Assignment or SubleaseTransfer including, without limitation the proposed commencement and termination dates (respectively the "Scheduled Commencement" and the "Scheduled Termination"); and (ivd) such financial and other information as Landlord may reasonably request concerning the proposed Transferee, the proposed Transfer and any transaction contemplated to occur in connection with the proposed Transfer. Within fifteen (15) days of receipt of such written notice, and additional information requested by Landlord concerning the proposed assignee's or Transferee's financial responsibility, subtenant or occupant. Any improvementsLandlord shall elect one of the following options and notify Tenant in writing of its election: (i) Consent to the proposed Transfer; (ii) Conditionally consent to the proposed Transfer, additionsrequiring that Tenant and/or the proposed Transferee agree to specific reasonable terms and provisions as a condition of approval of the Transfer. (iii) Refuse to consent to the Transfer on reasonable grounds. (iv) Except for Transfers for a term materially less than the remainder of the Term, elect to terminate this Lease, or alterations in the case of a request for approval of Transfer of a portion of the Premises, terminate this Lease as 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 portion of any such Sublease or Assignment including, without limitation, demising walls and/or other improvements, additions or alterations necessary to cause the Premises subject to be suitable for multiple tenants (all of the foregoing collectively, “Required Sublease Improvements”), shall be installed and provided by proposed Transfer. If Tenant (or, at requests Landlord’s sole option, by Landlord but at Tenant’s expense), without cost or expense to Landlord. Landlord may condition its 's consent to any proposed Sublease Transfer of all or Assignment on both (x) the construction of Required Sublease Improvements, and (y) a requirement that funds sufficient, in Landlord’s reasonable judgment, to cause the removal portion of the Required Sublease Improvements and restoration of Premises, Landlord shall have the Premises to its condition prior to installation of the Required Sublease Improvements upon the earlier of expiration or termination of the Sublease or Assignment or this Lease be provided by Tenant to Landlord upon Landlord’s approval of such Sublease or Assignmentright, to be held as additional security for Tenant’s obligations exercised by giving written notice to remove Tenant within thirty (30) days of receipt by Landlord of the Required Sublease Improvements upon expiration or earlier termination of this Lease as financial responsibilities information required by Paragraph 25(a). Tenant shall reimburse Landlord upon demand for any reasonable out-of-pocket expenses incurred by Landlord this Section to terminate this Lease, in connection with whole or as to the affected portion of the Premises, effective as of the Scheduled Commencement. (v) Landlord's failure to give written notice of its approval or disapproval of the proposed subletting or assignment within such review, including reasonable attorneys’ fees, and such obligation period shall be an Additional Chargedeemed Landlord's consent to the proposed assignment or subletting. If Landlord disapproves of any proposed assignment or subletting, Landlord shall state the reason for the disapproval in Landlord's response to Tenant.

Request for Consent. If Tenant desires at any time to enter into an Assignment of this Lease or a Sublease of the Premises or any portion thereof Transfer is proposed for which Landlord’s Landlord consent is required, it Tenant shall first give written notice to notify Landlord of its desire to do soin writing, which notice (the “Transfer Notice”) shall contain include (i) the proposed effective date of the Transfer, which shall not be less than ninety (90) days and not more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) narrative description, with supporting documents, of the proposed Transfer, including without limitation, the name of the Transferee, the proposed assigneeuse of the Premises and the Improvements following the proposed Transfer, subtenant the experience of the Transferee, the organizational structure of the Transferee that depicts all Persons that hold twenty percent (20%) or occupant; more of direct and indirect interes t 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, (iiiii) all of the material terms of the proposed Transfer, including without limitation, any proposed encumbrances, (iv) with respect to an Assignment, the name and nature 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’s, subtenant’s, or occupant’s business 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 all existing and/or proposed documentation pertaining to the proposed Transfer, including all existing and proposed operative documents to be carried on executed to evidence such Transfer and the agreements incidental or related to such Transfer, which shall at a minimum include, organizational documents, (vii) 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 Premises; (iii) the terms and provisions case of an Assignment only, financial statements of the proposed Assignment 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 a reputable, certified public accountant or Sublease; 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, as applicable (which shall be audited if that is the customary practice of the Transferee), and (ivix) such financial and other information as Landlord may reasonably request concerning the proposed assignee, subtenant or occupantrequire. Any improvementsAssignment made without Landlord’s prior written consent shall, additionsat Xxxxxxxx’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 Policy No. 106, or alterations its equivalent, in connection with Landlord reviewing each Transfer for which Landlord consent is required purs uant to the Premises Reimbursement Procedure, regardless of whether the Transfer is consummated or either Building that are required by applicable Laws or are deemed necessary or appropriate by Landlord, in Landlord’s reasonable judgment, as consent thereto is granted. Any Transfer shall be subject to the terms and provisions of this Lease. The burden of producing evidence and the burden of proof showing Landlord that a result of any such Sublease or Assignment including, without limitation, demising walls and/or other improvements, additions or alterations necessary to cause the Premises to be suitable for multiple tenants (prospective Transferee meets each and all of the foregoing collectivelyaforesaid qualifications and standards and that Landlord breached, “Required Sublease Improvements”)or did not act reasonably or in good faith, under this Section 11.5 shall be installed and provided by Tenant (or, at Landlord’s sole option, by Landlord but at on the 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 Landlord’s reasonable judgment, to cause the removal of the Required Sublease Improvements and restoration of the Premises to its condition prior to installation of the Required Sublease Improvements upon the earlier of expiration or termination of the Sublease or Assignment or this Lease be provided by Tenant to Landlord upon Landlord’s approval of such Sublease or Assignment, to be held as additional security for Tenant’s obligations to remove the Required Sublease Improvements upon expiration or earlier termination of this Lease as required by Paragraph 25(a). Tenant shall reimburse Landlord upon demand for any reasonable out-of-pocket expenses incurred by Landlord in connection with such review, including reasonable attorneys’ fees, and such obligation shall be an Additional Charge.

Request for Consent. If Tenant desires at any time to enter into an Assignment of this Lease or a Sublease of the Premises or any portion thereof for which requests Landlord’s consent to a Transfer, then, at least ten (10) 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 of the proposed transferee 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 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 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 reasonable attorneys’ fees and other expenses incurred in connection with considering any request for consent to a Transfer (which shall not exceed $2,500 for consents to subleases provided Landlord’s standard consent to sublease form is required, used without material modification or negotiation). If Landlord fails to notify Tenant that it shall first give written notice approves or disapproves the requested Transfer within ten (10) Business Days after submission to Landlord of its desire to do so, which notice shall contain (i) the name of the proposed assignee, subtenant or occupant; (ii) the name and nature of the proposed assignee’s, subtenant’s, or occupant’s business to be carried on in the Premises; (iii) the terms and provisions of the proposed Assignment or Sublease; and (iv) such financial and other information as Landlord may reasonably request concerning the proposed assignee, 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, demising walls and/or other improvements, additions or alterations necessary to cause the Premises to be suitable for multiple tenants (all of the foregoing collectivelyitems required under this Section 8.3, “Required Sublease Improvements”), shall be installed and provided by then Tenant (or, at Landlord’s 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) provide a requirement that funds sufficient, in Landlord’s reasonable judgment, to cause the removal of the Required Sublease Improvements and restoration of the Premises to its condition prior to installation of the Required Sublease Improvements upon the earlier of expiration or termination of the Sublease or Assignment or this Lease be provided by Tenant second request to Landlord upon for Landlord’s approval that conspicuously states to the effect that, IF 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, LANDLORD’S APPROVAL OF THIS TRANSFER WILL BE DEEMED GIVEN, and if Landlord fails to notify Tenant that it approves or disapproves the requested Transfer within five (5) Business Days after submission of such Sublease or Assignmentsecond request for approval, to be held as additional security for Tenant’s obligations to remove the Required Sublease Improvements upon expiration or earlier termination of this Lease as required by Paragraph 25(a). Tenant shall reimburse then Landlord upon demand for any reasonable out-of-pocket expenses incurred by Landlord in connection with such review, including reasonable attorneys’ fees, and such obligation shall be an Additional Chargedeemed to have approved such Transfer.

Request for Consent. If In the event Tenant desires to effect a Transfer, then, at any time least thirty (30) but not more than one hundred twenty (120) days prior to enter into an Assignment of this Lease or a Sublease of the Premises or any portion thereof for which Landlord’s consent is requireddate when Tenant desires the Transfer to be effective (the “Transfer Date”), it Tenant shall first give provide written notice to Landlord of its desire to do so, which notice (the “Transfer Notice”) containing the following all in such detail as Landlord shall contain reasonably require: information (iincluding references) concerning the name character of the proposed assignee, subtenant or occupantTransferee; (ii) the name Transfer Date; the most recent unconsolidated financial statements of Tenant and nature of the proposed assignee’s, subtenant’s, 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 occupant’s reduced by the proposed Transfer (such evidence shall include evidence respecting the relevant business to be carried on in the Premises; (iii) the terms experience and provisions financial responsibility and status of the proposed Assignment Transferee); any ownership or Subleasecommercial relationship between Tenant and the proposed Transferee; and (iv) such financial the consideration and all other information as Landlord may reasonably request concerning material terms and conditions of the proposed assigneeTransfer. So long as Tenant shall have complied with Section 13.2 above, subtenant or occupant. Any improvementsand subject to Landlord’s rights set forth in Section 13.2, additionsLandlord agrees that, or alterations 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 or either Building that are required by applicable Laws or are deemed necessary or appropriate by Landlordfor the Permitted Uses; (b) if, in Landlord’s reasonable judgmentopinion, as the Transferee (i) does not have a result 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 continued liability of Tenant notwithstanding such Transfer); (ii) does not have a business reputation compatible with the operation of a first-class combination retail and office building or the tenant mix Landlord desires for the Building; (c) intends to use the space subject to the Transfer for a use that violates any such Sublease exclusive or Assignment includingrestrictive use provisions then in effect with respect to space in the Property; and/or (d) if Tenant or the Transferee does not or cannot deliver any information required by this Section 13.3, without limitation, demising walls and/or other improvements, additions or alterations necessary including the Required Financials. Landlord shall use reasonable efforts to cause the Premises respond to be suitable for multiple tenants (all of the foregoing collectively, “Required Sublease Improvements”), shall be installed and provided any Transfer Notice delivered by Tenant within thirty (or, at Landlord’s 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 (x30) the construction of Required Sublease Improvements, and (y) a requirement that funds sufficient, in Landlord’s reasonable judgment, to cause the removal of the Required Sublease Improvements and restoration of the Premises to its condition prior to installation of the Required Sublease Improvements upon the earlier of expiration or termination of the Sublease or Assignment or this Lease be provided by Tenant to Landlord upon Landlord’s approval of such Sublease or Assignment, to be held as additional security for Tenant’s obligations to remove the Required Sublease Improvements upon expiration or earlier termination of this Lease as required by Paragraph 25(a). Tenant shall reimburse Landlord upon demand for any reasonable out-of-pocket expenses incurred by Landlord in connection with such review, including reasonable attorneys’ fees, and such obligation shall be an Additional Chargedays after Landxxxx’x receipt thereof.

Request for Consent. If The Tenant desires at any time to enter into an Assignment shall not effect a Transfer of this Lease or a Sublease of all or part of the Leased Premises or any portion thereof for which without the prior consent in writing of the Landlord’s consent is required, it shall first give written notice to Landlord of its desire to do so, which notice consent shall contain (i) not, provided no Event of Default has occurred, be unreasonably withheld. Provided that the name Tenant shall, at the time the Tenant shall request the consent of the proposed assigneeLandlord, subtenant or occupant; deliver to the Landlord such information in writing (iiherein called the "required information") as the name and nature of the proposed assignee’s, subtenant’s, or occupant’s business to be carried on in the Premises; (iii) the terms and provisions of the proposed Assignment or Sublease; and (iv) such financial and other information as Landlord may reasonably request concerning require respecting the proposed assignee, 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 Transferee including, without limitation, demising walls and/or other improvementsthe name, additions or alterations necessary 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 its option, to cause terminate this Lease if the Premises request relates to be suitable for multiple tenants (all of the foregoing collectivelyLeased Premises or, “Required Sublease Improvements”)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 after receiving the required information, not less than 30 nor more than 60 days' written notice of termination to the Tenant. In the event of such termination, the Rent and other payments required to be made by the Tenant hereunder shall be installed and provided by Tenant (or, at Landlord’s sole option, by Landlord but at Tenant’s expense), without cost or expense adjusted to Landlord. Landlord may condition its consent to any proposed Sublease or Assignment on both (x) the construction date of Required Sublease Improvements, and (y) a requirement that funds sufficienttermination and, in Landlord’s reasonable judgmentthe case of a partial termination, to cause Rent shall xxxxx in the removal proportion that the area of the Required Sublease Improvements and restoration portion of the Leased Premises for which this Lease is terminated bears to its condition prior to installation the area of the Required Sublease Improvements upon the earlier of expiration or termination of the Sublease or Assignment or Leased Premises and this Lease shall be provided by Tenant to Landlord upon Landlord’s approval of such Sublease or Assignment, deemed to be held as additional security for Tenant’s obligations amended accordingly. If the Landlord elects to remove the Required Sublease Improvements upon expiration or earlier termination of terminate this Lease as required to all or part of the Leased Premises, the Tenant may by Paragraph 25(a)written notice (given within 10 days or such longer time as the Landlord may consent to in writing after receipt of the Landlord's notice of termination) notify the Landlord of the Tenant'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 within such time period that it intends to refrain from such Transfer, then the Landlord's election to terminate this Lease in whole or in part shall reimburse Landlord upon demand for any reasonable out-of-pocket expenses incurred become null and void. Otherwise, the Landlord's termination shall take effect on the date stipulated by the Landlord in connection with such review, including reasonable attorneys’ fees, and such obligation shall be an Additional Chargeits notice of termination.

Request for Consent. If Tenant desires seeks to make a Transfer, Tenant shall notify Landlord, in writing, and deliver to Landlord at any time least twenty (20) days (but not more than one hundred eighty (180) days) prior to enter into an Assignment the proposed commencement date of this Lease or the Transfer (the “Proposed Effective Date”) the following information and documents (the “Tenant’s Notice”): (i) a Sublease description of the portion of the Premises or any portion thereof for which Landlord’s consent is required, it shall first give written notice to Landlord of its desire to do so, which notice shall contain be transferred (i) the name of the proposed assignee, subtenant or occupant“Subject Space”); (ii) all of the terms of the proposed Transfer including without limitation, the Proposed Effective Date, the name and nature address of the proposed assignee’sTransferee, subtenant’sand a copy of the existing or proposed assignment, sublease or occupant’s business to be carried on in other agreement governing the Premisesproposed Transfer; (iii) the terms and provisions current financial statements of the proposed Assignment Transferee certified by an officer, member, partner or Sublease; owner thereof, and (iv) any such financial and other information as Landlord may then reasonably request concerning the proposed assigneerequire, 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, including without limitation, demising walls and/or other improvements, additions or alterations necessary to cause financial statements (audited if audited financial statement have been prepared) for the Premises to be suitable for multiple tenants previous three (all of 3) most recent consecutive fiscal years; (iv) the foregoing collectively, “Required Sublease Improvements”Plans and Specifications (defined below), if any; and (v) such other information as Landlord may then reasonably require. Tenant shall be installed and provided give Landlord the Tenant’s Notice by Tenant (or, registered or certified mail addressed to Landlord at Landlord’s sole option, by Landlord but at Address specified in the Basic Lease Information. Within twenty (20) days after Landlord’s receipt of the Tenant’s expense)Notice (the “Landlord Response Period) Landlord shall notify Tenant, without cost or expense in writing, of its determination with respect to Landlordsuch requested proposed Transfer and the election to recapture as set forth in Section 14.5 below. If Landlord may condition its does not elect to recapture pursuant to the provisions of Section 14.5 below and does not consent to any the proposed Sublease or Assignment on both (x) the construction of Required Sublease ImprovementsTransfer, and (y) a requirement that funds sufficient, in Landlord’s reasonable judgmentnotice 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 cause the removal of the Required Sublease Improvements and restoration this Lease or sublease all or a portion of the Premises to its condition 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 twenty (20) days written notice (the “Second Response Period”) and Landlord fails to respond thereto prior to installation the end of the Required Sublease Improvements upon Second Response Period, the earlier of expiration or termination of the Sublease or Assignment or this Lease proposed Transfer shall then be provided deemed approved by Tenant to Landlord upon Landlord’s approval of such Sublease or Assignment, to be held as additional security for Tenant’s obligations to remove the Required Sublease Improvements upon expiration or earlier termination of this Lease as required by Paragraph 25(a). Tenant shall reimburse Landlord upon demand for any reasonable out-of-pocket expenses incurred by Landlord in connection with such review, including reasonable attorneys’ fees, and such obligation shall be an Additional Charge.

Request for Consent. If Tenant desires seeks to make a Transfer, Tenant shall notify Landlord, in writing, and deliver to Landlord at any time least thirty (30) days (but not more than one hundred eighty (180) days) prior to enter into an Assignment the proposed commencement date of this Lease or the Transfer (the “Proposed Effective Date”) the following information and documents (the “Tenant’s Notice”): (i) a Sublease description of the portion of the Premises or any portion thereof for which Landlord’s consent is required, it shall first give written notice to Landlord of its desire to do so, which notice shall contain be transferred (i) the name of the proposed assignee, subtenant or occupant“Subject Space”); (ii) all of the terms of the proposed Transfer including without limitation, the Proposed Effective Date, the name and nature address of the proposed assignee’sTransferee, subtenant’sand a copy of the existing or proposed assignment, sublease or occupant’s business to be carried on in other agreement governing the Premisesproposed Transfer; (iii) the terms and provisions current financial statements of the proposed Assignment Transferee certified by an officer, member, partner or Sublease; owner thereof, and (iv) any such financial and other information as Landlord may then reasonably request concerning the proposed assigneerequire, 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, including without limitation, demising walls and/or other improvements, additions or alterations necessary to cause audited financial statements for the Premises to be suitable for multiple tenants previous three (all of 3) most recent consecutive fiscal years; (iv) the foregoing collectively, “Required Sublease Improvements”Plans and Specifications (defined below), if any; and (v) such other information as Landlord may then reasonably require. Tenant shall be installed and provided give Landlord the Tenant’s Notice by Tenant (or, registered or certified mail addressed to Landlord at Landlord’s sole option, by Landlord but at Address specified in the Basic Lease Information. Within thirty (30) days after Landlord’s receipt of the Tenant’s expense)Notice (the “Landlord Response Period”) Landlord shall notify Tenant, without cost or expense in writing, of its determination with respect to Landlordsuch requested proposed Transfer and the election to recapture as set forth in Section 14.5 below. If Landlord may condition its does not elect to recapture pursuant to the provisions of Section 14.5 hereof and Landlord does consent to any the requested proposed Sublease Transfer, Tenant may thereafter assign its interests in and to this Lease or Assignment on both (x) the construction of Required Sublease Improvements, and (y) sublease all or a requirement that funds sufficient, in Landlord’s reasonable judgment, to cause the removal of the Required Sublease Improvements and restoration portion of the Premises to its condition 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) days’ written notice (the “Second Response Period”) and Landlord fails to respond thereto prior to installation the end of the Required Sublease Improvements upon Second Response Period, the earlier of expiration or termination of the Sublease or Assignment or this Lease proposed Transfer shall then be provided deemed approved by Tenant to Landlord upon Landlord’s approval of such Sublease or Assignment, to be held as additional security for Tenant’s obligations to remove the Required Sublease Improvements upon expiration or earlier termination of this Lease as required by Paragraph 25(a). Tenant shall reimburse Landlord upon demand for any reasonable out-of-pocket expenses incurred by Landlord in connection with such review, including reasonable attorneys’ fees, and such obligation shall be an Additional Charge.

Request for Consent. If Tenant desires seeks to make a Transfer, Tenant shall notify Landlord, in writing (“Tenant’s Notice”), and deliver to Landlord at any time least fifteen (15) days prior to enter into an Assignment the proposed commencement date of this Lease or the Transfer (“Proposed Effective Date”) the following: (i) a Sublease description of the portion of the Premises or any portion thereof for which Landlord’s consent is required, it shall first give written notice to Landlord of its desire to do so, which notice shall contain be transferred (i) the name of the proposed assignee, subtenant or occupant“Subject Space”); (ii) all of the terms of the proposed Transfer, including without limitation, the Proposed Effective Date, the name and nature address of the proposed assignee’sTransferee, subtenant’sand a copy of the existing or proposed assignment, sublease or occupant’s business to be carried on in other agreement governing the Premisesproposed Transfer; (iii) the terms and provisions current financial statements of the proposed Assignment Transferee certified by an officer, member, partner or Subleaseowner thereof, and audited financial statements for the previous three (3) most recent consecutive fiscal years; and (iv) such financial and other information as Landlord may then reasonably request concerning require. Within twenty (20) 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 assignee, subtenant or occupantTransfer and Landlord’s election as set forth in Section 14.5. Any improvements, additions, or alterations If Landlord does not elect to recapture pursuant to Section 14.5 and Landlord does consent to the Premises requested proposed Transfer, Tenant may thereafter assign its interests in and to this Lease or either Building that are required by applicable Laws sublease all 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, demising walls and/or other improvements, additions or alterations necessary to cause the Premises to be suitable for multiple tenants (all of the foregoing collectively, “Required Sublease Improvements”), shall be installed and provided by Tenant (or, at Landlord’s 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 Landlord’s reasonable judgment, to cause the removal of the Required Sublease Improvements and restoration portion of the Premises to its condition prior the same party and on the same terms as set forth in the Tenant’s Notice. In the event Landlord fails to installation timely respond to a Tenant’s Notice that is properly sent pursuant to Section 29.9 of the Required Sublease Improvements upon the earlier of expiration or termination of the Sublease or Assignment or this Lease be provided by and, thereafter, Tenant delivers to Landlord upon Landlord’s approval of such Sublease or Assignment, to be held as additional security for Tenant’s obligations to remove a second written Tenant Notice in accordance with the Required Sublease Improvements upon expiration or earlier termination terms of this Lease as required by Paragraph 25(a). Section 14 (and Section 29.9 below) and Landlord fails to respond to such second Tenant shall reimburse Notice within five (5) days after receipt thereof, then Landlord upon demand for any reasonable out-of-pocket expenses incurred by Landlord in connection with such review, including reasonable attorneys’ fees, and such obligation shall be an Additional Chargedeemed to have approved the proposed Transfer described in such Tenant Notice.