Common use of Terms of Consent Clause in Contracts

Terms of Consent. If landlord shall grant consent to a transfer, the following conditions apply: (1) The terms and conditions of this lease, including, among other things, tenant's liability for the subject space, shall in no way be deemed to have been waived or modified; (2) Such consent shall not be deemed consent to any further transfer by either tenant or transferee; (3) No transferee shall succeed to any rights provided in this lease or any amendment hereto to extend the term of this lease, or to sublease or assign this lease, any such rights being deemed personal to tenant, provided, however, nothing in the foregoing shall prevent tenant from exercising tenant's option to extend the term, including, without limitation, after a sublease by tenant, or to further sublease or assign; (4) Tenant shall deliver to landlord promptly after execution an original executed copy of all documentation pertaining to the transfer; and (5) Tenant shall furnish, upon landlord's request, a complete statement, certified by tenant, setting forth in detail the computation of any transfer premium tenant has derived and shall derive from such transfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records, and papers of tenant relating to any transfer, and shall have the right to make copies thereof. If the transfer premium respecting any transfer shall be found to be understated, tenant shall, within 10 days after demand, pay any additional share of the transfer premium owing to landlord, and if understated by more than 5%, tenant shall also pay landlord's cost of such audit and an additional 10% of the total transfer premium. Any sublease hereunder shall be subordinate and subject to the provisions of this lease; if this lease shall be terminated during the term of any sublease, landlord shall have the right to either treat such sublease as cancelled and repossess the subject space by any lawful means or require that such subtenant attorn to and recognize landlord as its landlord under any such sublease.

Terms of Consent. If landlord shall grant consent Landlord consents to a transfer, Transfer: (a) the following conditions apply: (1) The terms and conditions of this leaseLease, including, including among other things, tenantTenant's liability for the subject spaceSubject Space, shall in no way be deemed to have been waived or modified; , (2b) Such such consent shall not be deemed consent to any further transfer Transfer by either tenant Tenant or transferee; a Transferee, (3c) No transferee no Transferee shall succeed to any rights provided in this lease Lease or any amendment hereto to extend the term Term of this leaseLease, expand the Premises, or to sublease or assign this leaselease additional space, any such rights being deemed personal to tenantTenant, provided, however, nothing in the foregoing shall prevent tenant from exercising tenant's option to extend the term, including, without limitation, after a sublease by tenant, or to further sublease or assign; (4d) Tenant shall deliver to landlord Landlord promptly after execution execution, an original executed copy of all documentation pertaining to the transfer; and Transfer in form reasonably acceptable to Landlord, and (5e) Tenant shall furnish, furnish upon landlordLandlord's request, request a complete statement, certified by tenantan independent certified public accountant, or Tenant's chief financial officer, setting forth in detail the computation of any transfer premium tenant Transfer Premium Tenant has derived and shall derive from such transferTransfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records, records and papers of tenant Tenant relating to any transferTransfer, and shall have the right to make copies thereof. If the transfer premium Transfer Premium respecting any transfer Transfer shall be found to be understated, tenant shall, Tenant shall within 10 thirty (30) days after demand, demand pay any additional share of the transfer premium owing to landlorddeficiency, and if understated by more than 52%, tenant Tenant shall also pay landlordLandlord's cost costs of such audit and an additional 10% of the total transfer premiumaudit. Any sublease hereunder shall be subordinate and subject to the provisions of this lease; Lease, and if this lease Lease shall be terminated during the term of any sublease, landlord Landlord shall have the right to either to: (i) treat such sublease as cancelled and repossess the subject space Subject Space by any lawful means means, or (ii) require that such subtenant attorn to and recognize landlord Landlord as its landlord under any such sublease. If Tenant shall Default and fail to cure within the time permitted for cure under Article 23(A), Landlord is hereby irrevocably authorized, as Tenant's agent and attorney-in-fact, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant's obligations under this Lease) until such Default is cured.

Terms of Consent. If landlord shall grant consent Landlord consents to a transfer, Transfer: (i) the following conditions apply: (1) The terms and conditions of this leaseLease, including, among other things, tenant's including Tenant’s liability for the subject spaceSubject Space, shall in no way be deemed to have been waived or modified; , (2ii) Such such consent shall not be deemed consent to any further transfer Transfer by either tenant Tenant or transferee; a Transferee, (3iii) No transferee no Transferee shall succeed to any rights provided in this lease Lease or any amendment hereto to extend the term Term of this leaseLease, expand the Premises, or to sublease or assign this leaselease other space, any such rights being deemed personal to tenantthe initial Tenant, provided, however, nothing in the foregoing shall prevent tenant from exercising tenant's option to extend the term, including, without limitation, after a sublease by tenant, or to further sublease or assign; (4iv) Tenant shall deliver to landlord Landlord, promptly after execution execution, an original executed copy of all documentation pertaining to the transfer; and Transfer in form reasonably acceptable to Landlord, and (5v) Tenant shall furnish, upon landlord's request, furnish a complete statement, certified by tenant, statement setting forth in detail the computation of any transfer premium tenant Transfer Premium that Tenant has derived and shall derive from such transferTransfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records, records and papers of tenant Tenant and any Transferee relating to any transferTransfer, and shall have the right to make copies thereof. If the transfer premium respecting any transfer shall be a Transfer Premium is found to be understated, tenant shall, Tenant shall pay the deficiency within 10 thirty (30) days after demand, pay any additional share of the transfer premium owing to landlord, billing (and if understated by more than five percent (5%), tenant Tenant shall also pay landlord's cost include with such payment Landlord’s reasonable costs of such audit and an additional 10% of the total transfer premiumaudit). Any sublease hereunder shall be subordinate and subject to the provisions of this lease; Lease, and if this lease Lease shall be terminated during the term of any sublease, landlord whether based on Default or mutual agreement, Landlord shall have the right to either treat to: (a) deem such sublease as cancelled merged and canceled and repossess the subject space Subject Space by any lawful means means, or (b) require that such subtenant attorn to and recognize landlord Landlord as its landlord under such sublease with respect to obligations arising thereafter, subject to the terms of Landlord’s standard form of attornment documentation. If Tenant shall commit a Default under this Lease, Landlord is hereby irrevocably authorized to direct any such subleaseTransferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply toward Tenant’s obligations under this Lease).

Terms of Consent. If landlord shall grant consent Landlord consents to a transfer, Transfer (and does not exercise any recapture right pursuant to Section 7.7): (a) the following conditions apply: (1) The terms and conditions of this leaseLease, including, including among other things, tenantTenant's liability for the subject spaceSubject Space, and Rent with respect thereto, shall in no way be deemed to have been released, waived or modified; , (2b) Such such consent shall not be deemed consent to any further transfer Transfer by either tenant Tenant or transferee; the Transferee, (3c) No transferee no Transferee shall succeed to any rights provided in this lease Lease or any amendment hereto to extend the term of this leaseTerm, expand the Premises, or to sublease or assign this lease, any such rights being deemed personal to tenant, provided, however, nothing in the foregoing shall prevent tenant from exercising tenant's option to extend the term, including, without limitation, after a sublease by tenant, or to further sublease or assign; lease additional space unless expressly permitted hereunder; (4d) Tenant shall deliver to landlord Landlord promptly after execution execution, an original executed copy of all documentation pertaining to the transfer; and Transfer, and (5e) Tenant shall furnish, furnish upon landlordLandlord's request, request a complete statement, certified by tenantTenant's chief financial officer, setting forth in detail the computation of any transfer premium tenant Excess Rent Tenant has derived and shall derive from such transferTransfer. Landlord or its authorized representatives Each Transferee under an assignment of this Lease, other than Landlord, must expressly assume all of the provisions, covenants and conditions of this Lease on the part of Tenant thereafter to be kept and performed. Each sublease shall have be made subject to this Lease and all the right at all reasonable times to audit the booksterms, records, covenants and papers conditions of tenant relating to any transfer, and this Lease. No subtenant (other than Landlord) shall have the right to make copies further Transfer its interest in the Subject Space without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. The surrender of this Lease by Tenant, or a mutual cancellation thereof. If , or the transfer premium respecting any transfer termination of this Lease in accordance with its terms, shall be found to be understated, tenant not work a merger and shall, within 10 days after demandat the option of Landlord, pay terminate all or any additional share of the transfer premium owing existing subleases or operate as an assignment to landlord, and if understated by more than 5%, tenant shall also pay landlord's cost of such audit and an additional 10% of the total transfer premium. Any sublease hereunder shall be subordinate and subject to the provisions of this lease; if this lease shall be terminated during the term Landlord of any sublease, landlord shall have the right to either treat or all such sublease as cancelled and repossess the subject space by any lawful means or require that such subtenant attorn to and recognize landlord as its landlord under any such subleasesubleases.

Terms of Consent. If landlord shall grant consent Landlord consents to a transfer, Transfer: (a) the following conditions apply: (1) The terms and conditions of this leaseLease, including, including among other things, tenantTenant's liability for the subject spaceSubject Space, shall in no way be deemed to have been waived or modified; , (2b) Such such consent shall not be deemed consent to any further transfer Transfer by either tenant Tenant or transferee; a Transferee, (3c) No transferee no Transferee shall succeed to any rights provided in this lease Lease or any amendment hereto to extend the term Term of this leaseLease, expand the Premises, or to sublease or assign this leaselease additional space, any such rights being deemed personal to tenantTenant, provided, however, nothing in the foregoing shall prevent tenant from exercising tenant's option to extend the term, including, without limitation, after a sublease by tenant, or to further sublease or assign; (4d) Tenant shall deliver to landlord Landlord promptly after execution execution, an original executed copy of all documentation pertaining to the transfer; and Transfer in form reasonably acceptable to Landlord, and (5e) Tenant shall furnish, furnish upon landlordLandlord's request, request a complete statement, certified by tenantan independent certified public accountant, or Tenant's chief financial officer, setting forth in detail the computation of any transfer premium tenant Transfer Premium Tenant has derived and shall derive from such transferTransfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records, records and papers of tenant Tenant relating to any transferTransfer, and shall have the right to make copies thereof. If the transfer premium Transfer Premium respecting any transfer Transfer shall be found to be understated, tenant shall, Tenant shall within 10 thirty (30) days after demand, demand pay any additional share of the transfer premium owing to landlorddeficiency, and if understated by more than 52%, tenant Tenant shall also pay landlordLandlord's cost costs of such audit and an additional 10% of the total transfer premiumaudit. Any sublease hereunder shall be subordinate and subject to the provisions of this lease; Lease, and if this lease Lease shall be terminated during the term of any sublease, landlord Landlord shall have the right to either to: (i) treat such sublease as cancelled canceled and repossess the subject space Subject Space by any lawful means means, or (ii) require that such subtenant attorn to and recognize landlord Landlord as its landlord under any such sublease. If Tenant shall Default and fail to cure within the time permitted for cure under Article 23(A), Landlord is hereby irrevocably authorized, as Tenant's agent and attorney-in-fact, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant's obligations under this Lease) until such Default is cured.

Terms of Consent. If landlord shall grant consent Landlord consents to a transfer, Transfer: (i) the following conditions apply: (1) The terms and conditions of this leaseLease, including, among other things, tenant's including Tenant’s liability for the subject spaceSubject Space, shall in no way be deemed to have been waived or modified; , (2ii) Such such consent shall not be deemed consent to any further transfer Transfer by either tenant Tenant or transferee; a Transferee, (3iii) No transferee unless otherwise agreed by Landlord, no Transferee shall succeed to any rights provided in this lease Lease or any amendment hereto to extend the term Term of this leaseLease, expand the Premises, or to sublease or assign this leaselease other space, any such rights being deemed personal to tenantthe initial Tenant, provided, however, nothing in the foregoing shall prevent tenant from exercising tenant's option to extend the term, including, without limitation, after a sublease by tenant, or to further sublease or assign; (4iv) Tenant shall deliver to landlord Landlord, promptly after execution execution, an original executed copy of all documentation pertaining to the transfer; and Transfer in form reasonably acceptable to Landlord, and (5v) Tenant shall furnish, upon landlord's request, furnish a complete statement, certified by tenant, statement setting forth in detail the computation of any transfer premium tenant Transfer Premium that Tenant has derived and shall derive from such transferTransfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records, records and papers of tenant Tenant and any Transferee relating to any transferTransfer, and shall have the right to make copies thereof. If the transfer premium respecting any transfer shall be a Transfer Premium is found to be understated, tenant shall, Tenant shall pay the deficiency within 10 thirty (30) days after demand, pay any additional share of the transfer premium owing to landlord, billing (and if understated by more than five percent (5%), tenant Tenant shall also pay landlord's cost include with such payment Landlord’s reasonable costs of such audit and an additional 10% of the total transfer premiumaudit). Any sublease hereunder shall be subordinate and subject to the provisions of this lease; Lease, and if this lease Lease shall be terminated during the term of any sublease, landlord whether based on Default or mutual agreement, Landlord shall have the right to either treat to: (a) deem such sublease as cancelled merged and canceled and repossess the subject space Subject Space by any lawful means means, or (b) require that such subtenant attorn to and recognize landlord Landlord as its landlord under such sublease with respect to obligations arising thereafter, subject to the terms of Landlord’s standard form of attornment documentation. If Tenant shall commit a Default beyond any such subleaseapplicable cure period under this Lease, Landlord is hereby irrevocably authorized to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply toward Tenant’s obligations under this Lease).

Terms of Consent. If landlord shall grant Landlord consents to a Transfer, or a consent to such Transfer is obtained by the order of a transfercourt of competent jurisdiction, or if a Transfer occurs as a result of operation of law not requiring Landlord's consent (notwithstanding the express agreement between the parties hereto that any Transfer by operation of law shall in any event be subject to the consent of Landlord and all of the other provisions as contained in this Article XIV), Landlord shall have the following rights, in default of any of which no such Transfer shall occur or be effective. (a) to collect a deposit or further deposit to be held as a security deposit for the prompt performance by the Transferee of all of the terms, covenants, conditions apply: and provisions of this Lease such that a security deposit held by Landlord shall be equivalent to at least the last one (1) The months' Rent payable in respect of the remaining terms and conditions of this lease, including, among other things, tenant's liability for the subject space, shall in no way be deemed to have been waived or modifiedTransferred Premises; (2b) Such consent shall not be deemed consent to require Tenant and the Transferee and any further transfer by either tenant indemnifier in respect of Tenant's or transfereeTransferee's obligations hereunder to enter into an agreement in writing and under seal to implement any amendments to this Lease to give effect to Landlord's exercise of any of its rights hereunder; (3c) No transferee shall succeed to any rights provided require the Transferee to enter into an agreement with Landlord in writing and under seal to be bound by all of Tenant's obligations accruing from the agreed date that the new Tenant is to take possession under this lease or any amendment hereto to extend the term of this lease, or to sublease or assign this lease, any such rights being deemed personal to tenant, Lease amended as herein provided, however, nothing in the foregoing shall prevent tenant from exercising tenant's option to extend the term, including, without limitation, after a sublease by tenant, or to further sublease or assign; (4d) to require the Transferee to waive any rights pursuant to subsection 39(2) of the Landlord and Tenant shall deliver Act (Ontario) and any amendments thereto and any other statutory provisions of the same or similar effect, to landlord promptly after execution pay any Rent less than the amount payable hereunder; (e) to require, if the Transfer is a sublease or other transaction not including an original executed copy of assignment, that all documentation pertaining amounts payable by the Transferee to the transferTenant be paid directly to Landlord who shall apply the same on account of Tenant's obligations under this Lease; and (5f) Tenant shall furnishto require, upon landlord's requestif the Transfer provides for a rental, a complete statementbonus, certified by tenantkey money, setting forth a lump sum payment or other consideration incidental thereto which is in detail excess of the computation Rent or that portion of any transfer premium tenant has derived and shall derive from such transfer. Landlord or its authorized representatives shall have Rent attributable to the right at all reasonable times to audit portion of the booksPremises transferred, records, and papers of tenant relating to any transfer, and shall have then the right to make copies thereof. If the transfer premium respecting any transfer excess shall be found paid by Tenant to be understatedLandlord as Additional Rent, tenant shall, within 10 days after demand, pay it being acknowledged by Tenant that it is not permitted to profit in any additional share way from Transferring this Lease or parting with any portion of the transfer premium owing to landlord, Premises and if understated by more than 5%, tenant that all additional payments in excess of the Rent and Additional Rent provided herein shall also pay landlord's cost of such audit and an additional 10% of the total transfer premium. Any sublease hereunder shall be subordinate and subject paid to the provisions of this lease; if this lease shall be terminated during the term of any sublease, landlord shall have the right to either treat such sublease Landlord as cancelled and repossess the subject space by any lawful means or require that such subtenant attorn to and recognize landlord as its landlord under any such subleaseAdditional Rent.

Terms of Consent. If landlord shall grant consent Landlord consents to a transfer, Transfer (and does not exercise any recapture right pursuant to Section 7.7): (a) the following conditions apply: (1) The terms and conditions of this leaseLease, including, including among other things, tenant's Tenant’s liability for the subject spaceSubject Space, and Rent with respect thereto, shall in no way be deemed to have been released, waived or modified; , (2b) Such such consent shall not be deemed consent to any further transfer Transfer by either tenant Tenant or transferee; the Transferee, (3c) No transferee no Transferee shall succeed to any rights provided in this lease Lease or any amendment hereto to extend the term of this leaseTerm, expand the Premises, or to sublease or assign this lease, any such rights being deemed personal to tenant, provided, however, nothing in the foregoing shall prevent tenant from exercising tenant's option to extend the term, including, without limitation, after a sublease by tenant, or to further sublease or assign; lease additional space unless expressly permitted hereunder; (4d) Tenant shall deliver to landlord Landlord promptly after execution execution, an original executed copy of all documentation pertaining to the transfer; and Transfer, and (5e) Tenant shall furnish, furnish upon landlord's request, Landlord’s request a complete statement, certified by tenantTenant’s chief financial officer, setting forth in detail the computation of any transfer premium tenant Excess Rent Tenant has derived and shall derive from such transferTransfer. Landlord or its authorized representatives Each Transferee under an assignment of this Lease, other than Landlord, must expressly assume all of the provisions, covenants and conditions of this Lease on the part of Tenant thereafter to be kept and performed. Each sublease shall have be made subject to this Lease and all the right at all reasonable times to audit the booksterms, records, covenants and papers conditions of tenant relating to any transfer, and this Lease. No subtenant (other than Landlord) shall have the right to make copies further Transfer its interest in the Subject Space. The surrender of this Lease by Tenant, or a mutual cancellation thereof. If , or the transfer premium respecting any transfer termination of this Lease in accordance with its terms, shall be found to be understated, tenant not work a merger and shall, within 10 days after demandat the option of Landlord, pay terminate all or any additional share of the transfer premium owing existing subleases or operate as an assignment to landlord, and if understated by more than 5%, tenant shall also pay landlord's cost of such audit and an additional 10% of the total transfer premium. Any sublease hereunder shall be subordinate and subject to the provisions of this lease; if this lease shall be terminated during the term Landlord of any sublease, landlord shall have the right to either treat or all such sublease as cancelled and repossess the subject space by any lawful means or require that such subtenant attorn to and recognize landlord as its landlord under any such subleasesubleases.

Terms of Consent. If landlord shall grant consent Landlord consents to a transfer, Transfer: (i) the following conditions apply: (1) The terms and conditions of this leaseLease, including, including among other things, tenant's things Tenant’s liability for the subject spaceSubject Space, shall in no way be deemed to have been waived waived, released or modified; , and Tenant shall remain fully liable hereunder, (2ii) Such such consent shall not be deemed consent to any further transfer Transfer by either tenant Tenant or transferee; a Transferee, and (3) No transferee shall succeed to any rights provided in this lease or any amendment hereto to extend the term of this lease, or to sublease or assign this lease, any such rights being deemed personal to tenant, provided, however, nothing in the foregoing shall prevent tenant from exercising tenant's option to extend the term, including, without limitation, after a sublease by tenant, or to further sublease or assign; (4iii) Tenant shall deliver to landlord Landlord promptly after execution an original executed copy of all documentation pertaining to the transfer; and (5) Tenant shall furnish, upon landlord's request, a complete statement, certified by tenant, setting forth Transfer in detail the computation of any transfer premium tenant has derived and shall derive from such transfer. Landlord or its authorized representatives shall have the right at all reasonable times form reasonably acceptable to audit the books, records, and papers of tenant relating to any transfer, and shall have the right to make copies thereof. If the transfer premium respecting any transfer shall be found to be understated, tenant shall, within 10 days after demand, pay any additional share of the transfer premium owing to landlord, and if understated by more than 5%, tenant shall also pay landlord's cost of such audit and an additional 10% of the total transfer premiumLandlord. Any sublease hereunder shall be subordinate and subject to the provisions of this lease; Lease, and if this lease Lease shall be terminated during the term of any sublease, landlord Landlord shall have the right to either to: (a) treat such sublease as cancelled canceled and repossess the subject space Subject Space by any lawful means means; or (b) require that such subtenant attorn to and recognize landlord Landlord as its landlord under any such sublease. If an Event of Default shall occur, Landlord is hereby irrevocably authorized, as Tenant’s agent and attorney-in-fact, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant’s obligations under this Lease) until such Event of Default is cured. If Tenant’s Transferee defaults under this Lease, Landlord may proceed directly against Tenant without pursuing remedies against the Transferee. Tenant agrees to defend, indemnify and hold harmless Landlord with respect to all costs (including reasonable attorneys’ and legal fees expended by Landlord in connection with) and liability for compensation claimed by any broker or agent in connection with any Transfer of Tenant’s interest under this Lease.

Terms of Consent. If landlord shall grant consent Landlord consents to a transfer, Transfer: (i) the following conditions apply: (1) The terms and conditions of this leaseLease, includingincluding Tenant's liability under this Lease, among other things, tenant's including without limitation its liability for the subject spaceLeased Premises, shall in no way be deemed to have been waived or modified; , (2ii) Such such consent shall not be deemed consent to any further transfer Transfer by either tenant Tenant or transferee; a Transferee, (3and, if this Lease has been guaranteed to Landlord, such consent shall not be effective unless and until Landlord shall have received Guarantor's agreement (in form reasonably acceptable to Landlord) No transferee that its guarantee of this Lease remains in full force and effect,] (iii) no Transferee shall succeed to any rights provided in this lease Lease or any amendment hereto to extend extend, terminate or renew the term Term of this leaseLease, to expand or contract the Leased Premises, to lease other space or to sublease Transfer the Lease or assign this leasethe Leased Premises, any such rights being deemed personal to tenantthe initial Tenant named herein (and being deemed to have been automatically rendered null and void upon any such Transfer), provided, however, nothing in the foregoing shall prevent tenant from exercising tenant's option to extend the term, including, without limitation, after a sublease by tenant, or to further sublease or assign; (4iv) Tenant shall deliver to landlord Landlord promptly after execution execution, an original executed copy of all documentation pertaining to the transfer; and Transfer in form reasonably acceptable to Landlord, and (5v) Tenant shall furnish, upon landlord's request, furnish a complete statement, certified by tenantan independent certified public accountant or Tenant's chief financial officer, setting forth in detail the computation of any transfer premium tenant Transfer Premium that Tenant has derived and shall may derive from such transferTransfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records, records and papers of tenant Tenant and any Transferee relating to any transfer, and shall have the right to make copies thereofTransfer. If the transfer premium Transfer Premium respecting any transfer Transfer shall be found to be understated, tenant shall, Tenant shall within 10 thirty (30) days after demand, demand pay any additional share of the transfer premium owing to landlorddeficiency, and if understated by more than 5two percent (2%, tenant ) Tenant shall also pay landlordLandlord's cost costs of such audit and an additional 10% of the total transfer premiumaudit. Any sublease hereunder shall be subordinate and subject to the provisions of this lease; Lease, and if this lease Lease shall be terminated during the term of any sublease, landlord Landlord shall have the right to either treat to: (a) deem such sublease as cancelled merged and canceled and repossess the subject space Leased Premises by any lawful means means, or (b) deem such termination as an assignment of such sublease to Landlord and not as a merger, and require that such subtenant attorn to and recognize landlord Landlord as its landlord under any such sublease. If Tenant shall commit a Default under this Lease, Landlord is hereby irrevocably authorized, as Tenant's agent and attorney-in-fact, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant's obligations under this Lease).

Terms of Consent. If landlord shall grant consent Landlord consents to a transfer, Transfer: (i) the following conditions apply: (1) The terms and conditions of this leaseLease, including, including among other things, tenantTenant's liability for the subject spaceSubject Space, and Rental with respect thereto, shall in no way be deemed to have been released, waived or modified; , (2ii) Such such consent shall not be deemed consent to any further transfer Transfer by either tenant Tenant or transferee; the Transferee, (3iii) No transferee no Transferee shall succeed to any rights provided in this lease Lease or any amendment hereto to extend the term Term of this leaseLease, expand the Premises, or to sublease or assign this leaselease additional space, any such rights being deemed personal to tenantTenant, provided, however, nothing in the foregoing shall prevent tenant from exercising tenant's option to extend the term, including, without limitation, after a sublease by tenant, or to further sublease or assign; (4iv) Tenant shall deliver to landlord Landlord promptly after execution an original executed copy execution, originals of all documentation pertaining to the transfer; and Transfer in form reasonably acceptable to Landlord, and (5v) Tenant shall furnish, furnish upon landlordLandlord's request, request a complete statement, certified by tenantan independent certified public accountant, or Tenant's chief financial officer, setting forth in detail the computation of any transfer premium tenant Transfer Premium Tenant has derived and shall derive from such transferTransfer. In addition, if Landlord or its authorized representatives consents to a Transfer, but the terms of the proposed Transfer materially change from those set forth in Tenant's Notice of Proposed Transfer, Tenant shall have the right at all reasonable times to audit the bookssubmit a new Notice of Proposed Transfer, recordsrequesting Landlord's consent, and papers the Subject Space shall again be subject to Landlord's rights under Paragraph 12(e). Each Transferee under an assignment of tenant relating to any transferthis Lease, other than Landlord, must expressly assume all of the provisions, covenants and shall have conditions of this Lease on the right to make copies thereof. If the transfer premium respecting any transfer shall be found part of Tenant to be understated, tenant shall, within 10 days after demand, pay any additional share of the transfer premium owing to landlord, kept and if understated by more than 5%, tenant shall also pay landlord's cost of such audit and an additional 10% of the total transfer premiumperformed. Any sublease hereunder shall be subordinate and subject to the provisions of this lease; Lease, and if this lease Lease shall be terminated during the term of any sublease, landlord Landlord shall have the right to either to: (1) treat such sublease as cancelled and repossess the subject space Subject Space by any lawful means means, or (2) require that such the subtenant attorn to and recognize landlord Landlord as its landlord under any such sublease. If Tenant shall default in any monetary obligation under this Lease and fail to cure such default within the time permitted for cure under Paragraph 18(a), Landlord is hereby irrevocably authorized to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant's obligations under this Lease) until such default is cured.

Terms of Consent. If landlord shall grant consent Landlord consents to a transfer, Transfer: (i) the following conditions apply: (1) The terms and conditions of this leaseLease, including, among other things, tenant's including Tenant’s liability for the subject spaceSubject Space, shall in no way be deemed to have been waived or modified; , (2ii) Such such consent shall not be deemed consent to any further transfer Transfer by either tenant Tenant or transferee; a Transferee, (3iii) No transferee no Transferee shall succeed to any rights provided in this lease Lease or any amendment hereto to extend the term Term of this leaseLease, expand the Premises, or to sublease or assign this leaselease other space, any such rights being deemed personal to tenantthe initial Tenant, provided, however, nothing in the foregoing shall prevent tenant from exercising tenant's option to extend the term, including, without limitation, after a sublease by tenant, or to further sublease or assign; (4iv) Tenant shall deliver to landlord Landlord, promptly after execution execution, an original executed copy of all documentation pertaining to the transfer; and Transfer in form reasonably acceptable to Landlord, and (5v) Tenant shall furnish, upon landlord's request, furnish a complete statement, certified by tenantan independent certified public accountant or Tenant’s financial officer, setting forth in detail the computation of any transfer premium tenant Transfer Premium that Tenant has derived and shall derive from such transferTransfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records, records and papers of tenant Tenant and any Transferee relating to any transferTransfer, and shall have the right to make copies thereof. If the transfer premium Transfer Premium respecting any transfer Transfer shall be found to be have been understated, tenant shall, Tenant shall pay the deficiency within 10 fifteen (15) days after demand, pay any additional share of the transfer premium owing to landlord, demand (and if understated by more than five percent (5%), tenant Tenant shall also pay landlord's cost include with such payment Landlord’s costs of such audit and an additional 10% of the total transfer premiumaudit). Any sublease hereunder shall be subordinate and subject to the provisions of this lease; Lease, and if this lease Lease shall be terminated during the term of any sublease, landlord whether based on Default or mutual agreement, Landlord shall have the right to either treat to: (a) deem such sublease as cancelled merged and canceled and repossess the subject space Subject Space by any lawful means means, or (b) require that such subtenant attorn to and recognize landlord Landlord as its landlord under such sublease with respect to obligations arising thereafter, subject to the terms of Landlord’s standard form of attornment documentation. If Tenant shall commit a Default under this Lease, Landlord is hereby irrevocably Table of Contents authorized to direct any such subleaseTransferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply toward Tenant’s obligations under this Lease).

Terms of Consent. If landlord shall grant consent Landlord consents to a transfer, the following conditions apply: Transfer: (1a) The terms and conditions of this lease, including, among other things, tenant's liability for the subject space, shall in no way be deemed to have been waived or modified; (2) Such such consent shall not be deemed consent to any further transfer Transfer by either tenant Tenant or transferee; the Transferee; (3b) No transferee no subtenant shall succeed to any rights provided in this lease Lease or any amendment hereto to extend the term of this leaseTerm, expand the Premises, or to sublease or assign this lease, any such rights being deemed personal to tenant, provided, however, nothing in the foregoing shall prevent tenant from exercising tenant's option to extend the term, including, without limitation, after a sublease by tenant, or to further sublease or assign; lease additional space; and (4c) Tenant shall deliver to landlord Landlord promptly after execution execution, an original executed copy of all documentation pertaining to the transfer; and Transfer in form reasonably acceptable to Landlord. Each Transferee under an assignment of this Lease, other than Landlord, must expressly assume all of the provisions, covenants and conditions of this Lease on the part of Tenant to be kept and performed. If an Event of Default occurs under this Lease, Tenant hereby authorizes Landlord to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (5which Landlord shall apply towards Tenant’s obligations under this Lease) until such Event of Default is cured. Notwithstanding anything to the contrary contained herein and without limiting the rights of Tenant shall furnishthat may be transferred to any Transferee, upon landlord's request, a complete statement, certified by tenant, setting forth in detail Tenant’s rights to use the computation Parking Spaces under Article 30 and Tenant’s signage rights under Article 42 may be Transferred to an assignee or sublessee of any transfer premium tenant has derived and shall derive from such transferthe Premises. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records, and papers of tenant No Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s consent, shall relieve Tenant from any transferliability under this Lease, and shall have including, without limitation, in connection with the right to make copies thereof. If the transfer premium respecting any transfer shall be found to be understated, tenant shall, within 10 days after demand, pay any additional share of the transfer premium owing to landlord, and if understated by more than 5%, tenant shall also pay landlord's cost of such audit and an additional 10% of the total transfer premium. Any sublease hereunder shall be subordinate and subject to the provisions of this lease; if this lease shall be terminated during the term of any sublease, landlord shall have the right to either treat such sublease as cancelled and repossess the subject space by any lawful means or require that such subtenant attorn to and recognize landlord as its landlord under any such subleaseSubject Space.

Terms of Consent. If landlord shall grant consent Landlord consents to a transferTransfer: (a) any Transfer shall be made only if, and shall not be effective until, the following conditions apply: Transferee shall execute, acknowledge and deliver to Landlord an agreement in form and substance reasonably satisfactory to Landlord whereby the Transferee shall agree to be bound by and assume the obligations of this Lease on the part of Tenant to be performed or observed, (1b) The terms the terms, covenants and conditions of this leaseLease, including, including among other things, tenantTenant's (or any Transferee's) liability for the subject spaceSubject Space, shall in no way be deemed to have been waived or modified; modified and the original named Tenant (2and any Transferee, as the case may be) Such shall remain fully liable for the payment of Rent and Additional Rent and for the other obligations of this Lease on the part of Tenant to be performed or observed, (c) such consent shall not be deemed consent to any further transfer Transfer by either tenant Tenant or transferee; a Transferee, (3d) No transferee no Transferee shall succeed to any rights provided in this lease Lease or any amendment hereto to extend the term Term of this leaseLease, expand the Premises, or to sublease or assign this leaselease additional space, any such rights being deemed personal to tenantTenant, provided, however, nothing in the foregoing shall prevent tenant from exercising tenant's option to extend the term, including, without limitation, after a sublease by tenant, or to further sublease or assign; (4e) Tenant shall deliver to landlord Landlord promptly after execution execution, an original executed copy of all documentation pertaining to the transfer; and Transfer in a form reasonably acceptable to Landlord, and (5f) Tenant shall furnish, furnish upon landlordLandlord's request, request a complete statement, certified by tenantan independent certified public accountant, or Tenant's chief financial officer, setting forth in detail the computation of any transfer premium tenant Transfer Premium Tenant has derived and shall derive from such transferTransfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records, records and papers of tenant Tenant relating to any transferTransfer, and shall have the right to make copies thereof. If the transfer premium Transfer Premium respecting any transfer Transfer shall be found to be understated, tenant shall, Tenant shall within 10 thirty (30) days after demand, demand pay any additional share of the transfer premium owing to landlorddeficiency, and if understated by more than five percent (5%), tenant Tenant shall also pay landlordLandlord's cost costs of such audit and an additional 10% of the total transfer premiumaudit. Any sublease hereunder shall be subordinate and subject to the provisions of this lease; Lease, and if this lease Lease shall be terminated during the term of any sublease, landlord Landlord shall have the right to either to: (i) treat such sublease as cancelled canceled and repossess the subject space Subject Space by any lawful means or require that such subtenant attorn to and recognize landlord as its landlord under any such sublease.means, or

Terms of Consent. If landlord shall grant consent Landlord consents to a transfer, Transfer: (i) the following conditions apply: (1) The terms and conditions of this leaseLease, including, among other things, tenantincluding Tenant's liability for the subject spaceSubject Space, shall in no way be deemed to have been waived or modified; , (2ii) Such such consent shall not be deemed consent to any further transfer Transfer by either tenant Tenant or transferee; a Transferee, (3iii) No transferee no Transferee shall succeed to any rights provided in this lease Lease or any amendment hereto to extend the term Term of this leaseLease, expand or contract the Premises, or to sublease or assign this leaselease other space, any such rights being deemed personal to tenantthe initial Tenant named herein (and being deemed to have been automatically revoked and deleted upon any such Transfer), provided, however, nothing in the foregoing shall prevent tenant from exercising tenant's option to extend the term, including, without limitation, after a sublease by tenant, or to further sublease or assign; (4iv) Tenant shall deliver to landlord Landlord promptly after execution execution, an original executed copy of all documentation pertaining to the transfer; and Transfer in form reasonably acceptable to Landlord, and (5v) Tenant shall furnish, upon landlord's request, furnish a complete statement, certified by tenantan independent certified public accountant, or Tenant's chief financial officer, setting forth in detail the computation of any transfer premium tenant Transfer Premium that Tenant has derived and shall derive from such transferTransfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records, records and papers of tenant Tenant and any Transferee relating to any transferTransfer, and shall have the right to make copies thereof. If the transfer premium Transfer Premium respecting any transfer Transfer shall be found to be understated, tenant shall, Tenant shall within 10 thirty (30) days after demand, demand pay any additional share of the transfer premium owing to landlorddeficiency, and if understated by more than 5two percent (2%, tenant ) Tenant shall also pay landlordLandlord's cost costs of such audit and an additional 10% of the total transfer premiumaudit. Any sublease hereunder shall be subordinate and subject to the provisions of this lease; Lease, and if this lease Lease shall be terminated during the term of any sublease, landlord Landlord shall have the right to either treat to: (a) deem such sublease as cancelled merged and canceled and repossess the subject space Subject Space by any lawful means means, or (b) deem such termination as an assignment of such sublease to Landlord and not as a merger, and require that such subtenant attorn to and recognize landlord Landlord as its landlord under any such sublease. If Tenant shall commit a Default under this Lease, Landlord is hereby irrevocably authorized, as Tenant's agent and attorney-in-fact, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant's obligations under this Lease).

Terms of Consent. If landlord shall grant consent Landlord consents to a transferTransfer, or if Tenant makes a Transfer to an Affiliate: (a) the following conditions apply: (1) The terms and conditions of this lease, including, among other things, tenant's liability for the subject space, Lease shall in no way be deemed to have been waived or modified; , (2b) Such such consent (if required) shall not be deemed consent to any further transfer Transfer by either tenant Tenant or transferee; a Transferee, (3c) No transferee no Transferee shall succeed to any rights provided in this lease Lease or any amendment hereto to extend the term Term of this leaseLease, expand the Premises, or to sublease or assign this leaselease additional space, any such rights being deemed personal to tenantthe original Tenant and its Affiliates, provided(d) no Transfer relating to this Lease or agreement entered into with respect thereto, howeverwhether with or without Landlord’s consent, nothing in the foregoing shall prevent tenant relieve Tenant from exercising tenant's option liability under this Lease, (e) except if Tenant makes a Transfer to extend the terman Affiliate, including, without limitation, after a sublease by tenant, or to further sublease or assign; (4) Tenant shall deliver to landlord Landlord promptly after execution execution, an original executed copy of all documentation pertaining to the transfer; and Transfer in form reasonably acceptable to Landlord, and (5f) except if Tenant makes a Transfer to an Affiliate, Tenant shall furnish, furnish upon landlord's request, Landlord’s request a complete statement, certified by tenantan independent certified public accountant, or Tenant’s chief financial officer, setting forth in detail the computation of any transfer premium tenant profits Tenant has derived and shall derive from such transferTransfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records, records and papers of tenant Tenant relating to any transferTransfer, and shall have the right to make copies thereof. If the transfer premium respecting profits derived by Tenant from any transfer Transfer shall be found to be understated, tenant shall, Tenant shall within 10 thirty (30) days after demand, demand pay any additional share of the transfer premium owing to landlorddeficiency, and if understated by more than 52%, tenant Tenant shall also pay landlord's cost Landlord’s costs of such audit and an additional 10% of the total transfer premiumaudit. Any sublease hereunder shall be subordinate and subject to the provisions of this lease; Lease, and if this lease Lease shall be terminated during the term of any sublease, landlord Landlord shall have the right to either to: (i) treat such sublease as cancelled canceled and repossess the subject space Subject Space by any lawful means means, or (ii) require that such subtenant attorn to and recognize landlord Landlord as its landlord under any such sublease. In the event of default, Landlord is hereby irrevocably authorized, as Tenant’s agent and attorney-in-fact, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord ( which Landlord shall apply towards Tenant’s obligations under this Lease) until such default is cured.

Terms of Consent. If landlord shall grant consent Landlord consents to a transfer, Transfer: (i) the following conditions apply: (1) The terms and conditions of this leaseLease, including, among other things, tenant's including Tenant’s liability for the subject spaceSubject Space, shall in no way be deemed to have been waived or modified; , (2ii) Such such consent shall not be deemed consent to any further transfer Transfer by either tenant Tenant or transferee; a Transferee, (3iii) No transferee no Transferee shall succeed to any rights provided in this lease Lease or any amendment hereto to extend the term of this leaseLease Term, expand or contract the Demised Premises, or to sublease or assign this leaselease other space, any such rights being deemed personal to tenantthe initial Tenant named herein (and being deemed to have been automatically revoked and deleted upon any such Transfer), provided, however, nothing in the foregoing shall prevent tenant from exercising tenant's option to extend the term, including, without limitation, after a sublease by tenant, or to further sublease or assign; (4iv) Tenant shall deliver to landlord Landlord promptly after execution execution, an original executed copy of all documentation pertaining to the transfer; and Transfer in form reasonably acceptable to Landlord, and (5v) Tenant shall furnish, upon landlord's request, furnish a complete statement, certified by tenantan independent certified public accountant or Tenant’s chief financial officer, setting forth in detail the computation of any transfer premium tenant Transfer Premium that Tenant has derived and shall derive from such transferTransfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records, records and papers of tenant Tenant and any Transferee relating to any transferTransfer, and shall have the right to make copies thereof. If the transfer premium Transfer Premium respecting any transfer Transfer shall be found to be understated, tenant shall, Tenant shall within 10 thirty (30) days after demand, demand pay any additional share of the transfer premium owing to landlorddeficiency, and if understated by more than 5three percent (3%, tenant ) Tenant shall also pay landlord's cost Landlord’s costs of such audit and an additional 10% of the total transfer premiumaudit. Any sublease hereunder shall be subordinate and subject to the provisions of this lease; Lease, and if this lease Lease shall be terminated during the term of any sublease, landlord Landlord shall have the right to either treat to: (a) deem such sublease as cancelled merged and canceled and repossess the subject space Subject Space by any lawful means means, or (b) deem such Termination as an assignment of such sublease to Landlord and not as a merger, and require that such subtenant attorn to and recognize landlord Landlord as its landlord under any such sublease. If Tenant shall commit a Default under this Lease, Landlord is hereby irrevocably authorized, as Tenant’s agent and attorney-in-fact, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant’s obligations under this Lease) until such Default is cured.

Terms of Consent. If landlord shall grant consent Landlord consents to a transfer, Transfer (a) the following conditions apply: (1) The terms and conditions of this leaseLease, including, including among other things, tenantthings Tenant's liability for the subject spaceSubject Space, shall in no way be deemed to have been waived or modified; , (2b) Such such consent shall not be deemed consent to any further transfer Transfer by either tenant Tenant or transferee; a Transferee, (3c) No transferee no Transferee shall succeed to any rights provided in this lease Lease or any amendment hereto to extend the term Term of this leaseLease, expand the Premises, or to sublease or assign this leaselease additional space, any such rights being deemed personal to tenantTenant, provided, however, nothing in the foregoing shall prevent tenant from exercising tenant's option to extend the term, including, without limitation, after a sublease by tenant, or to further sublease or assign; (4d) Tenant shall deliver to landlord Landlord promptly after execution execution, an original executed copy of all documentation pertaining to the transfer; and Transfer in form reasonably acceptable to Landlord, and (5e) Tenant shall furnish, furnish upon landlordLandlord's request, request a complete statement, certified by tenantan independent Certified Public Accountant, or Tenant's chief financial officer, setting forth in detail the computation of any transfer premium tenant Transfer Premium Tenant has derived and shall derive from such transferTransfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records, and papers of tenant Tenant relating to any transferTransfer, and shall have the right to make copies thereof. If the transfer premium Transfer Premium respecting any transfer Transfer shall be found to be understated, tenant shall, Tenant shall within 10 thirty (30) days after demand, demand pay any additional share of the transfer premium owing to landlorddeficiency, and if understated by more than 52%, tenant Tenant shall also pay landlordLandlord's cost costs of such audit and an additional 10% of the total transfer premiumaudit. Any sublease hereunder shall be subordinate and subject to the provisions of this lease; Lease, and if this lease Lease shall be terminated during the term of any sublease, landlord Landlord shall have the right to either to: (i) treat such sublease as cancelled canceled and repossess the subject space Subject Space by any lawful means means, or (ii) require that such subtenant attorn to and recognize landlord Landlord as its landlord under any such sublease. If Tenant shall Default and fail to cure within the time permitted for cure under Article 23(A), Landlord is hereby irrevocably authorized, as Tenant's agent and attorney-in-fact, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply toward Tenant's obligations under this Lease) until such Default is cured.

Terms of Consent. If landlord shall grant consent Landlord consents to a transferTransfer, as some of the following conditions apply: to the effectiveness thereof: (1a) The the terms and conditions of this leaseLease, including, including among other things, tenantTenant's liability for the subject spaceSubject Space, shall in no way be deemed to have been waived or modified; , (2b) Such such consent shall not be deemed consent to any further transfer Transfer by either tenant Tenant or transferee; a Transferee, (3c) No transferee no Transferee shall succeed to any rights provided in this lease Lease or any amendment hereto to extend the term Term of this leaseLease, expand the Premises, or to sublease or assign this leaselease additional space, any such rights being deemed personal to tenantTenant, provided, however, nothing in the foregoing shall prevent tenant from exercising tenant's option to extend the term, including, without limitation, after a sublease by tenant, or to further sublease or assign; and (4d) Tenant shall deliver to landlord Landlord promptly after execution execution, an original executed copy of all documentation pertaining to the transfer; and (5) Tenant shall furnish, upon landlord's request, a complete statement, certified by tenant, setting forth Transfer in detail the computation of any transfer premium tenant has derived and shall derive from such transfer. Landlord or its authorized representatives shall have the right at all reasonable times form reasonably acceptable to audit the books, records, and papers of tenant relating to any transfer, and shall have the right to make copies thereof. If the transfer premium respecting any transfer shall be found to be understated, tenant shall, within 10 days after demand, pay any additional share of the transfer premium owing to landlord, and if understated by more than 5%, tenant shall also pay landlord's cost of such audit and an additional 10% of the total transfer premiumLandlord. Any sublease hereunder shall be subordinate and subject to the provisions of this lease; Lease, and if this lease Lease shall be terminated during the term of any subleasesublease for any reason, landlord Landlord shall have the right to either right, in its sole discretion, to: (i) treat such sublease as cancelled canceled and repossess the subject space Subject Space by any lawful means means, or (ii) require that such subtenant attorn to and recognize landlord Landlord as its landlord under any such sublease. If Tenant shall be in Default hereunder, as described in Paragraph (A) of Article 20, Landlord is hereby irrevocably authorized, as Tenant's agent and attorney-in-fact, to, and may (but shall not be obligated to), direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant's obligations under this Lease) until such Default is cured. Regardless of Landlord's consent, no Transfer shall release Tenant of Tenant's obligation or alter the primary liability of Tenant to pay the Rent and to perform all other obligations to be performed by Tenant hereunder. The acceptance of Rent by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent to one Transfer shall not be deemed consent to any subsequent Transfer. In the event of default by any assignee or successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against said assignee or successor. Landlord may consent to subsequent Transfers of the Lease or amendments or modifications to this Lease with assignees of Tenant, without notifying Tenant, or any successor of Tenant, and without obtaining its or their consent thereto and such action shall not relieve Tenant or any successor of Tenant of liability under this Lease.

Terms of Consent. If landlord shall grant consent Landlord consents to a transfer, Transfer: (i) the following conditions apply: (1) The terms and conditions of this leaseLease, including, among other things, tenantincluding Tenant's liability for the subject spaceSubject Space, shall in no way be deemed to have been waived or modified; , (2ii) Such such consent shall not be deemed consent to any further transfer Transfer by either tenant Tenant or transferee; a Transferee, (3iii) No transferee no Transferee shall succeed to any rights provided in this lease Lease or any amendment hereto to extend the term Term of this leaseLease, expand the Premises, or to sublease or assign this leaselease other space, any such rights being deemed personal to tenantthe initial Tenant, provided, however, nothing in the foregoing shall prevent tenant from exercising tenant's option to extend the term, including, without limitation, after a sublease by tenant, or to further sublease or assign; and (4iv) Tenant shall deliver to landlord Landlord promptly after execution execution, an original executed copy of all documentation pertaining to the transfer; and (5) Tenant shall furnish, upon landlord's request, a complete statement, certified by tenant, setting forth Transfer in detail the computation of any transfer premium tenant has derived and shall derive from such transferform reasonably acceptable to Landlord. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records, records and papers of tenant Tenant and any Transferee relating to any transferTransfer, and shall have the right to make copies thereof. If the transfer premium respecting any transfer shall be found to be understated, tenant shall, within 10 days after demand, pay any additional share of the transfer premium owing to landlord, and if understated by more than 5%, tenant shall also pay landlord's cost of such audit and an additional 10% of the total transfer premium. Any sublease hereunder shall be subordinate and subject to the provisions of this lease; Lease, and if this lease Lease shall be terminated during the term of any sublease, landlord Landlord shall have the right to either treat to: (a) deem such sublease as cancelled merged and canceled and repossess the subject space Subject Space by any lawful means means, or (b) deem such termination as an assignment of such sublease to Landlord and not as a merger, and require that such subtenant attorn to and recognize landlord Landlord as its landlord under any such sublease. If Tenant shall commit a Default under this Lease, Landlord is hereby irrevocably authorized, as Tenant's agent and attorney-in-fact, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant's obligations under this Lease).

Terms of Consent. If landlord shall grant consent Landlord consents to a transfer, Transfer: (i) the following conditions apply: (1) The terms and conditions of this leaseLease, including, among other things, tenant's including Tenant’s liability for the subject spaceSubject Space, shall in no way be deemed to have been waived or modified; , (2ii) Such such consent shall not be deemed consent to any further transfer Transfer by either tenant Tenant or transferee; a Transferee, (3iii) No transferee no Transferee shall succeed to any rights provided in this lease Lease or any amendment hereto to extend the term Term of this leaseLease, expand the Premises, or to sublease or assign this leaselease other space, any such rights being deemed personal to tenantthe initial Tenant, provided, however, nothing in the foregoing shall prevent tenant from exercising tenant's option to extend the term, including, without limitation, after a sublease by tenant, or to further sublease or assign; (4d) Tenant shall deliver to landlord Landlord promptly after execution execution, an original executed copy of all documentation pertaining to the transfer; and Transfer in form reasonably acceptable to Landlord, and (5v) Tenant shall furnish, upon landlord's request, furnish a complete statement, certified by tenantan independent certified public accountant, or Tenant’s chief financial officer, setting forth in detail the computation of any transfer premium tenant Transfer Premium that Tenant has derived and shall derive from such transferTransfer. Landlord or its authorized representatives shall have the right at all reasonable times upon no less than forty eight (48) hours prior written notice to cause its independent certified public accountant to audit the books, records, records and papers of tenant Tenant and any Transferee relating to any transferTransfer, and shall have the right to make copies thereofthereof except to the extent prohibited by applicable securities laws. If the transfer premium Transfer Premium respecting any transfer Transfer shall be found to be understated, tenant shall, Tenant shall within 10 thirty (30) days after demand, demand pay any additional share of the transfer premium owing to landlorddeficiency, and if understated by more than 5ten percent (10%, tenant ) Tenant shall also pay landlord's cost Landlord’s costs of such audit and an additional 10% of the total transfer premiumaudit. Any sublease hereunder shall be subordinate and subject to the provisions of this lease; Lease, and if this lease Lease shall be terminated during the term of any sublease, landlord Landlord shall have the right to either treat to: (a) deem such sublease as cancelled merged and canceled and repossess the subject space Subject Space by any lawful means means, or (b) deem such termination as an assignment of such sublease to Landlord and not as a merger, and require that such subtenant attorn to and recognize landlord Landlord as its landlord under any such sublease. If Tenant shall commit an Event of Default under this Lease and such Event of Default is not cured during the time period specified herein, Landlord is hereby irrevocably authorized, as Tenant’s agent and attorney­-in-fact, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant’s obligations under this Lease).

Terms of Consent. If landlord shall grant consent Landlord consents to a transfer, Transfer: (a) the following conditions apply: (1) The terms and conditions of this leaseLease, including, including among other things, tenant's Tenant’s liability for the subject spaceSubject Space, shall in no way be deemed to have been waived or modified; , (2b) Such such consent shall not be deemed consent to any further transfer Transfer by either tenant Tenant or transferee; a Transferee, (3c) No transferee no Transferee shall succeed to any rights provided in this lease Lease or any amendment hereto to extend the term Term of this leaseLease, expand the Premises, or to sublease or assign this leaselease additional space, any such rights being deemed personal to tenantTenant, provided, however, nothing in the foregoing shall prevent tenant from exercising tenant's option to extend the term, including, without limitation, after a sublease by tenant, or to further sublease or assign; (4d) Tenant shall deliver to landlord Landlord promptly after execution execution, an original executed copy of all documentation pertaining to the transfer; and Transfer in form reasonably acceptable to Landlord, and (5e) Tenant shall furnish, furnish upon landlord's request, Landlord’s request a complete statement, certified by tenantTenant’s chief financial officer, setting forth in detail the computation of any transfer premium tenant Transfer Premium Tenant has derived and shall derive from such transferTransfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records, records and papers of tenant Tenant relating to any transferTransfer, and shall have the right to make copies thereof. If the transfer premium Transfer Premium respecting any transfer Transfer shall be found to be understated, tenant shall, Tenant shall within 10 thirty (30) days after demand, demand pay any additional share of the transfer premium owing to landlorddeficiency, and if understated by more than 52%, tenant Tenant shall also pay landlord's cost Landlord’s costs of such audit and an additional 10% of the total transfer premiumaudit. Any sublease hereunder shall be subordinate and subject to the provisions of this lease; Lease, and if this lease Lease shall be terminated during the term of any sublease, landlord Landlord shall have the right to either to: (i) treat such sublease as cancelled and repossess the subject space Subject Space by any lawful means means, or (ii) require that such subtenant attorn to and recognize landlord Landlord as its landlord under any such sublease. If Tenant shall Default and fail to cure within the time permitted for cure under Article 23(A), Landlord is hereby irrevocably authorized, as Tenant’s agent and attorney-in-fact, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant’s obligations under this Lease) until such Default is cured.

Terms of Consent. If landlord shall grant consent Landlord consents to a transfer, Transfer: (a) the following conditions apply: (1) The terms and conditions of this leaseLease, including, including among other things, tenantTenant's liability for (or the subject spaceSubject Space, shall in no way be deemed to have been waived or modified; , (2b) Such such consent shall not be deemed consent to any further transfer Transfer by either tenant Tenant or transferee; a Transferee, (3c) No transferee no Transferee shall succeed to any rights provided in this lease Lease or any amendment hereto to extend the term Term of this leaseLease, expand the Premises, or to sublease or assign this leaselease additional space, any such rights being deemed personal to tenantTenant, provided, however, nothing in the foregoing shall prevent tenant from exercising tenant's option to extend the term, including, without limitation, after a sublease by tenant, or to further sublease or assign; (4d) Tenant shall deliver to landlord Landlord promptly after execution execution, an original executed copy of all documentation pertaining to the transfer; and Transfer in form reasonably acceptable to Landlord, and (5e) Tenant shall furnish, furnish upon landlordLandlord's request, request a complete statement, certified by tenantan independent certified public accountant, or Tenant's chief financial officer, setting forth in detail the computation of any transfer premium tenant Transfer Premium Tenant has derived and shall derive from such transferTransfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records, records and papers of tenant Tenant relating to any transferTransfer, and shall have the right to make copies thereof. If the transfer premium Transfer Premium respecting any transfer Transfer shall be found to be understated, tenant shall, Tenant shall within 10 thirty (30) days after demand, demand pay any additional share of the transfer premium owing to landlorddeficiency, and if understated by more than 52%, tenant Tenant shall also pay landlordLandlord's cost costs of such audit and an additional 10% of the total transfer premiumaudit. Any sublease hereunder shall be subordinate and subject to the provisions of this lease; Lease and if this lease Lease shall be terminated during the term of any sublease, landlord . Landlord shall have the right to either to: (i) treat such sublease as cancelled and repossess the subject space Subject Space by any lawful means or (ii) require that such subtenant attorn to and recognize landlord Landlord as its landlord under any such sublease. If Tenant shall Default and fail to cure within the time permitted for cure under Article 23(A), Landlord is hereby irrevocably authorized, as Tenant's agent and attorney-in-fact, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant's obligations under this Lease) until such Default is cured.

Terms of Consent. If landlord shall grant consent Landlord consents to a transfer, Transfer: (a) the following conditions apply: (1) The terms and conditions of this leaseLease, including, including among other things, tenant's Tenant’s liability for the subject spaceSubject Space, and Rental with respect thereto, shall in no way be deemed to have been released, waived or modified; , (2b) Such such consent shall not be deemed consent to any further transfer Transfer by either tenant Tenant or transferee; the Transferee, (3c) No transferee no Transferee (other than a Permitted Transferee as may be expressly permitted hereunder) shall succeed to any rights provided in this lease Lease or any amendment hereto to extend the term of this leaseLease Term, expand the Premises, or to sublease or assign this leaselease additional space, any such rights being deemed personal to tenantTenant, provided, however, nothing in the foregoing shall prevent tenant from exercising tenant's option to extend the term, including, without limitation, after a sublease by tenant, or to further sublease or assign; (4d) Tenant shall deliver to landlord Landlord promptly after execution execution, an original executed copy of all documentation pertaining to the transfer; and Transfer, and (5e) Tenant shall furnish, furnish upon landlord's request, Landlord’s request a complete statement, certified by tenantan independent certified public accountant, or Tenant’s chief financial officer, setting forth in detail the computation of any transfer premium tenant Transfer Premium Tenant has derived and shall derive from such transferTransfer. In addition, if Landlord or its authorized representatives consents to a Transfer, but the terms of the proposed Transfer materially change from those set forth in Tenant’s Notice of Proposed Transfer, Tenant shall have the right at all reasonable times to audit the bookssubmit a new Notice of Proposed Transfer, recordsrequesting Landlord’s consent, and papers the Subject Space shall again be subject to Landlord’s rights under Paragraph 12.5. Each Transferee under an assignment of tenant relating to any transferthis Lease, other than Landlord, must expressly assume all of the provisions, covenants and shall have conditions of this Lease on the right to make copies thereof. If the transfer premium respecting any transfer shall be found part of Tenant thereafter to be understated, tenant shall, within 10 days after demand, pay any additional share of the transfer premium owing to landlord, kept and if understated by more than 5%, tenant shall also pay landlord's cost of such audit and an additional 10% of the total transfer premiumperformed. Any sublease hereunder shall be subordinate and subject to the provisions of this lease; Lease, and if this lease Lease shall be terminated during the term of any sublease, landlord Landlord shall have the right to either to: (1) treat such sublease as cancelled and repossess the subject space Subject Space by any lawful means means, or (2) require that such the subtenant attorn to and recognize landlord Landlord as its landlord under any such sublease. If Tenant shall default and fail to cure within the time permitted for cure under Paragraph 18.1, Landlord is hereby irrevocably authorized to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant’s obligations under this Lease) until such default is cured.

Terms of Consent. If landlord shall grant consent Landlord consents to a transfer, Transfer: (i) the following conditions apply: (1) The terms and conditions of this leaseLease, including, among other things, tenant's including Tenant’s liability for the subject spaceSubject Space, shall in no way be deemed to have been waived or modified; , (2ii) Such such consent shall not be deemed consent to any further transfer Transfer by either tenant Tenant or transferee; a Transferee, (3iii) No transferee no Transferee shall succeed to any rights provided in this lease Lease or any amendment hereto to extend the term Term of this leaseLease, expand the Premises, or to sublease or assign this leaselease other space, any such rights being deemed personal to tenantthe initial Tenant, provided, however, nothing in the foregoing shall prevent tenant from exercising tenant's option to extend the term, including, without limitation, after a sublease by tenant, or to further sublease or assign; (4iv) Tenant shall deliver to landlord Landlord promptly after execution execution, an original executed copy of all documentation pertaining to the transfer; and Transfer in form reasonably acceptable to Landlord, and (5v) Tenant shall furnish, upon landlord's request, furnish a complete statement, certified by tenantan independent certified public accountant, or Tenant’s chief financial officer, setting forth in detail the computation of any transfer premium tenant Transfer Premium that Tenant has derived and shall derive from such transferTransfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records, records and papers of tenant Tenant and any Transferee relating to any transferTransfer, and shall have the right to make copies thereof. If the transfer premium Transfer Premium respecting any transfer Transfer shall be found to be understated, tenant shall, Tenant shall within 10 thirty (30) days after demand, demand pay any additional share of the transfer premium owing to landlorddeficiency, and if understated by more than five percent (5%, tenant ) Tenant shall also pay landlord's cost Landlord’s costs of such audit and an additional 10% of the total transfer premiumaudit. Any sublease hereunder shall be subordinate and subject to the provisions of this lease; Lease, and if this lease Lease shall be terminated during the term of any sublease, landlord Landlord shall have the right to either treat to: (a) deem such sublease as cancelled merged and canceled and repossess the subject space Subject Space by any lawful means means, or (b) deem such termination as an assignment of such sublease to Landlord and not as a merger, and require that such subtenant attorn to and recognize landlord Landlord as its landlord under any such sublease. If Tenant shall commit a Default under this Lease, and such Default remains uncured after the expiration of notice and cure periods, Landlord is hereby irrevocably authorized, as Tenant’s agent and attorney-in-fact, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant’s obligations under this Lease).

Terms of Consent. If landlord shall grant consent Lessor consents to a transfer, Transfer: (a) the following conditions apply: (1) The terms and conditions of this leaseLease, including, including among other things, tenantLessee's liability for the subject spaceSubject Space, shall in no way be deemed to have been waived or modified; , (2b) Such such consent shall not be deemed consent to any further transfer Transfer by either tenant Lessee or transferee; a Transferee, (3c) No transferee no Transferee shall succeed to any rights provided in this lease Lease or any amendment hereto to extend the term Term of this leaseLease, expand the Premises, or to sublease or assign this leaselease additional space, any such rights being deemed personal to tenantLessee, provided, however, nothing in the foregoing shall prevent tenant from exercising tenant's option to extend the term, including, without limitation, after a sublease by tenant, or to further sublease or assign; (4d) Tenant Lessee shall deliver to landlord Lessor promptly after execution execution, an original executed copy of all documentation pertaining to the transfer; and Transfer in form reasonably acceptable to Lessor, and (5e) Tenant Lessee shall furnish, furnish upon landlordLessor's request, request a complete statement, certified by tenantan independent certified public accountant, or Lessee's chief financial officer, setting forth in detail the computation of any transfer premium tenant Transfer Premium Lessee has derived and shall derive from such transferTransfer. Landlord Lessor or its authorized representatives shall have the right at all reasonable times to audit the books, records, records and papers of tenant Lessee relating to any transferTransfer, and shall have the right to make copies thereof. If the transfer premium Transfer Premium respecting any transfer Transfer shall be found to be understated, tenant shall, Lessee shall within 10 thirty (30) days after demand, demand pay any additional share of the transfer premium owing to landlorddeficiency, and if understated by more than 52%, tenant Lessee shall also pay landlordLessor's cost costs of such audit and an additional 10% of the total transfer premiumaudit. Any sublease hereunder shall be subordinate and subject to the provisions of this lease; Lease, and if this lease Lease shall be terminated during the term of any sublease, landlord Lessor shall have the right to either to: (i) treat such sublease as cancelled canceled and repossess the subject space Subject Space by any lawful means means, or (ii) require that such subtenant attorn to and recognize landlord Lessor as its landlord under any such sublease. If Lessee shall Default and fail to cure within the time permitted for cure, Lessor is hereby irrevocably authorized, as Tenant's agent and attorney-in-fact, to direct any Transferee to make all payments under or in connection with the Transfer directly to Lessor (which Lessor shall apply towards Lessee's obligations under this Lease) until such Default is cured.

Terms of Consent. If landlord shall grant consent Landlord consents to a transferTransfer: (a) any Transfer shall be made only if, and shall not be effective until, the following conditions apply: Transferee shall execute, acknowledge and deliver to Landlord an agreement in form and substance reasonably satisfactory to Landlord whereby the Transferee shall agree to be bound by and assume the obligations of this Lease on the part of Tenant to be performed or observed, (1b) The terms the terms, covenants and conditions of this leaseLease, including, including among other things, tenantTenant's (or any Transferee's) liability for the subject spaceSubject Space, shall in no way be deemed to have been waived or modified; modified and the original named Tenant (2and any Transferee, as the case may be) Such shall remain fully liable for the payment of Rent and Additional Rent and for the other obligations of this Lease on the part of Tenant to be performed or observed, (c) such consent shall not be deemed consent to any further transfer Transfer by either tenant Tenant or transferee; a Transferee, (3d) No transferee no Transferee shall succeed to any rights provided in this lease Lease or any amendment hereto to extend the term Term of this leaseLease, expand the Premises, or to sublease or assign this leaselease additional space, any such rights being deemed personal to tenantTenant, provided, however, nothing in the foregoing shall prevent tenant from exercising tenant's option to extend the term, including, without limitation, after a sublease by tenant, or to further sublease or assign; (4e) Tenant shall deliver to landlord Landlord promptly after execution execution, an original executed copy of all documentation pertaining to the transfer; and Transfer in a form reasonably acceptable to Landlord, and (5f) Tenant shall furnish, furnish upon landlordLandlord's request, request a complete statement, certified by tenantan independent certified public accountant, or Tenant's chief financial officer, setting forth in detail the computation of any transfer premium tenant Transfer Premium Tenant has derived and shall derive from such transferTransfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records, records and papers of tenant Tenant relating to any transferTransfer, and shall have the right to make copies thereof. If the transfer premium Transfer Premium respecting any transfer Transfer shall be found to be understated, tenant shall, Tenant shall within 10 thirty (30) days after demand, demand pay any additional share of the transfer premium owing to landlorddeficiency, and if understated by more than five percent (5%), tenant Tenant shall also pay landlordLandlord's cost costs of such audit and an additional 10% of the total transfer premiumaudit. Any sublease hereunder shall be subordinate and subject to the provisions of this lease; Lease, and if this lease Lease shall be terminated during the term of any sublease, landlord Landlord shall have the right to either to: (i) treat such sublease as cancelled canceled and repossess the subject space Subject Space by any lawful means means, or (ii) require that such subtenant attorn to and recognize landlord Landlord as its landlord under any such sublease. If Tenant shall Default and fail to cure within the time permitted for cure under Section 20(A), Landlord is hereby irrevocably authorized, as Tenant's agent and attorney-in-fact, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant's obligations under this Lease) until such Default is cured.

Terms of Consent. If landlord shall grant consent Landlord consents to a transfer, Transfer effected under Paragraph 21(B) above: (a) the following conditions apply: (1) The terms and conditions of this leaseLease, including, including among other things, tenant's Tenant’s liability for the subject spacePremises or the Subject Space, shall in no way be deemed to have been waived or modified; , (2b) Such such consent shall not be deemed consent to any further transfer Transfer by either tenant Tenant or transferee; a Transferee, (3c) No transferee any assignee (but not any subtenant other than as provided in Paragraph 21(C)) shall succeed to any all rights provided to Tenant in this lease or any amendment hereto to extend the term of this lease, or to sublease or assign this lease, any such rights being deemed personal to tenant, provided, however, nothing in the foregoing shall prevent tenant from exercising tenant's option to extend the termLease, including, without limitation, after a sublease by tenantthe right to extend the Term of this Lease, to expand the Premises, or to further lease additional space, (d) any subtenant shall have the same rights and obligations with respect to an assignment of its sublease and/or undersubletting as Tenant has with respect to an assignment of this Lease and/or subletting, except to the extent that the sublease shall impose additional restrictions or assign; obligations, (4e) Tenant shall deliver to landlord Landlord promptly after execution execution, an original executed copy of all documentation pertaining to the transfer; and such Transfer, and (5f) Tenant shall furnish, upon landlord's requestfurnish in respect of each calendar year all or any part of which falls within the term of such sublease other than a sublease under Paragraph 21(C), a complete statement, certified by tenantan authorized employee of Tenant with knowledge of the relevant facts, setting forth in detail the computation of any transfer premium tenant has profit derived and shall derive by Tenant during such calendar year from such transferTransfer. Such statement for any such calendar year shall be furnished no later than 60 days after Tenant’s receives Landlord’s Statement under Paragraph 3(C)(iii) for such calendar year. Landlord or its authorized representatives representative shall have the right at all reasonable times to audit the books, records, and papers of tenant Tenant relating to any transferTransfer, and shall have the right to make copies thereof. If the transfer premium profit respecting any transfer Transfer shall be found to be have been understated, tenant shallTenant, within 10 thirty (30) days after demand, shall pay any additional share of the transfer premium owing to landlorddeficiency, and if understated by more than 5%, tenant Tenant shall also pay landlord's cost Landlord’s costs of such audit and an additional 10% of the total transfer premiumaudit. Any sublease hereunder shall be subordinate and subject to the provisions of this lease; Lease, and if this lease Lease shall be terminated during the term of any sublease, landlord Landlord shall have the right to either to: (i) treat such sublease as cancelled canceled and repossess the subject space Subject Space by any lawful means means, or (ii) require that such subtenant attorn to and recognize landlord Landlord as its landlord under any such sublease. If Tenant is in monetary or material non-monetary Default under this Lease, Landlord is hereby irrevocably authorized, as Tenant’s agent, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant’s obligations under this Lease) until such Default is cured.

Terms of Consent. If landlord shall grant consent Landlord consents to a transfer, Transfer: (i) the following conditions apply: (1) The terms and conditions of this leaseLease, including, among other things, tenantincluding Tenant's liability for the subject spaceSubject Space, shall in no way be deemed to have been waived or modified; , (2ii) Such such consent shall not be deemed consent to any further transfer Transfer by either tenant Tenant or transferee; a Transferee, (3iii) No transferee no Transferee shall succeed to any rights provided in this lease Lease or any amendment hereto to extend the term Term of this leaseLease, expand the Premises. or to sublease or assign this leaselease other space, any such rights being deemed personal to tenantthe initial Tenant, provided, however, nothing in the foregoing shall prevent tenant from exercising tenant's option to extend the term, including, without limitation, after a sublease by tenant, or to further sublease or assign; (4d) Tenant shall deliver to landlord Landlord promptly after execution execution, an original executed copy of all documentation pertaining to the transfer; and Transfer in form reasonably acceptable to Landlord, and (5v) Tenant shall furnish, upon landlord's request, furnish a complete statement, certified by tenantan independent certified public accountant, or Tenant's chief financial officer, setting forth in detail the computation of any transfer premium tenant Transfer Premium that Tenant has derived and shall derive from such transferTransfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records, records and papers of tenant Tenant and any Transferee relating to any transferTransfer, and shall have the right to make copies thereof. If the transfer premium Transfer Premium respecting any transfer Transfer shall be found to be understated, tenant shall, Tenant shall within 10 thirty (30) days after demand, demand pay any additional share of the transfer premium owing to landlorddeficiency, and if understated by more than 5two percent (2%, tenant ) Tenant shall also pay landlordLandlord's cost costs of such audit and an additional 10% of the total transfer premiumaudit. Any sublease hereunder shall be subordinate and subject to the provisions of or this lease; Lease, and if this lease Lease shall be terminated during the term of any sublease, landlord Landlord shall have the right to either treat to: (a) deem such sublease as cancelled merged and canceled and repossess the subject space Subject Space by any lawful means means, or (b) deem such termination as an assignment of such sublease to Landlord and not as a merger, and require that such subtenant attorn to and recognize landlord Landlord as its landlord under any such sublease. If Tenant shall commit a Default under this Lease, Landlord is hereby irrevocably authorized, as Tenant's agent and attorney-in-fact to direct any Transferee to make all payments under or in connection with the Transfer directly to landlord (which Landlord shall apply towards Tenant's obligations under this Lease).

Terms of Consent. If landlord shall grant consent Landlord consents to a transfer, Transfer: (a) the following conditions apply: (1) The terms and conditions of this leaseLease, including, including among other things, tenantTenant's liability for the subject spaceSubject Space, shall in no way be deemed to have been waived or modified; , (2b) Such such consent shall not be deemed consent to any further transfer Transfer by either tenant Tenant or transferee; a Transferee, (3c) No transferee no Transferee shall succeed to any rights provided in this lease Lease or any amendment hereto to extend the term Term of this leaseLease, expand the Premises, or to sublease or assign this leaselease additional space, any such rights being deemed personal to tenantTenant, provided, however, nothing in the foregoing shall prevent tenant from exercising tenant's option to extend the term, including, without limitation, after a sublease by tenant, or to further sublease or assign; (4d) Tenant shall deliver to landlord Landlord promptly after execution execution, an original executed copy of all documentation pertaining to the transfer; and Transfer in form reasonably acceptable to Landlord, and (5e) Tenant shall furnish, furnish upon landlordLandlord's request, request a complete statement, certified by tenantan independent certified public accountant, or Tenant's chief financial officer, setting forth in detail the computation of any transfer premium tenant Transfer Premium Tenant has derived and shall derive from such transferTransfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records, records and papers of tenant Tenant relating to any transferTransfer, and shall have the right to make copies thereof. If the transfer premium Transfer Premium respecting any transfer Transfer shall be found to be understated, tenant shall, Tenant shall within 10 thirty (30) days after demand, demand pay any additional share of the transfer premium owing to landlorddeficiency, and if understated by more than 53%, tenant Tenant shall also pay landlordLandlord's cost costs of such audit and an additional 10% of the total transfer premiumaudit. Any sublease hereunder shall be subordinate and subject to the provisions of this lease; Lease, and if this lease Lease shall be terminated during the term of any an sublease, landlord Landlord shall have the right to either to: (i) treat such sublease as cancelled canceled and repossess the subject space Subject Space by any lawful means means, or (ii) require that such subtenant attorn to and recognize landlord Landlord as its landlord under any such sublease. If Tenant shall Default and fail to cure within the time permitted for cure under Article 22(A), Landlord is hereby irrevocably authorized, as Tenant's agent and attorney-in-fact, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant's obligations under this Lease) until such Default is cured.

Terms of Consent. If landlord shall grant consent Except as provided below with regard to the Named Assignee, if Landlord consents to a transfer, Transfer: (a) the following conditions apply: (1) The terms and conditions of this leaseLease, including, including among other things, tenantTenant's liability for the subject spaceSubject Space, shall in no way be deemed to have been waived or modified; , (2b) Such such consent shall not be deemed consent to any further transfer Transfer by either tenant Tenant or transferee; a Transferee, (3c) No transferee no Transferee shall succeed to any rights provided in this lease Lease or any amendment hereto to extend the term Term of this leaseLease, expand the Premises, or to sublease or assign this leaselease additional space, any such rights being deemed personal to tenantTenant, provided, however, nothing in the foregoing shall prevent tenant from exercising tenant's option to extend the term, including, without limitation, after a sublease by tenant, or to further sublease or assign; (4d) Tenant shall deliver to landlord Landlord promptly after execution execution, an original executed copy of all documentation pertaining to the transfer; and Transfer in form reasonably acceptable to Landlord, and (5e) Tenant shall furnish, furnish upon landlordLandlord's request, request a complete statement, certified by tenantan independent certified public accountant, or Tenant's chief financial officer, setting forth in detail the computation of any transfer premium tenant Transfer Premium Tenant has derived and shall derive from such transferTransfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records, records and papers of tenant Tenant relating to any transferTransfer, and shall have the right to make copies thereof. If the transfer premium Transfer Premium respecting any transfer Transfer shall be found to be understated, tenant shall, Tenant shall within 10 thirty (30) days after demand, demand pay any additional share of the transfer premium owing to landlorddeficiency, and if understated by more than five percent (5%), tenant Tenant shall also pay landlordLandlord's cost costs of such audit and an additional 10% of the total transfer premiumaudit. Any sublease hereunder shall be subordinate and subject to the provisions of this lease; Lease, and if this lease Lease shall be terminated during the term of any sublease, landlord Landlord shall have the right to either to: (i) treat such sublease as cancelled and repossess the subject space Subject Space by any lawful means means, or (ii) require that such subtenant attorn to and recognize landlord Landlord as its landlord under any such sublease. If Tenant shall Default and fail to cure within the time permitted for cure under Section 23.1, Landlord is hereby irrevocably authorized, as Tenant's agent and attorney-in-fact, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant's obligations under this Lease) until such Default is cured.

Terms of Consent. If landlord shall grant consent Landlord consents to a transfer, Transfer: (a) the following conditions apply: (1) The terms and conditions of this leaseLease, including, among other things, tenant's including Tenant’s primary liability for the subject spaceSubject Space, shall in no way be deemed to have been waived or modified; , (2b) Such such consent shall not be deemed consent to any further transfer Transfer by either tenant Tenant or transferee; a Transferee, (3c) No transferee no Transferee shall succeed to any rights provided in this lease Lease or any amendment hereto to terminate this Lease, to extend the term Term of this leaseLease, expand the Premises, or to sublease or assign this leaselease other space, any such rights being deemed personal to tenantthe initial Tenant, provided, however, nothing in the foregoing shall prevent tenant from exercising tenant's option to extend the term, including, without limitation, after a sublease by tenant, or to further sublease or assign; (4d) Tenant shall deliver to landlord Landlord promptly after execution execution, an original executed copy of all documentation pertaining to the transfer; and Transfer in form reasonably acceptable to Landlord, and (5e) Tenant shall furnish, upon landlord's request, furnish a complete statement, prepared by an independent certified by tenantpublic accountant, or Tenant’s chief financial officer, setting forth in detail the computation of any transfer premium tenant Transfer Profit (as defined in Section 12.6) that Tenant has derived and shall derive from such transferTransfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records, records and papers of tenant Tenant and any Transferee relating to any transferTransfer, and shall have the right to make copies thereof. If the transfer premium Transfer Profit respecting any transfer Transfer shall be found to be understated, tenant shall, Tenant shall within 10 thirty (30) days after demand, demand pay any additional share of the transfer premium owing to landlorddeficiency, and if understated by more than 5two percent (2%, tenant ) Tenant shall also pay landlord's cost Landlord’s costs of such audit and an additional 10% of the total transfer premiumaudit. Any sublease hereunder shall be subordinate and subject to the provisions of this lease; Lease, and if this lease Lease shall be terminated during the term of any sublease, landlord Landlord shall have the right to either treat to: (i) deem such sublease as cancelled merged and canceled and repossess the subject space Subject Space by any lawful means means, or (ii) deem such termination as an assignment of such sublease to Landlord and not as a merger, and require that such subtenant attorn to and recognize landlord Landlord as its landlord under any such sublease. If an Event of Default occurs under this Lease, Landlord is hereby irrevocably authorized, as Xxxxxx’s agent and attorney in fact, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant’s obligations under this Lease).

Terms of Consent. If landlord shall grant consent Landlord consents to a transfer, Transfer: (a) the following conditions apply: (1) The terms and conditions of this leaseLease, including, including among other things, tenantTenant's liability for the subject spaceSubject Space, shall in no way be deemed to have been waived or modified; , (2b) Such such consent shall not be deemed consent to any further transfer Transfer by either tenant Tenant or transferee; a Transferee, (3c) No transferee no Transferee shall succeed to any rights provided in this lease Lease or any amendment hereto to extend the term Term of this leaseLease, expand the Premises, or to sublease or assign this leaselease additional space, any such rights being deemed personal to tenantTenant, provided, however, nothing in the foregoing shall prevent tenant from exercising tenant's option to extend the term, including, without limitation, after a sublease by tenant, or to further sublease or assign; (4d) Tenant shall deliver to landlord Landlord promptly after execution execution, an original executed copy of all documentation pertaining to the transfer; and Transfer in form reasonably acceptable to Landlord, and (5e) Tenant shall furnish, furnish upon landlordLandlord's request, request a complete statement, certified by tenantan independent certified public accountant, or Tenant's chief financial officer, setting forth in detail the computation of any transfer premium tenant Transfer Premium Tenant has derived and shall derive from such transferTransfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records, records and papers of tenant Tenant relating to any transferTransfer, and shall have the right to make copies thereof. If the transfer premium Transfer Premium respecting any transfer Transfer shall be found to be understated, tenant shall, Tenant shall within 10 thirty (30) days after demand, demand pay any additional share of the transfer premium owing to landlorddeficiency, and if understated by more than 5two percent (2%), tenant Tenant shall also pay landlordLandlord's cost costs of such audit and an additional 10% of the total transfer premiumaudit. Any sublease hereunder shall be subordinate and subject to the provisions of this lease; Lease, and if this lease Lease shall be terminated during the term of any sublease, landlord Landlord shall have the right to either to: (i) treat such sublease as cancelled canceled and repossess the subject space Subject Space by any lawful means means, or (ii) require that such subtenant attorn to and recognize landlord Landlord as its landlord under any such sublease. If Tenant shall Default and fail to cure within the time permitted for cure under Article 22(A), Landlord is hereby irrevocably authorized, as Tenant's agent and attorney-in-fact, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant's obligations under this Lease) until such Default is cured.

Terms of Consent. If landlord shall grant consent Landlord consents to a transfer, Transfer: (i) the following conditions apply: (1) The terms and conditions of this leaseSublease, including, among other things, tenantincluding Subtenant's liability for the subject spaceSubject Space, shall in no way be deemed to have been waived or modified; , (2ii) Such such consent shall not be deemed consent to any further transfer Transfer by either tenant Subtenant or transferee; a Transferee, (3iii) No transferee no Transferee shall succeed to any rights provided in this lease Sublease or any amendment hereto to extend the term Term of this leaseSublease, expand the Premises, or to sublease or assign this leaselease other space, any such rights being deemed personal to tenantthe initial Subtenant, provided, however, nothing in the foregoing shall prevent tenant from exercising tenant's option to extend the term, including, without limitation, after a sublease by tenant, or to further sublease or assign; (4iv) Tenant Subtenant shall deliver to landlord Landlord promptly after execution execution, an original executed copy of all documentation pertaining to the transfer; and Transfer in form reasonably acceptable to Landlord, and (5v) Tenant Subtenant shall furnish, upon landlord's request, furnish a complete statement, certified by tenantan independent certified public accountant, or Subtenant's chief financial officer, setting forth in detail the computation of any transfer premium tenant Transfer Premium that Subtenant has derived and shall derive from such transferTransfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records, records and papers of tenant Subtenant and any Transferee relating to any transferTransfer, and shall have the right to make copies thereof. If the transfer premium Transfer Premium respecting any transfer Transfer shall be found to be understated, tenant shall, Subtenant shall within 10 thirty (30) days after demand, demand pay any additional share of the transfer premium owing to landlorddeficiency, and if understated by more than five percent (5%, tenant ) Subtenant shall also pay landlordLandlord's cost costs of such audit and an additional 10% of the total transfer premiumaudit. Any sublease hereunder shall be subordinate and subject to the provisions of this lease; Sublease, and if this lease Sublease shall be terminated during the term of any sublease, landlord Landlord shall have the right to either treat to: (a) deem such sublease as cancelled merged and canceled and repossess the subject space Subject Space by any lawful means means, or (b) deem such termination as an assignment of such sublease to Landlord and not as a merger, and require that such subtenant attorn to and recognize landlord Landlord as its landlord under any such sublease. If Subtenant shall commit a Default under this Sublease, then, during the continuation of such Default, Landlord is hereby irrevocably authorized, as Subtenant's agent and attorney-in-fact, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Subtenant's obligations under this Sublease).

Terms of Consent. If landlord shall grant consent Landlord consents to a transfer, Transfer: (a) the following conditions apply: (1) The terms and conditions of this leaseLease, including, including among other things, tenantthings Tenant's liability for the subject spaceSubject Space, shall in no way be deemed to have been waived or modified; , (2b) Such such consent shall not be deemed consent to any further transfer Transfer by either tenant Tenant or transferee; a Transferee, (3c) No transferee no Transferee shall succeed to any rights provided in this lease Lease or any amendment hereto to extend the term Term of this leaseLease, expand the Premises, or to sublease or assign this leaselease additional space, any such rights being deemed personal to tenantTenant, provided, however, nothing in the foregoing shall prevent tenant from exercising tenant's option to extend the term, including, without limitation, after a sublease by tenant, or to further sublease or assign; (4d) Tenant shall deliver to landlord Landlord, promptly after execution execution, an original executed copy of all documentation pertaining to the transfer; and Transfer in a form reasonably acceptable to Landlord, and (5e) Tenant shall furnish, furnish upon landlordLandlord's request, request a complete statement, certified by tenantan independent certified public accountant, or Tenant's chief financial officer, setting forth in detail the computation of any transfer premium tenant Transfer Premium Tenant has derived and shall derive from such transferTransfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records, records and papers of tenant Tenant relating to any transferTransfer, and shall have the right to make copies thereof. If the transfer premium Transfer Premium respecting any transfer Transfer shall be found to be understated, tenant shall, Tenant shall within 10 thirty (30) days after demand, demand pay any additional share of the transfer premium owing to landlorddeficiency, and if understated by more than 5two percent (2%), tenant Tenant shall also pay landlordLandlord's cost costs of such audit and an additional 10% of the total transfer premiumaudit. Any sublease hereunder shall be subordinate and subject to the provisions of this lease; Lease, and if this lease Lease shall be terminated during the term of any sublease, landlord Landlord shall have the right to either to: (i) treat such sublease as cancelled canceled and repossess the subject space Subject Space by any lawful means means, or (ii) require that such subtenant attorn to and recognize landlord Landlord as its landlord under any such sublease. If Tenant shall default and fail to cure within the time permitted for cure under Article 23.01, Landlord is hereby irrevocably authorized, as Tenant's agent and attorney-in-fact, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant's obligations under this Lease) until such default is cured.

Terms of Consent. If landlord shall grant consent Landlord consents to a transfer, Transfer: (a) the following conditions apply: (1) The terms and conditions of this leaseLease, including, including among other things, tenant's Tenant’s liability for the subject spaceSubject Space, and Rent with respect thereto, shall in no way be deemed to have been released, waived or modified; , (2b) Such such consent shall not be deemed consent to any further transfer Transfer by either tenant Tenant or transferee; the Transferee, (3c) No transferee no Transferee shall succeed to any rights provided in this lease Lease or any amendment hereto to extend the term of this leaseTerm, expand the Premises, or to sublease or assign this leaselease additional space, any such rights being deemed personal to tenantTenant, provided, however, nothing in the foregoing shall prevent tenant from exercising tenant's option to extend the term, including, without limitation, after a sublease by tenant, or to further sublease or assign; (4d) Tenant shall deliver to landlord Landlord promptly after execution execution, an original executed copy of all documentation pertaining to the transfer; and Transfer in form reasonably acceptable to Landlord, and (5e) Tenant shall furnish, furnish upon landlord's request, Landlord’s request a complete statement, certified by tenantan independent certified public accountant, or Tenant’s chief financial officer, setting forth in detail the computation of any transfer premium tenant Transfer Premium Tenant has derived and shall derive from such transferTransfer. In addition, if Landlord consents to a Transfer, but the Transfer does not occur within ninety (90) days after Tenant’s Notice of Proposed Transfer, or its authorized representatives if the terms of the proposed Transfer materially change from those set forth in Tenant’s Notice of Proposed Transfer, Tenant shall have the right at all reasonable times to audit the bookssubmit a new Notice of Proposed Transfer, recordsrequesting Landlord’s consent, and papers the Subject Space shall again be subject to Landlord’s rights under Section 11.5 above. Each Transferee under an assignment of tenant relating to any transferthis Lease, other than Landlord, must expressly assume all of the provisions, covenants and shall have conditions of this Lease on the right to make copies thereof. If the transfer premium respecting any transfer shall be found part of Tenant to be understated, tenant shall, within 10 days after demand, pay any additional share of the transfer premium owing to landlord, kept and if understated by more than 5%, tenant shall also pay landlord's cost of such audit and an additional 10% of the total transfer premiumperformed. Any sublease hereunder shall be subordinate and subject to the provisions of this lease; Lease, and if this lease Lease shall be terminated during the term of any sublease, landlord Landlord shall have the right to either to: (A) treat such sublease as cancelled and repossess the subject space Subject Space by any lawful means means, or (B) require that such the subtenant attorn to and recognize landlord Landlord as its landlord under any such sublease. If an Event of Default shall occur, Landlord is hereby irrevocably authorized, as Tenant’s agent and attorney-in-fact, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant’s obligations under this Lease) until such Event of Default is cured.

Terms of Consent. If landlord shall grant consent Landlord consents to a transfer, Transfer: (a) the following conditions apply: (1) The terms and conditions of this leaseLease, including, including among other things, tenantTenant's liability for the subject spaceSubject Space, and Rent with respect thereto, shall in no way be deemed to have been released, waived or modified; , (2b) Such such consent shall not be deemed consent to any further transfer Transfer by either tenant Tenant or transferee; the Transferee, (3c) No transferee no Transferee shall succeed to any rights provided in this lease Lease or any amendment hereto to extend the term of this leaseTerm, expand the Premises, or to sublease or assign this leaselease additional space, any such rights being deemed personal to tenantTenant, provided, however, nothing in the foregoing shall prevent tenant from exercising tenant's option to extend the term, including, without limitation, after a sublease by tenant, or to further sublease or assign; (4d) Tenant shall deliver to landlord Landlord promptly after execution execution, an original executed copy of all documentation pertaining to the transfer; and Transfer in form reasonably acceptable to Landlord, and (5e) Tenant shall furnish, furnish upon landlordLandlord's request, request a complete statement, certified by tenantan independent certified public accountant, or Tenant's chief financial officer, setting forth in detail the computation of any transfer premium tenant Transfer Premium Tenant has derived and shall derive from such transferTransfer. In addition, if Landlord consents to a Transfer, but the Transfer does not occur within ninety (90) days after Tenant's Notice of Proposed Transfer, or its authorized representatives if the terms of the proposed Transfer materially change from those set forth in Tenant's Notice of Proposed Transfer, Tenant shall have the right at all reasonable times to audit the bookssubmit a new Notice of Proposed Transfer, recordsrequesting Landlord's consent, and papers the Subject Space shall again be subject to Landlord's rights under Section 11.5 above. Each Transferee under an assignment of tenant relating to any transferthis Lease, other than Landlord, must expressly assume all of the provisions, covenants and shall have conditions of this Lease on the right to make copies thereof. If the transfer premium respecting any transfer shall be found part of Tenant to be understated, tenant shall, within 10 days after demand, pay any additional share of the transfer premium owing to landlord, kept and if understated by more than 5%, tenant shall also pay landlord's cost of such audit and an additional 10% of the total transfer premiumperformed. Any sublease hereunder shall be subordinate and subject to the provisions of this lease; Lease, and if this lease Lease shall be terminated during the term of any sublease, landlord Landlord shall have the right to either to: (A) treat such sublease as cancelled and repossess the subject space Subject Space by any lawful means means, or (B) require that such the subtenant attorn to and recognize landlord Landlord as its landlord under any such sublease. If an Event of Default shall occur, Landlord is hereby irrevocably authorized, as Tenant's agent and attorney-in-fact, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant's obligations under this Lease) until such Event of Default is cured.

Terms of Consent. If landlord shall grant consent Landlord consents to a transfer, Transfer: (a) the following conditions apply: (1) The terms and conditions of this lease, including, among other things, tenant's liability for the subject space, Lease shall in no way be deemed to have been waived or modified; , (2b) Such such consent shall not be deemed consent to any further transfer Transfer by either tenant Tenant or transferee; a Transferee, (3c) No transferee no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s consent, shall succeed to any rights provided in this lease relieve Tenant or any amendment hereto to extend the term guarantor of this leaseLease from liability under this Lease, or to sublease or assign this lease, any such rights being deemed personal to tenant, provided, however, nothing in the foregoing shall prevent tenant from exercising tenant's option to extend the term, including, without limitation, after a sublease by tenant, or to further sublease or assign; (4d) Tenant shall deliver to landlord Landlord promptly after execution execution, an original executed copy of all documentation pertaining to the transfer; and Transfer in form reasonably acceptable to Landlord, and (5e) Tenant shall furnish, furnish upon landlord's request, Landlord’s request a complete statement, certified by tenantan independent certified public accountant, or Tenant’s chief financial officer, setting forth in detail the computation of any transfer premium tenant Transfer Premium Tenant has derived and shall derive from such transferTransfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records, records and papers of tenant Tenant relating to any transferTransfer, and shall have the right to make copies thereof. If the transfer premium Transfer Premium respecting any transfer Transfer shall be found to be understated, tenant shall, Tenant shall within 10 thirty (30) days after demand, demand pay any additional share of the transfer premium owing to landlorddeficiency, and if understated by more than 5three percent (3%), tenant Tenant shall also pay landlord's cost Landlord’s costs of such audit and an additional 10% of the total transfer premiumaudit. Any sublease hereunder shall be subordinate and subject to the provisions of this lease; Lease, and if this lease Lease shall be terminated during the term of any sublease, landlord Landlord shall have the right to either either: (i) treat such sublease as cancelled canceled and repossess the subject space Subject Space by any lawful means provided that the document in which Landlord consented to such Transfer provides for such a right, or (ii) require that such subtenant attorn to and recognize landlord Landlord as its landlord under any such sublease. If Tenant shall Default and fail to cure within the time permitted for cure under Article 23(A), Landlord is hereby irrevocably authorized, as Tenant’s agent and attorney-in-fact, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant’s obligations under this Lease) until such Default is cured.

Terms of Consent. If landlord shall grant consent Landlord consents to a transferTransfer, as some of the following conditions apply: to the effectiveness thereof: (1a) The the terms and conditions of this leaseLease, including, including among other things, tenantTenant's liability for the subject spaceSubject Space, shall in no way be deemed to have been waived or May 7, 1999 modified; , (2b) Such such consent shall not be deemed consent to any further transfer Transfer by either tenant Tenant or transferee; a Transferee, (3c) No transferee no Transferee shall succeed to any rights provided in this lease Lease or any amendment hereto to extend the term Term of this leaseLease, expand the Premises, or to sublease or assign this leaselease additional space, any such rights being deemed personal to tenantTenant, provided, however, nothing in the foregoing shall prevent tenant from exercising tenant's option to extend the term, including, without limitation, after a sublease by tenant, or to further sublease or assign; and (4d) Tenant shall deliver to landlord Landlord promptly after execution execution, an original executed copy of all documentation pertaining to the transfer; and (5) Tenant shall furnish, upon landlord's request, a complete statement, certified by tenant, setting forth Transfer in detail the computation of any transfer premium tenant has derived and shall derive from such transfer. Landlord or its authorized representatives shall have the right at all reasonable times form reasonably acceptable to audit the books, records, and papers of tenant relating to any transfer, and shall have the right to make copies thereof. If the transfer premium respecting any transfer shall be found to be understated, tenant shall, within 10 days after demand, pay any additional share of the transfer premium owing to landlord, and if understated by more than 5%, tenant shall also pay landlord's cost of such audit and an additional 10% of the total transfer premiumLandlord. Any sublease hereunder shall be subordinate and subject to the provisions of this lease; Lease, and if this lease Lease shall be terminated during the term of any subleasesublease for any reason, landlord Landlord shall have the right to either right, in its sole discretion, to: (i) treat such sublease as cancelled canceled and repossess the subject space Subject Space by any lawful means means, or (ii) require that such subtenant attorn to and recognize landlord Landlord as its landlord under any such sublease. If Tenant shall be in Default hereunder, as described in Paragraph (A) of Article 20, Landlord is hereby irrevocably authorized, as Tenant's agent and attorney-in-fact, to, and may (but shall not be obligated to), direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant's obligations under this Lease) until such Default is cured. Regardless of Landlord's consent, no Transfer shall release Tenant of Tenant's obligation or alter the primary liability of Tenant to pay the Rent and to perform all other obligations to be performed by Tenant hereunder. The acceptance of Rent by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent to one Transfer shall not be deemed consent to any subsequent Transfer. In the event of default by any assignee or successor of Tenant in the performance of any of the terms hereof Landlord may proceed directly against Tenant without the necessity of exhausting remedies against said assignee or successor. Landlord may consent to subsequent Transfers of the Lease or amendments or modifications to this Lease with assignees of Tenant, without noticing Tenant, or any successor of Tenant, and without obtaining its or their consent thereto and such action shall not relieve Tenant or any successor of Tenant of liability under this Lease.

Terms of Consent. If landlord shall grant consent Landlord consents to a transfer, Transfer: (i) the following conditions apply: (1) The terms and conditions of this leaseLease, including, among other things, tenantincluding Tenant's liability for the subject spaceSubject Space, shall in no way be deemed to have been waived or modified; , (2ii) Such such consent shall not be deemed consent to any further transfer Transfer by either tenant Tenant or transferee; a Transferee, (3iii) No transferee shall succeed to any rights provided in this lease or any amendment hereto to extend the term of this leaseintentionally omitted, or to sublease or assign this lease, any such rights being deemed personal to tenant, provided, however, nothing in the foregoing shall prevent tenant from exercising tenant's option to extend the term, including, without limitation, after a sublease by tenant, or to further sublease or assign; (4iv) Tenant shall deliver to landlord Landlord, promptly after execution execution, an original executed copy of all documentation pertaining to the transfer; and Transfer in form reasonably acceptable to Landlord, and (5v) Tenant shall furnish, upon landlord's request, furnish a complete statement, certified by tenantan independent certified public accountant, or Xxxxxx's chief financial officer, setting forth in detail the computation of any transfer premium tenant Transfer Premium that Tenant has derived and shall derive from such transferTransfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records, records and papers of tenant Tenant and any Transferee relating to any transferTransfer (except a Transfer in connection with a sale by Tenant of all or substantially all of its assets), and shall have the right to make copies thereof. If the transfer premium Transfer Premium respecting any transfer Transfer shall be found to be have been understated, tenant shall, Tenant shall pay the deficiency within 10 fifteen (15) days after demand, pay any additional share of the transfer premium owing to landlord, demand (and if understated by more than five percent (5%), tenant Tenant shall also pay landlordinclude with such payment Landlord's cost costs of such audit and an additional 10% of the total transfer premiumaudit). Any sublease hereunder shall be subordinate and subject to the provisions of this lease; Lease, and if this lease Lease shall be terminated during the term of any sublease, landlord whether based on Default or mutual agreement, Landlord shall have the right to either treat to: (a) deem such sublease as cancelled merged and canceled and repossess the subject space Subject Space by any lawful means means, or (b) require that such subtenant attorn to and recognize landlord Landlord as its landlord under such sublease with respect to obligations arising thereafter, subject to the terms of Landlord's standard form of attornment documentation. If Tenant shall commit a Default under this Lease, Landlord is hereby irrevocably authorized to direct any such subleaseTransferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply toward Tenant's obligations under this Lease).

Terms of Consent. If landlord shall grant Landlord consents to a Transfer, or a consent to such Transfer is obtained by the order of a transfercourt of competent jurisdiction, or if a Transfer occurs as a result of operation of law not requiring Landlord's consent (notwithstanding the express agreement between the parties hereto that any Transfer by operation of law shall in any event be subject to the consent of Landlord and all of the other provisions as contained in this Article XIV), Landlord shall have the following conditions applyrights, in default of any of which no such Transfer shall occur or be effective: (a) to collect a deposit or further deposit to be held as a security deposit for the prompt performance by the Transferee of all of the terms, covenants, conditions and provisions of this Lease such that a security deposit held by Landlord shall be equivalent to at least the last one (1) The terms and conditions months' Rent payable in respect of this lease, including, among other things, tenant's liability the remaining term for the subject space, shall in no way be deemed to have been waived or modifiedTransferred Premises; (2b) Such consent shall not be deemed consent to require Tenant and the Transferee and any further transfer by either tenant indemnifier in respect of Tenant's or transfereeTransferee's obligations hereunder to enter into an agreement in writing and under seal to implement any amendments to this Lease to give effect to Landlord's exercise of any of its rights hereunder; (3c) No transferee shall succeed to any rights provided require the Transferee to enter into an agreement with Landlord in writing and under seal to be bound by all of Tenant's obligations under this lease or any amendment hereto to extend the term of this lease, or to sublease or assign this lease, any such rights being deemed personal to tenant, Lease amended as herein provided, however, nothing in the foregoing shall prevent tenant from exercising tenant's option to extend the term, including, without limitation, after a sublease by tenant, or to further sublease or assign; (4d) to require the Transferee to waive any rights pursuant to subsection 39(2) of the Landlord and Tenant shall deliver Act (Ontario) and any amendments thereto and any other statutory provisions of the same or similar effect, to landlord promptly after execution pay any Rent less than the amount payable hereunder; (e) to require, if the Transfer is a sublease or other transaction not including an original executed copy of assignment, that all documentation pertaining amounts payable by the Transferee to the transferTenant be paid directly to Landlord who shall apply the same on account of Tenant's obligations under this Lease; and (5f) Tenant shall furnishto require, upon landlord's requestif the Transfer provides for a rental, a complete statementbonus, certified by tenantkey money, setting forth a lump sum payment or any consideration incidental thereto which is in detail excess of the computation Rent or that portion of any transfer premium tenant has derived and shall derive from such transfer. Landlord or its authorized representatives shall have Rent attributable to the right at all reasonable times to audit portion of the booksPremises transferred, records, and papers of tenant relating to any transfer, and shall have then the right to make copies thereof. If the transfer premium respecting any transfer excess shall be found paid by Tenant to be understatedLandlord as Additional Rent, tenant shall, within 10 days after demand, pay it being acknowledged by Tenant that it is not permitted to profit in any additional share way from Transferring this Lease or parting with any portion of the transfer premium owing to landlord, Premises and if understated by more than 5%, tenant that all additional payments in excess of the Rent and Additional Rent provided herein shall also pay landlord's cost of such audit and an additional 10% of the total transfer premium. Any sublease hereunder shall be subordinate and subject paid to the provisions of this lease; if this lease shall be terminated during the term of any sublease, landlord shall have the right to either treat such sublease Landlord as cancelled and repossess the subject space by any lawful means or require that such subtenant attorn to and recognize landlord as its landlord under any such subleaseAdditional Rent.

Terms of Consent. If landlord shall grant consent Landlord consents to a transfer, Transfer: (a) the following conditions apply: (1) The terms and conditions of this leaseLease, including, including among other things, tenantthings Tenant's liability for the subject spaceSubject Space and the purposes for which the Premises may be used under Article 1, shall in no way be deemed to have been waived or modified; , (2b) Such such consent shall not be deemed consent to any further transfer Transfer by either tenant Tenant or transferee; a Transferee, (3) No transferee shall succeed to any rights provided in this lease or any amendment hereto to extend the term of this lease, or to sublease or assign this lease, any such rights being deemed personal to tenant, provided, however, nothing in the foregoing shall prevent tenant from exercising tenant's option to extend the term, including, without limitation, after a sublease by tenant, or to further sublease or assign; (4c) Tenant shall deliver to landlord Landlord promptly after execution execution, an original executed copy of all documentation pertaining to the transfer; and Transfer in form reasonably acceptable to Landlord, and (5d) Tenant shall furnish, furnish upon landlordLandlord's request, request a complete statement, certified by tenantan independent certified public accountant or Tenant's chief financial officer, setting forth in detail the computation of any transfer premium tenant Transfer Premium Tenant has derived and shall derive from such transferTransfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records, records and papers of tenant Tenant relating to any transferTransfer, and shall have the right to make copies thereof. If the transfer premium Transfer Premium respecting any transfer Transfer shall be found to be understated, tenant shall, Tenant shall within 10 ten (10) days after demand, demand pay any additional share of the transfer premium owing to landlorddeficiency, and if understated by more than 5%, tenant Tenant shall also pay landlordLandlord's cost costs of such audit and an additional 10% of the total transfer premiumaudit. Any sublease hereunder shall be subordinate and subject to the provisions of this lease; Lease, and if this lease Lease shall be terminated during the term of any sublease, landlord Landlord shall have the right to either to: (i) treat such sublease as cancelled and repossess the subject space Subject Space by any lawful means means, or (ii) require that such subtenant attorn to and recognize landlord Landlord as its landlord under any such sublease. If Tenant shall Default and fail to cure within the time permitted for cure under Article 18, Landlord is hereby irrevocably authorized to direct any Transferee to make all payments under or in connection with such Transfer directly to Landlord (which Landlord shall apply towards Tenant's obligations under this Lease).

Terms of Consent. If landlord shall grant consent Landlord consents to a transfer, Transfer: (i) the following conditions apply: (1) The terms and conditions of this leaseLease, including, among other things, tenantincluding Tenant's liability for the subject spaceSubject Space, shall in no way be deemed to have been waived or modified; , (2ii) Such such consent shall not be deemed consent to any further transfer Transfer by either tenant Tenant or transferee; a Transferee, (3iii) No transferee no Transferee shall succeed to any rights provided in this lease Lease or any amendment hereto to extend the term Term of this leaseLease, expand the Premises, or to sublease or assign this leaselease other space, any such rights being deemed personal to tenantthe initial Tenant, provided, however, nothing in the foregoing shall prevent tenant from exercising tenant's option to extend the term, including, without limitation, after a sublease by tenant, or to further sublease or assign; (4iv) Tenant shall deliver to landlord Landlord promptly after execution execution, an original executed copy of all documentation pertaining to the transfer; and Transfer in form reasonably acceptable to Landlord, and (5v) Tenant shall furnish, upon landlord's request, furnish a complete statement, certified by tenantan independent certified public accountant, or Tenant's chief financial officer, setting forth in detail the computation of any transfer premium tenant Transfer Premium that Tenant has derived and shall derive from such transferTransfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records, records and papers of tenant Tenant and any Transferee relating to any transferTransfer, and shall have the right to make copies thereof. If the transfer premium Transfer Premium respecting any transfer Transfer shall be found to be understated, tenant shall, Tenant shall within 10 thirty (30) days after demand, demand pay any additional share of the transfer premium owing to landlorddeficiency, and if understated by more than 5two percent (2%, tenant ) Tenant shall also pay landlordLandlord's cost costs of such audit and an additional 10% of the total transfer premiumaudit. Any sublease hereunder shall be subordinate and subject to the provisions of this lease; Lease, and if this lease Lease shall be terminated during the term of any sublease, landlord Landlord shall have the right to either treat to: (a) deem such sublease as cancelled merged and canceled and repossess the subject space Subject Space by any lawful means means, or (b) deem such termination as an assignment of such sublease to Landlord and not as a merger, and require that such subtenant attorn to and recognize landlord Landlord as its landlord under any such sublease. If Tenant shall commit a Default under this Lease, Landlord is hereby irrevocably authorized, as Tenant's agent and attorney-in-fact, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant's obligations under this Lease).

Terms of Consent. If landlord shall grant Landlord consent to a transfer, Transfer: (a) the following conditions apply: (1) The terms and conditions of this leaseLease, including, including among other things, tenantTenant's liability for the subject spaceSubject Space, shall in no way be deemed to have been waived or modified; , (2b) Such such consent shall not be deemed consent to any further transfer Transfer by either tenant Tenant or transferee; a Transferee, (3) No transferee shall succeed to any rights provided in this lease or any amendment hereto to extend the term of this lease, or to sublease or assign this lease, any such rights being deemed personal to tenant, provided, however, nothing in the foregoing shall prevent tenant from exercising tenant's option to extend the term, including, without limitation, after a sublease by tenant, or to further sublease or assign; (4c) Tenant shall deliver to landlord Landlord promptly after execution execution, an original executed copy of all documentation pertaining to the transfer; and Transfer' in form reasonably acceptable to Landlord, and (5d) Tenant shall furnish, furnish upon landlordLandlord's request, request a complete statement, certified by tenantan independent certified public accountant, or Tenant's chief financial officer, setting forth in detail the computation of any transfer premium tenant Transfer Premium Tenant has derived and shall derive from such transferTransfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records, records and papers of tenant Tenant relating to any transferTransfer, and shall have the right to make copies thereof. If the transfer premium Transfer Premium respecting any transfer Transfer shall be found to be understated, tenant shall, Tenant shall within 10 thirty (30) days after demand, demand pay any additional share of the transfer premium owing to landlorddeficiency, and if understated by more than 52%, tenant Tenant shall also pay landlordLandlord's cost costs of such audit and an additional 10% of the total transfer premiumaudit. Any sublease hereunder shall be subordinate and subject to the provisions of this lease; Lease, and if this lease Lease shall be terminated during the term of any sublease, landlord Landlord shall have the right to either to: (i) treat such sublease as cancelled and repossess the subject space Subject Space by any lawful means means, or (ii) require that such subtenant attorn to and recognize landlord Landlord as its landlord under any such sublease. If Tenant shall Default and fail to cure within the time permitted for cure under Article 23(A), Landlord is hereby irrevocably authorized, as Tenant's agent and attorney-in-fact, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant's obligations under this Lease) until such Default is cured.

Terms of Consent. If landlord shall grant Landlord consent to a transfer, Transfer: (a) the following conditions apply: (1) The terms and conditions of this leaseLease, including, including among other things, tenantTenant's liability for the subject spaceSubject Space, shall in no way be deemed to have been waived or modified; , (2b) Such such consent shall not be deemed consent to any further transfer Transfer by either tenant Tenant or transferee; a Transferee, (3) No transferee shall succeed to any rights provided in this lease or any amendment hereto to extend the term of this lease, or to sublease or assign this lease, any such rights being deemed personal to tenant, provided, however, nothing in the foregoing shall prevent tenant from exercising tenant's option to extend the term, including, without limitation, after a sublease by tenant, or to further sublease or assign; (4c) Tenant shall deliver to landlord Landlord promptly after execution execution, an original executed copy of all documentation pertaining to the transfer; and Transfer' in form reasonably acceptable to Landlord, and (5d) Tenant shall furnish, furnish upon landlordLandlord's request, request a complete statement, certified by tenantan independent certified public accountant, or Tenant's chief financial officer, setting forth in detail the computation of any transfer premium tenant Transfer Premium Tenant has derived and shall derive from such transfer. Transfer, Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records, records and papers of tenant Tenant relating to any transfer, Transfer and shall have the right to make copies thereof. If the transfer premium Transfer Premium respecting any transfer Transfer shall be found to be understated, tenant shall, Tenant shall within 10 thirty (30) days after demand, demand pay any additional share of the transfer premium owing to landlorddeficiency, and if understated by more than 52%, tenant Tenant shall also pay landlordLandlord's cost costs of such audit and an additional 10% of the total transfer premiumaudit. Any sublease hereunder shall be subordinate and subject to the provisions of this lease; Lease, and if this lease Lease shall be terminated during the term of any sublease, landlord Landlord shall have the right to either to: (i) treat such sublease as cancelled and repossess the subject space Subject Space by any lawful means means, or (ii) require that such subtenant attorn to and recognize landlord Landlord as its landlord under any such sublease. If Tenant shall default and fail to cure within the time permitted for cure under Article 23(A), Landlord Is hereby Irrevocably authorized, as Tenant's agent and attorney-in-fact, to direct any Transferee to make all payments under or In connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant's obligations under this Lease) until such Default is cured.

Terms of Consent. If landlord shall grant consent Landlord consents to a transferTransfer: (a) any Transfer shall be made only if, and shall not be effective until, the following conditions apply: Transferee shall execute, acknowledge and deliver to Landlord an agreement in form and substance reasonably satisfactory to Landlord whereby the Transferee shall agree to be bound by and assume the obligations of this Lease on the part of Tenant to be performed or observed, (1b) The terms the terms, covenants and conditions of this leaseLease, including, including among other things, tenant's Tenant’s (or any Transferee’s) liability for the subject spaceSubject Space, shall in no way be deemed to have been waived or modified; modified and the original named Tenant (2and any Transferee, as the case may be) Such shall remain fully liable for the payment of Rent and Additional Rent and for the other obligations of this Lease on the part of Tenant to be performed or observed, (c) such consent shall not be deemed consent to any further transfer Transfer by either tenant Tenant or transferee; a Transferee, (3d) No transferee no Transferee shall succeed to any rights provided in this lease Lease or any amendment hereto to extend the term Term of this leaseLease, expand the Premises, or to sublease or assign this leaselease additional space, any such rights being deemed personal to tenantTenant and Tenant’s Permitted Transferees, provided, however, nothing in the foregoing shall prevent tenant from exercising tenant's option to extend the term, including, without limitation, after a sublease by tenant, or to further sublease or assign; (4e) Tenant shall deliver to landlord Landlord promptly after execution execution, an original executed copy of all documentation pertaining to the transfer; and Transfer in a form reasonably acceptable to Landlord, and (5f) Tenant shall furnish, furnish upon landlord's request, Landlord’s request a complete statement, certified by tenantan independent certified public accountant, or Tenant’s chief financial officer, setting forth in detail the computation of any transfer premium tenant Transfer Premium Tenant has derived and shall derive from such transferTransfer. Landlord or its authorized representatives (provided such authorized representatives are not compensated on a contingency fee basis or in any other manner which is dependent upon the results of such audit (and Landlord shall deliver the fee agreement or other similar evidence of such fee agreement to Tenant upon request)) shall have the right at all reasonable times to audit the books, records, records and papers of tenant Tenant relating to any transferTransfer, and shall have the right to make copies thereof. If the transfer premium Transfer Premium respecting any transfer Transfer shall be found to be understated, tenant shall, Tenant shall within 10 thirty (30) days after demand, demand pay any additional share of the transfer premium owing to landlorddeficiency, and if understated by more than five percent (5%), tenant Tenant shall also pay landlord's cost Landlord’s costs of such audit and an additional 10% of the total transfer premiumaudit. Any sublease hereunder shall be subordinate and subject to the provisions of this lease; Lease, and if this lease Lease shall be terminated during the term of any sublease, landlord Landlord shall have the right to either to: (i) treat such sublease as cancelled canceled and repossess the subject space Subject Space by any lawful means means, or (ii) require that such subtenant attorn to and recognize landlord Landlord as its landlord under any such sublease. If Tenant shall Default in the payment of Rent and fail to cure within the time permitted for cure under Section 20(A), Landlord is hereby irrevocably authorized, as Tenant’s agent and attorney-in-fact, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant’s obligations under this Lease) until such monetary Default is cured.

Terms of Consent. If landlord shall grant consent Landlord consents to a transfer, Transfer: (i) the following conditions apply: (1) The terms and conditions of this leaseLease, including, among other things, tenantincluding Tenant's liability for the subject spaceSubject Space, shall in no way be deemed to have been waived or modified; , (2ii) Such such consent shall not be deemed consent to any further transfer Transfer by either tenant Tenant or transferee; a Transferee, (3iii) No transferee no Transferee shall succeed to any rights provided in this lease Lease or any amendment hereto to extend the term Term of this leaseLease, expand the Premises, or to sublease or assign this leaselease other space, any such rights being deemed personal to tenantthe initial Tenant, provided, however, nothing in the foregoing shall prevent tenant from exercising tenant's option to extend the term, including, without limitation, after a sublease by tenant, or to further sublease or assign; (4iv) Tenant shall deliver to landlord Landlord, promptly after execution execution, an original executed copy of all documentation pertaining to the transfer; and Transfer in form reasonably acceptable to Landlord, and (5v) Tenant shall furnish, upon landlord's request, furnish a complete statement, certified by tenantan independent certified public accountant or Tenant's financial officer, setting forth in detail the computation of any transfer premium tenant Transfer Premium that Tenant has derived and shall derive from such transferTransfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records, records and papers of tenant Tenant and any Transferee relating to any transferTransfer, and shall have the right to make copies thereof. If the transfer premium Transfer Premium respecting any transfer Transfer shall be found to be have been understated, tenant shall, Tenant shall pay the deficiency within 10 fifteen (15) days after demand, pay any additional share of the transfer premium owing to landlord, demand (and if understated by more than five percent (5%), tenant Tenant shall also pay landlordinclude with such payment Landlord's cost costs of such audit and an additional 10% of the total transfer premiumaudit). Any sublease hereunder shall be subordinate and subject to the provisions of this lease; Lease, and if this lease Lease shall be terminated during the term of any sublease, landlord whether based on Default or mutual agreement, Landlord shall have the right to either treat to: (a) deem such sublease as cancelled merged and canceled and repossess the subject space Subject Space by any lawful means means, or (b) require that such subtenant attorn to and recognize landlord Landlord as its landlord under such sublease with respect to obligations arising thereafter, subject to the terms of Landlord's standard form of attornment documentation. If Tenant shall commit a Default under this Lease, Landlord is hereby irrevocably authorized to direct any such subleaseTransferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply toward Tenant's obligations under this Lease).

Terms of Consent. If landlord shall grant consent Landlord consents to a transfer, Transfer: (i) the following conditions apply: (1) The terms and conditions of this leaseLease, including, among other things, tenant's including Tenant’s liability for the subject spaceSubject Space, shall in no way be deemed to have been waived or modified; , (2ii) Such such consent shall not be deemed consent to any further transfer Transfer by either tenant Tenant or transferee; a Transferee, (3iii) No transferee no Transferee, other than an Affiliate, shall succeed to any rights provided in this lease Lease or any amendment hereto to extend the term Term of this leaseLease, expand the Premises, or to sublease or assign this leaselease other space, any such rights being deemed personal to tenantthe initial Tenant, provided, however, nothing in the foregoing shall prevent tenant from exercising tenant's option to extend the term, including, without limitation, after a sublease by tenant, or to further sublease or assign; (4iv) Tenant shall deliver to landlord Landlord promptly after execution execution, an original executed copy of all documentation pertaining to the transfer; and Transfer substantially in the form previously submitted to and approved by Landlord under Section 13.A(c) above, and (5v) Tenant shall furnish, upon landlord's request, furnish a complete statement, certified by tenantan independent certified public accountant, or Tenant’s chief financial officer, setting forth in detail the computation of any transfer premium tenant Transfer Premium that Tenant has derived and shall derive from such transferTransfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records, records and papers of tenant Tenant and any Transferee relating to any transfer, and shall have the right to make copies thereofTransfer. If the transfer premium Transfer Premium respecting any transfer Transfer shall be found to be understated, tenant shall, Tenant shall within 10 thirty (30) days after demand, demand pay any additional share of the transfer premium owing to landlorddeficiency, and if understated by more than five percent (5%, tenant ) Tenant shall also pay landlord's cost Landlord’s costs of such audit and an additional 10% of the total transfer premiumaudit. Any sublease hereunder shall be subordinate and subject to the provisions of this lease; Lease, and if this lease Lease shall be terminated during the term of any sublease, landlord Landlord shall have the right to either treat to: (a) deem such sublease as cancelled merged and canceled and repossess the subject space Subject Space by any lawful means means, or (b) deem such termination as an assignment of such sublease to Landlord and not as a merger, and require that such subtenant attorn to and recognize landlord Landlord as its landlord under any such sublease. If Tenant shall commit a Default under this Lease, so long as Default remains uncured, Landlord is hereby irrevocably authorized, as Tenant’s agent, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant’s obligations under this Lease).

Terms of Consent. If landlord shall grant consent Landlord consents to a transferTransfer, (a) the following conditions apply: (1) The terms and conditions of this leaseLease, including, including among other things, tenantTenant's liability for the subject spaceSubject Space, shall in no way be deemed to have been waived or modified; waived, (2b) Such such consent shall not be deemed consent to any further transfer Transfer by either tenant Tenant or transferee; a Transferee, (3c) No transferee no Transferee shall succeed to any rights provided in this lease Lease or any amendment hereto to extend the term Term of this leaseLease, expand the Premises, or to sublease or assign this leaselease additional space, any such rights being deemed personal to tenant, provided, however, nothing Tenant (except in the foregoing shall prevent tenant from exercising tenant's option to extend the termevent of an Affiliate Transfer-as defined herein), including, without limitation, after a sublease by tenant, or to further sublease or assign; (4d) Tenant shall deliver to landlord Landlord promptly after execution execution, an original executed copy of all documentation pertaining to the transfer; and Transfer in form reasonably acceptable to Landlord, and (5d) Tenant shall furnish, furnish upon landlordLandlord's request, request a complete statement, certified by tenantan independent certified public accountant, or Tenant's chief financial officer, setting forth in detail the computation of any transfer premium tenant Transfer Premium Tenant has derived and shall derive from such transferTransfer. Landlord or its authorized representatives upon prior notice shall have the right at all reasonable times to audit the books, records, records and papers of tenant Tenant relating to any transferTransfer, and shall have the right to make copies thereof. If the transfer premium Transfer Premium respecting any transfer Transfer shall be found to be understated, tenant shall, Tenant shall within 10 thirty (30) days after demand, demand pay any additional share of the transfer premium owing to landlorddeficiency, and if understated by more than 53%, tenant Tenant shall also pay landlordLandlord's cost costs of such audit and an additional 10% of the total transfer premiumaudit. Any sublease hereunder shall be subordinate and subject to the provisions of this lease; Lease, and if this lease Lease shall be terminated during the term of any sublease, landlord Landlord shall have the right to either to: (i) treat such sublease as cancelled canceled and repossess the subject space Subject Space by any lawful means means, or (ii) require that such subtenant attorn to and recognize landlord Landlord as its landlord under any such sublease.

Terms of Consent. If landlord shall grant consent Landlord consents to a transferTransfer, or if Tenant makes a Transfer to an Affiliate: (a) the following conditions apply: (1) The terms and conditions of this lease, including, among other things, tenant's liability for the subject space, Lease shall in no way be deemed to have been waived or modified; , (2b) Such such consent (if required) shall not be deemed consent to any further transfer Transfer by either tenant Tenant or transferee; a Transferee, (3c) No transferee no Transferee shall succeed to any rights provided in this lease Lease or any amendment hereto to extend the term Term of this leaseLease, expand the Premises, or to sublease or assign this leaselease additional space, any such rights being deemed personal to tenantthe original Tenant and its Affiliates, provided(d) no Transfer relating to this Lease or agreement entered into with respect thereto, howeverwhether with or without Landlord’s consent, nothing in the foregoing shall prevent tenant relieve Tenant from exercising tenant's option liability under this Lease, (e) except if Tenant makes a Transfer to extend the terman Affiliate, including, without limitation, after a sublease by tenant, or to further sublease or assign; (4) Tenant shall deliver to landlord Landlord promptly after execution execution, an original executed copy of all documentation pertaining to the transfer; and Transfer in form reasonably acceptable to Landlord, and (5f) except if Tenant makes a Transfer to an Affiliate, Tenant shall furnish, furnish upon landlord's request, Landlord’s request a complete statement, certified by tenantan independent certified public accountant, or Tenant’s chief financial officer, setting forth in detail the computation of any transfer premium tenant profits Tenant has derived and shall derive from such transferTransfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records, records and papers of tenant Tenant relating to any transferTransfer, and shall have the right to make copies thereof. If the transfer premium respecting profits derived by Tenant from any transfer Transfer shall be found to be understated, tenant shall, Tenant shall within 10 thirty (30) days after demand, demand pay any additional share of the transfer premium owing to landlorddeficiency, and if understated by more than 52%, tenant Tenant shall also pay landlord's cost Landlord’s costs of such audit and an additional 10% of the total transfer premiumaudit. Any sublease hereunder shall be subordinate and subject to the provisions of this lease; Lease, and if this lease Lease shall be terminated during the term of any sublease, landlord Landlord shall have the right to either to: (i) treat such sublease as cancelled canceled and repossess the subject space Subject Space by any lawful means means, or (ii) require that such subtenant attorn to and recognize landlord Landlord as its landlord under any such sublease. In the event of default, Landlord is hereby irrevocably authorized, as Tenant’s agent and attorney-in-fact, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant’s obligations under this Lease) until such default is cured.

Terms of Consent. If landlord shall grant consent Landlord consents to a transfer, Transfer: (a) the following conditions apply: (1) The terms and conditions of this lease, including, among other things, tenant's liability for the subject space, Lease shall in no way be deemed to have been waived or modified; , (2b) Such such consent shall not be deemed consent to any further transfer Transfer by either tenant Tenant or transferee; a Transferee, (3c) No transferee no Transferee, other than a Related Entity, shall succeed to any rights provided in this lease Lease or any amendment hereto to extend the term Term of this leaseLease, expand the Premises, or to sublease or assign this leaselease additional space, any such rights being deemed personal to tenantTenant, provided(d) no Transfer relating to this Lease or agreement entered into with respect thereto, howeverwhether with or without Landlord's consent, nothing in the foregoing shall prevent tenant relieve Tenant or any guarantor of this Lease from exercising tenant's option to extend the termliability under this Lease, including, without limitation, after a sublease by tenant, or to further sublease or assign; (4e) Tenant shall deliver to landlord Landlord promptly after execution execution, an original executed copy of all documentation pertaining to the transfer; and Transfer in form reasonably acceptable to Landlord, and (5f) Tenant shall furnish, furnish upon landlordLandlord's request, request a complete statement, certified by tenantan independent certified public accountant, or Tenant's chief financial officer, setting forth in detail the computation of any transfer premium tenant Transfer Premium Tenant has derived and shall derive from such transferTransfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records, records and papers of tenant Tenant relating to any transferTransfer Premium, and shall have the right right, at Landlord's expense, to make copies thereof. If the transfer premium Transfer Premium respecting any transfer Transfer shall be found to be understated, tenant shall, Tenant shall within 10 thirty (30) days after demand, demand pay any additional share of the transfer premium owing to landlorddeficiency, and if understated by more than 5three percent (3%), tenant Tenant shall also pay landlordLandlord's cost actual, out-of-pocket costs of such audit and an additional 10% of the total transfer premiumaudit. Any sublease hereunder shall be subordinate and subject to the provisions of this lease; Lease, and if this lease Lease shall be terminated during the term of any sublease, landlord Landlord shall have the right to either to: (i) treat such sublease as cancelled canceled and repossess the subject space Subject Space by any lawful means means, or (ii) require that such subtenant attorn to and recognize landlord Landlord as its landlord under any such sublease. If Tenant shall Default and fail to cure within the time permitted for cure under Article 23(A), Landlord is hereby irrevocably authorized, as Tenant's agent and attorney-in-fact, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant's obligations under this Lease) until such Default is cured.

Terms of Consent. If landlord shall grant consent Landlord consents to a transfer, Transfer: (a) the following conditions apply: (1) The terms and conditions of this leaseLease, including, including among other things, tenantthe original named Tenant's liability for the subject spaceSubject Space, and Rent with respect thereto, shall in no way be deemed to have been released, waived or modified; , (2b) Such such consent shall not be deemed consent to any further transfer Transfer by either tenant Tenant or transferee; a Transferee, (3c) No transferee no Transferee shall succeed to any rights provided in this lease Lease or any amendment hereto to extend the term Term of this leaseLease, expand the Premises, or to sublease or assign this leaselease additional space, any such rights being deemed personal to tenantTenant, provided, however, nothing in the foregoing shall prevent tenant from exercising tenant's option to extend the term, including, without limitation, after a sublease by tenant, or to further sublease or assign; (4d) Tenant shall deliver to landlord Landlord promptly after execution execution, an original executed copy of all documentation pertaining to the transfer; and Transfer in form reasonably acceptable to Landlord, and (5e) Tenant shall furnish, furnish upon landlordLandlord's request, request a complete statement, certified by tenantan independent certified public accountant, or Tenant's chief financial officer, setting forth in detail the computation of any transfer premium tenant Transfer Premium Tenant has derived and shall derive from such transferTransfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records, records and papers of tenant Tenant relating to any transferTransfer, and shall have the right to make copies thereof. If the transfer premium Transfer Premium respecting any transfer Transfer shall be found to be understated, tenant shall, Tenant shall within 10 thirty (30) days after demand, demand pay any additional share of the transfer premium owing to landlorddeficiency, and if understated by more than 52%, tenant Tenant shall also pay landlordLandlord's cost costs of such audit and an additional 10% of the total transfer premiumaudit. Any sublease hereunder shall be subordinate and subject to the provisions of this lease; Lease, and if this lease Lease shall be terminated during the term of any sublease, landlord Landlord shall have the right to either to: (i) treat such sublease as cancelled and repossess the subject space Subject Space by any lawful means means, or (ii) require that such subtenant attorn to and recognize landlord Landlord as its landlord under any such sublease. If Tenant shall Default and fail to cure within the time permitted for cure under Article 23(A), Landlord is hereby irrevocably authorized, as Tenant's agent and attorney-in-fact, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant's obligations under this Lease) until such Default is cured.

Terms of Consent. If landlord shall grant consent Landlord consents to a transferTransfer or, in connection with any Transfer to an Affiliate of Tenant, is deemed to have consented to a Transfer: (a) the following conditions apply: (1) The terms and conditions of this lease, including, among other things, tenant's liability for the subject space, Lease shall in no way be deemed to have been waived or modified; , (2b) Such such consent shall not be deemed consent to any further transfer Transfer by either tenant Tenant or transferee; a Transferee, (3c) No transferee no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord's consent, shall succeed to any rights provided in this lease relieve Tenant or any amendment hereto to extend the term guarantor of this leaseLease from liability under this Lease, or (d) unless the proposed Transferee is an Affiliate, if the proposed Transfer is pursuant to a sublease or assign this leasesimilar occupancy agreement for the Premises, any such rights being deemed personal to tenant, provided, however, nothing in the foregoing shall prevent tenant from exercising tenant's option to extend the term, including, without limitation, after a sublease by tenant, or to further sublease or assign; (4) Tenant shall deliver to landlord Landlord promptly after execution an original executed copy of the agreement effecting such Transfer, which agreement shall in all documentation pertaining events provide that the Transferee thereunder assumes all duties and obligations of the "tenant" hereunder from and after the effective date of such Transfer, and (e) unless the proposed Transferee is an Affiliate, if the proposed Transfer is pursuant to a sublease or similar occupancy agreement for the transfer; and (5) Premises, Tenant shall furnish, furnish upon landlordLandlord's request, request a complete statement, certified by tenantan independent certified public accountant or Tenant's chief financial officer or a partner or owner of Tenant, setting forth in detail the computation of any transfer premium tenant has derived and profits Tenant shall derive from or otherwise allocated to such transfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records, and papers of tenant relating to any transfer, and shall have the right to make copies thereof. If the transfer premium respecting any transfer shall be found to be understated, tenant shall, within 10 days after demand, pay any additional share of the transfer premium owing to landlord, and if understated by more than 5%, tenant shall also pay landlord's cost of such audit and an additional 10% of the total transfer premiumTransfer. Any sublease hereunder shall be subordinate and subject to the provisions of this lease; Lease, and if this lease Lease shall be terminated during the term of any sublease, landlord Landlord shall have the right to either to: (i) treat such sublease as cancelled canceled and repossess the subject space Subject Space by any lawful means means, or (ii) require that such subtenant attorn to and recognize landlord Landlord as its landlord under any such sublease. In the event of monetary default, Landlord is hereby irrevocably authorized, as Tenant's agent and attorney-in-fact, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant's obligations under this Lease) until such default is cured.

Terms of Consent. If landlord shall grant consent Landlord consents to a transfer, Transfer: (i) the following conditions apply: (1) The terms and conditions of this leaseLease, including, among other things, tenantincluding Tenant's liability for the subject spaceSubject Space, shall in no way be deemed to have been waived or modified; , (2ii) Such such consent shall not be deemed consent to any further transfer Transfer by either tenant Tenant or transferee; a Transferee, (3iii) No transferee no Transferee shall succeed to any rights provided in this lease Lease or any amendment hereto to extend the term Term of this leaseLease, expand the Premises, or to sublease or assign this leaselease other space, any such rights being deemed personal to tenantthe initial Tenant, provided, however, nothing in the foregoing shall prevent tenant from exercising tenant's option to extend the term, including, without limitation, after a sublease by tenant, or to further sublease or assign; (4d) Tenant shall deliver to landlord Landlord promptly after execution execution, an original executed copy of all documentation pertaining to the transfer; and Transfer in form reasonably acceptable to Landlord, and (5v) Tenant shall furnish, upon landlord's request, furnish a complete statement, certified by tenantan independent certified public accountant, or Tenant's chief financial officer, setting forth in detail the computation of any transfer premium tenant Transfer Premium that Tenant has derived and shall derive from such transferTransfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records, records and papers of tenant Tenant and any Transferee relating to any transferTransfer, and shall have the right to make copies thereof. If the transfer premium Transfer Premium respecting any transfer Transfer shall be found to be understated, tenant shall, Tenant shall within 10 thirty (30) days after demand, demand pay any additional share of the transfer premium owing to landlorddeficiency, and if understated by more than 5three percent (3%, tenant ) Tenant shall also pay landlordLandlord's cost costs of such audit and an additional 10% of the total transfer premiumaudit. Any sublease hereunder shall be subordinate and subject to the provisions of this lease; Lease, and if this lease Lease shall be terminated during the term of any sublease, landlord Landlord shall have the right to either treat to: (a) deem such sublease as cancelled merged and canceled and repossess the subject space Subject Space by any lawful means means, or (b) deem such termination as an assignment of such sublease to Landlord and not as a merger, and require that such subtenant attorn to and recognize landlord Landlord as its landlord under any such sublease. If Tenant shall commit a Default under this Lease, Landlord is hereby irrevocably authorized, as Tenant's agent and attorney-in-fact, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant's obligations under this Lease).

Terms of Consent. If landlord shall grant consent Landlord consents to a transfer, Transfer: (a) the following conditions apply: (1) The terms and conditions of this leaseLease, including, including among other things, tenantTenant's liability for the subject spaceSubject Space, shall in no way be deemed to have been waived or modified; modified (2and, as a condition to the effectiveness of any assignment of this Lease, the assignor shall, if Landlord or any Holder so requests, deliver to Landlord a guaranty evidencing such continuing liability), (b) Such such consent shall not be deemed consent to any further transfer Transfer by either tenant Tenant or transferee; a Transferee, (3) No transferee shall succeed to any rights provided in this lease or any amendment hereto to extend the term of this lease, or to sublease or assign this lease, any such rights being deemed personal to tenant, provided, however, nothing in the foregoing shall prevent tenant from exercising tenant's option to extend the term, including, without limitation, after a sublease by tenant, or to further sublease or assign; (4c) Tenant shall deliver to landlord Landlord promptly after execution execution, an original executed copy of all documentation pertaining to the transfer; and Transfer in form reasonably acceptable to Landlord, and (5d) Tenant shall furnish, furnish upon landlordLandlord's request, request a complete statement, certified by tenantan independent certified public accountant, or Tenant's chief financial officer, setting forth in detail the computation of any transfer premium tenant Transfer Premium Tenant has derived and shall derive from such transferTransfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records, records and papers of tenant Tenant relating to any transferTransfer, and shall have the right to make copies thereof. If the transfer premium Transfer Premium respecting any transfer Transfer shall be found to be understated, tenant shall, Tenant shall within 10 thirty (30) days after demand, demand pay any additional share of the transfer premium owing to landlorddeficiency, and if understated by more than 52%, tenant Tenant shall also pay landlordLandlord's cost costs of such audit and an additional 10% of the total transfer premiumaudit. Otherwise, Landlord shall pay for such audit. Any sublease hereunder shall be subordinate and subject to the provisions of this lease; Lease, and if this lease Lease shall be terminated during the term of any sublease, landlord Landlord shall have the right to either to: (i) treat such sublease as cancelled and repossess the subject space Subject Space by any lawful means means, or (ii) require that such subtenant attorn to and recognize landlord Landlord as its landlord under any such sublease. If Tenant shall Default and fail to cure within the time permitted for cure under Article 23(A), Landlord is hereby irrevocably authorized, as Tenant's agent and attorney-in-fact, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant's obligations under this Lease) until such Default is cured.

Terms of Consent. If landlord shall grant consent Landlord consents to a transfer, Transfer: (i) the following conditions apply: (1) The terms and conditions of this leaseLease, including, among other things, tenantincluding Tenant's liability for the subject spaceSubject Space, shall in no way be deemed to have been waived or modified; , unless otherwise expressly agreed upon in writing by Landlord, (2ii) Such such consent shall not be deemed consent to any further transfer Transfer by either tenant Tenant or transferee; a Transferee, (3iii) No transferee no Transferee shall succeed to any rights provided in this lease Lease or any amendment hereto to extend the term Term of this leaseLease, expand the Premises, or to sublease or assign this leaselease other space, any such rights being deemed personal to tenantthe initial Tenant, providedunless otherwise expressly agreed upon in writing by Landlord, however, nothing in the foregoing shall prevent tenant from exercising tenant's option to extend the term, including, without limitation, after a sublease by tenant, or to further sublease or assign; (4iv) Tenant shall deliver to landlord Landlord, promptly after execution execution, an original executed copy of all documentation pertaining to the transfer; and Transfer in form reasonably acceptable to Landlord, and (5v) if there is a Transfer Premium, Tenant shall furnish, upon landlord's request, furnish a complete statement, certified by tenantan independent certified public accountant or Tenant's financial officer, setting forth in detail the computation of any transfer premium tenant Transfer Premium that Tenant has derived and shall derive from such transferTransfer. Landlord or its authorized representatives shall have the right at all reasonable times (e.g., during normal business hours and limited to a reasonable number of times per year based on the number of Transfers during such year) to audit the books, records, records and papers of tenant Tenant and any Transferee relating to any transferTransfer for purposes of determining the Transfer Premium, and shall have the right to make copies thereof. If the transfer premium Transfer Premium respecting any transfer Transfer shall be found to be have been understated, tenant shall, Tenant shall pay the deficiency within 10 fifteen (15) days after demand, pay any additional share of the transfer premium owing to landlord, demand (and if understated by more than five percent (5%), tenant Tenant shall also pay landlordinclude with such payment Landlord's cost costs of such audit and an additional 10% of the total transfer premiumaudit). Any sublease hereunder shall be subordinate and subject to the provisions of this lease; Lease, and if this lease Lease shall be terminated during the term of any sublease, landlord whether based on Default or mutual agreement, Landlord shall have the right to either treat to: (a) deem such sublease as cancelled merged and canceled and repossess the subject space Subject Space by any lawful means means, or (b) require that such subtenant attorn to and recognize landlord Landlord as its landlord under such sublease with respect to obligations arising thereafter, subject to the terms of Landlord's standard form of attornment documentation. If Tenant shall commit a Default under this Lease (and fail to cure beyond the applicable cure period), Landlord is hereby irrevocably authorized to direct any such subleaseTransferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply toward Tenant's obligations under this Lease).

Terms of Consent. If landlord shall grant consent Landlord consents to a transferTransfer: (a) any Transfer shall be made only if, and shall not be effective until, the following conditions apply: Transferee shall execute, acknowledge and deliver to Landlord an agreement in form and substance reasonably satisfactory to Landlord whereby the Transferee shall assume the obligations of this Lease on the part of Tenant to be performed or observed, (1b) The the terms and conditions of this leaseLease, including, including among other things, tenant's Tenant’s (or any Transferee’s) liability for the subject spaceSubject Space, shall in no way be deemed to have been waived or modified; modified and the original named Tenant (2and any Transferee, as the case may be) Such shall remain fully liable for the payment of Rent and additional Rent and for the other obligations of this Lease on the part of Tenant to be performed or observed, (c) such consent shall not be deemed consent to any further transfer Transfer by either tenant Tenant or transferee; a Transferee, (3d) No transferee except as otherwise provided in this Lease, no Transferee shall succeed to any rights provided in this lease or any amendment hereto Lease to extend terminate this Lease prior to the term of this leaseExpiration Date, or to sublease or assign this lease, any such rights right being deemed personal to tenantTenant, provided, however, nothing in the foregoing shall prevent tenant from exercising tenant's option to extend the term, including, without limitation, after a sublease by tenant, or to further sublease or assign; (4e) Tenant shall deliver to landlord Landlord promptly after execution execution, an original executed copy of all documentation pertaining to the transfer; and Transfer in a form reasonably acceptable to Landlord, and (5f) Tenant shall furnish, furnish upon landlord's request, Landlord’s request a complete statement, certified by tenantan independent certified public accountant, or Tenant’s chief financial officer, setting forth in detail the computation of any transfer premium tenant Transfer Premium Tenant has derived and shall derive from such transferTransfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records, records and papers of tenant Tenant relating to any transferTransfer, and shall have the right to make copies thereof. If the transfer premium Transfer Premium respecting any transfer Transfer shall be found to be understated, tenant shall, Tenant shall within 10 thirty (30) days after demand, demand pay any additional share of the transfer premium owing to landlorddeficiency, and if understated by more than 5two percent (2%), tenant Tenant shall also pay landlord's cost Landlord’s costs of such audit and an additional 10% of the total transfer premiumaudit. Any sublease hereunder shall be subordinate and subject to the provisions of this lease; Lease, and if this lease Lease shall be terminated during the term of any sublease, landlord Landlord shall have the right to either to: (i) treat such sublease as cancelled canceled and repossess the subject space Subject Space by any lawful means means, or (ii) require that such subtenant attorn to and recognize landlord Landlord as its landlord under any such sublease. If Tenant shall Default and fail to cure within the time permitted for cure under Section 22(A), Landlord is hereby irrevocably authorized, as Tenant’s agent and attorney-in-fact, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant’s obligations under this Lease) until such Default is cured.

Terms of Consent. If landlord shall grant consent Landlord consents to a transfer, Transfer: (i) the following conditions apply: (1) The terms and conditions of this leaseLease, including, among other things, tenant's including Tenant’s liability for the subject spaceSubject Space, shall in no way be deemed to have been waived or modified; , (2ii) Such such consent shall not be deemed consent to any further transfer Transfer by either tenant Tenant or transferee; a Transferee, (3iii) No transferee no Transferee shall succeed to any rights provided in this lease Lease or any amendment hereto to extend the term Term of this leaseLease, expand the Premises, or to sublease or assign this leaselease other space, any such rights being deemed personal to tenantthe initial Tenant, provided, however, nothing in the foregoing shall prevent tenant from exercising tenant's option to extend the term, including, without limitation, after a sublease by tenant, or to further sublease or assign; and (4iv) Tenant shall deliver to landlord Landlord promptly after execution execution, an original executed copy of all documentation pertaining to the transfer; and (5) Tenant shall furnish, upon landlord's request, a complete statement, certified by tenant, setting forth Transfer in detail the computation of any transfer premium tenant has derived and shall derive from such transferform reasonably acceptable to Landlord. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records, records and papers of tenant Tenant and any Transferee relating to any transferTransfer, and shall have the right to make copies thereof. If the transfer premium respecting any transfer shall be found to be understated, tenant shall, within 10 days after demand, pay any additional share of the transfer premium owing to landlord, and if understated by more than 5%, tenant shall also pay landlord's cost of such audit and an additional 10% of the total transfer premium. Any sublease hereunder shall be subordinate and subject to the provisions of this lease; Lease, and if this lease Lease shall be terminated during the term of any sublease, landlord Landlord shall have the right to either treat to: (a) deem such sublease as cancelled merged and canceled and repossess the subject space Subject Space by any lawful means means, or (b) deem such termination as an assignment of such sublease to Landlord and not as a merger, and require that such subtenant attorn to and recognize landlord Landlord as its landlord under any such sublease. If Tenant shall commit a Default under this Lease, Landlord is hereby irrevocably authorized, as Tenant’s agent and attorney-in-fact, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant’s obligations under this Lease).

Terms of Consent. If landlord shall grant consent Landlord consents to a transfer, Transfer: (a) the following conditions apply: (1) The terms and conditions of this leaseLease, including, including among other things, tenantTenant's liability for the subject spacePremises, shall in no way be deemed to have been waived or modified; , (2b) Such such consent shall not be deemed consent to any further transfer Transfer by either tenant Tenant or transferee; a Transferee, (3c) No transferee no Transferee shall succeed to any rights provided in this lease Lease or any amendment hereto to extend the term Term of this leaseLease, expand the Premises, or to sublease or assign this leaselease additional space, any such rights being deemed personal to tenantTenant, provided, however, nothing in the foregoing shall prevent tenant from exercising tenant's option to extend the term, including, without limitation, after a sublease by tenant, or to further sublease or assign; (4d) Tenant shall deliver to landlord Landlord promptly after execution execution, an original executed copy of all documentation pertaining to the transfer; and Transfer in form reasonably acceptable to Landlord, and (5e) Tenant shall furnish, furnish upon landlordLandlord's request, request a complete statement, certified by tenantan independent certified public accountant, or Tenant's chief financial officer, setting forth in detail the computation of any transfer premium tenant Transfer Premium Tenant has derived and shall derive from such transferTransfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records, records and papers of tenant Tenant relating to any transferTransfer, and shall have the right to make copies thereof. If the transfer premium Transfer Premium respecting any transfer Transfer shall be found to be understated, tenant shall, Tenant shall within 10 thirty (30) days after demand, demand pay any additional share of the transfer premium owing to landlorddeficiency, and if understated by more than 52%, tenant Tenant shall also pay landlordLandlord's cost costs of such audit and an additional 10% of the total transfer premiumaudit. Any sublease hereunder shall be subordinate and subject to the provisions of this lease; Lease, and if this lease Lease shall be terminated during the term of any sublease, landlord Landlord shall have the right to either to: (i) treat such sublease as cancelled canceled and repossess the subject space Subject Space by any lawful means means, or (ii) require that such subtenant attorn to and recognize landlord as Landlord is its landlord under any such sublease. If Tenant shall Default and fail to cure within the time permitted for cure under Section 23, Landlord is hereby irrevocably authorized, as Tenant's agent and attorney-in-fact, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant's obligations under this Lease) until such Default is cured.

Terms of Consent. If landlord shall grant consent Following an Exempt Transfer or if Landlord consents (or is deemed to a transfer, have consented) to any other Transfer: (a) the following conditions apply: (1) The terms and conditions of this leaseLease, including, including among other things, tenant's Tenant’s liability for the subject spacePremises or the Subject Space, as the case may be, shall in no way be deemed to have been waived waived, released or modified; , (2b) Such any consent granted by Landlord shall not be deemed consent to any further transfer Transfer by either tenant Tenant or transferee; a Transferee, (3c) No transferee any subtenant shall succeed have the same rights and obligations with respect to an assignment of its sublease and/or under-subletting as Tenant has with respect to an assignment of this Lease and/or subletting, except to the extent that the sublease shall impose additional restrictions or obligations, and (d) except as to any rights provided in this lease or any amendment hereto Exempt Transfer of a type with respect to extend which, under the term above terms of this leaseArticle 20, or no notice is required to sublease or assign be given to Landlord under this leaseArticle 20, any such rights being deemed personal to tenant, provided, however, nothing in the foregoing shall prevent tenant from exercising tenant's option to extend the term, including, without limitation, after a sublease by tenant, or to further sublease or assign; (4) Tenant shall deliver to landlord Landlord promptly after execution (but in no event later than thirty (30) days thereafter), an original executed copy of all documentation pertaining to the transfer; and (5) Tenant shall furnish, upon landlord's request, a complete statement, certified by tenant, setting forth in detail the computation of any transfer premium tenant has derived and shall derive from such transfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records, and papers of tenant relating to any transfer, and shall have the right to make copies thereof. If the transfer premium respecting any transfer shall be found to be understated, tenant shall, within 10 days after demand, pay any additional share of the transfer premium owing to landlord, and if understated by more than 5%, tenant shall also pay landlord's cost of such audit and an additional 10% of the total transfer premiumTransfer. Any sublease or license hereunder shall be subordinate and subject to the provisions of this lease; Lease, and if this lease Lease or Tenant’s right to possession hereunder shall be terminated during the term of any subleasesublease or license, landlord shall Landlord shall, subject to Paragraph 20(C) and any Recognition Agreement have the right to either to: (i) treat such sublease as cancelled subleases and licenses canceled and repossess the subject space by any lawful means means, or (ii) require that such subtenant or licensee attorn to and recognize landlord Landlord as its landlord under any such sublease.sublease or license (as

Terms of Consent. If landlord shall grant consent Lessor consents to a transfer, Transfer: (a) the following conditions apply: (1) The terms and conditions of this leaseLease, including, including among other things, tenantLessee's liability for the subject spaceSubject Space, shall in no way be deemed to have been waived or modified; , (2b) Such such consent shall not be deemed consent to any further transfer Transfer by either tenant Lessee or transferee; a Transferee, (3c) No transferee no Transferee shall succeed to any rights provided in this lease Lease or any amendment hereto to extend the term Term of this leaseLease, expand the Premises, or to sublease or assign this leaselease additional space, any such rights being deemed personal to tenantLessee, provided, however, nothing in the foregoing shall prevent tenant from exercising tenant's option to extend the term, including, without limitation, after a sublease by tenant, or to further sublease or assign; (4d) Tenant Lessee shall deliver to landlord Lessor promptly after execution execution, an original executed copy of all documentation pertaining to the transfer; and Transfer in form reasonably acceptable to Lessor, and (5e) Tenant Lessee shall furnish, furnish upon landlordLessor's request, request a complete statement, certified by tenantan independent certified public accountant, or Lessee's chief financial officer, setting forth in detail the computation of any transfer premium tenant Transfer Premium Lessor /s/ GKJ Lessee /s/ MSB _______ _______ Lessee has derived and shall derive from such transferTransfer. Landlord Lessor or its authorized representatives shall have the right at all reasonable times to audit the books, records, records and papers of tenant Lessee relating to any transferTransfer, and shall have the right to make copies thereof. If the transfer premium Transfer Premium respecting any transfer Transfer shall be found to be understated, tenant shall, Lessee shall within 10 thirty (30) days after demand, demand pay any additional share of the transfer premium owing to landlorddeficiency, and if understated by more than 52%, tenant Lessee shall also pay landlordLessor's cost costs of such audit and an additional 10% of the total transfer premiumaudit. Any sublease hereunder shall be subordinate and subject to the provisions of this lease; Lease, and if this lease Lease shall be terminated during the term of any sublease, landlord Lessor shall have the right to either to: (i) treat such sublease as cancelled canceled and repossess the subject space Subject Space by any lawful means means, or (ii) require that such subtenant attorn to and recognize landlord Lessor as its landlord under any such sublease. If Lessee shall Default and fail to cure within the time permitted for cure, Lessor is hereby irrevocably authorized, as Tenant's agent and attorney in-fact, to direct any Transferee to make all payments under or in connection with the Transfer directly to Lessor (which Lessor shall apply towards Lessee's obligations under this Lease) until such Default is cured.