SECTION 11.2 LANDLORDS CONSENT.
If Tenant desires to sublease or assign any portion of the Premises (excluding assignments or subleases to Affiliates), Tenant shall submit to Landlord in writing (a) the name of the proposed
transferee, the nature of the proposed transferees business and, for proposed subleases, the portion of the Premises which Tenant desires to sublease (if the proposed sublease space is less than all of the Premises, such portion is herein
referred to as the Proposed Sublease Space), (b) such financial information on the proposed transferee as is reasonably available, (c) a copy of the proposed form of sublease or assignment, or, at Tenants option, a
letter of intent setting forth the material financial and other terms of the proposed transaction, and (d) such other information as Landlord may reasonably request (collectively, the Required Transfer Information). Landlord
shall, within fourteen (14) days after Landlords receipt of the Required Transfer Information, deliver to Tenant a written notice (each such notice, a Landlord Response) in which Landlord either (i) consents to the
proposed sublease or assignment, or (ii) withholds its consent to the proposed sublease or assignment, which consent shall not be unreasonably withheld or conditioned so long as Landlord has received all Required Transfer Information. Landlord
shall be deemed to have reasonably withheld its consent to any sublease or assignment if (A) Landlord determines that such transferee is not of the character or quality of a tenant to whom Landlord would generally lease space in the Building,
(B) such proposed transferee fails to execute a consent document in form and of substance reasonably satisfactory to Landlord, or such proposed sublease or assignment is not in form and of substance reasonably satisfactory to Landlord,
(C) such sublease or assignment conflicts in any manner with this Lease, (D) the proposed transferee is a governmental entity, or the proposed transferee is a medical office that provides client or patient services, (E) the proposed
transferees primary business is prohibited by any exclusive or non-compete clause then affecting the Building (but only to the extent same apply to the portion of the Building that includes the Premises), (F) the proposed transferee (or
any affiliate of same) is an occupant of the Building (unless Landlord is unable to accommodate the additional space needs of such proposed transferee with an equal amount of contiguous space as required by such proposed transferee) or Landlord is
negotiating with the proposed transferee to become a tenant in the Building (as evidenced by the exchange of written correspondence between Landlord and such proposed transferee or its broker or agent relating to the terms of a proposed lease
transaction), (G) an uncured default exists under this Lease (after expiry of any applicable notice and cure period), (H) such assignment or sublease adversely affects the real estate investment trust (or pension fund) qualification tests
(if any) applicable to Landlord or its affiliates, or (I) the proposed transferee is or has been involved in litigation with Landlord or its affiliates. The foregoing factors shall not be deemed to be the exclusive grounds for which Landlord
may reasonably withhold its consent. If Landlord fails to timely provide a Landlord Response, then Landlord shall be deemed to have withheld its consent. In the event Landlord consents to a proposed sublease or assignment, such transfer shall not be
effective unless and until (i) Tenant and the proposed transferee execute Landlords reasonable form of consent document, and (ii) Guarantor executes such documentation as Landlord may reasonably require to evidence Guarantors
reaffirmation of its guaranty of this Lease, notwithstanding such assignment or sublease. Landlord shall from time to time advise Tenant of any exclusive or non-compete clauses then affecting the portion of the Building that includes Premises
promptly following Tenants written request for such information. There are no such exclusive or non-compete clauses presently affecting the initial Premises, the Headway Space or the Expansion Space as of the Effective Date.
SECTION 11.3 LANDLORDS RIGHTS RELATING TO ASSIGNEE OR SUBTENANT.
Without limiting Landlords consent rights and as a condition to obtaining Landlords consent, (i) each assignee must assume all obligations under this Lease arising from and after the
effective date of its assumption of the Lease, and (ii) each sublessee must confirm that its sublease is subject and subordinate to this Lease. To the extent the rentals or income derived from any sublease or assignment (excluding any sublease
or assignment to an Affiliate) exceed the rentals due hereunder, 50% of such excess rentals and income (after reimbursement of Tenants actual and reasonable out-of-pocket costs and expenses incurred in connection with such sublease or
assignment, and after deduction for the unamortized cost of any alterations or improvements made by Tenant to the Premises and the fair market value of any Tenant furniture, fixtures, equipment and other personal property included in any such
sublease or assignment transaction) shall be the property of and paid over to Landlord as and when collected in consideration for
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