Common use of Profits Clause in Contracts

Profits. If T▇▇▇▇▇ enters into any assignment or sublease permitted hereunder or consented to by Landlord (excepting only assignments or subleases pursuant to Section 9.5), Tenant shall, within sixty (60) days of L▇▇▇▇▇▇▇’s consent to such assignment or sublease, deliver to Landlord a list of Tenant’s reasonable tenant improvement allowances, third-party brokerage fees, legal fees and architectural fees paid or to be paid in connection with such transaction and, in the case of any sublease, any actual costs incurred by T▇▇▇▇▇ in separately demising and improving the sublet space (collectively, “Transaction Costs”), together with a list of all of Tenant’s Property to be transferred to such Transferee. The Transaction Costs shall be amortized, on a straight-line basis, over the term of any sublease. Tenant shall deliver to Landlord evidence of the payment of such Transaction Costs promptly after the same are paid. In consideration of such assignment or subletting, Tenant shall pay to Landlord: (a) In the case of an assignment, on the effective date of the assignment, all sums and other consideration paid to Tenant by the Transferee for or by reason of such assignment (including sums paid for the sale or rental of Tenant’s Property, less the then fair market or rental value thereof, as reasonably determined by Landlord) after first deducting the Transaction Costs; or (b) In the case of a sublease, fifty percent (50%) of any consideration payable under the sublease to Tenant by the Transferee which exceeds on a per square foot basis the Base Rent and Additional Rent accruing during the term of the sublease in respect of the sublet space (together with any sums paid for the sale or rental of Tenant’s Property, less the then fair market or rental value thereof, as reasonably determined by Landlord) after first deducting the monthly amortized amount of Transaction Costs. The sums payable under this clause shall be paid by Tenant to Landlord monthly as and when paid by the subtenant to Tenant.

Profits. If T▇▇▇▇▇ Tenant enters into any assignment or sublease permitted hereunder or consented to by Landlord (excepting only assignments or subleases pursuant to Section 9.5)Landlord, Tenant shall, within sixty (60) days of L▇▇▇▇▇▇▇Landlord’s consent to such assignment or sublease, deliver to Landlord a list of Tenant’s reasonable tenant improvement allowances, third-party expenses incurred in connection with such transaction including, without limitation, brokerage fees, fees and legal fees and architectural fees paid or to be paid in connection with such transaction andtransaction, in the case of marketing costs, cash inducements, construction costs, construction and moving allowances, rent abatement and any sublease, any actual lease assumption costs incurred by T▇▇▇▇▇ in separately demising and improving the sublet space (collectively, “Transaction Costs”), together with a list of all of Tenant’s Property to be transferred to such Transferee. The Transaction Costs shall be amortized, on a straight-line basis, over the term of any subleasesublease or assignment. Tenant shall deliver to Landlord evidence of the payment of such Transaction Costs promptly after the same are paid. In consideration of such assignment or subletting, Tenant shall pay to Landlord: : (a) In the case of an assignment, on the effective date of the assignment, fifty percent (50%) of all sums and other consideration paid to Tenant by the Transferee for or by reason of such assignment (including sums paid for the sale or rental of Tenant’s Property, less less, the then fair market or rental value thereof, as reasonably determined by Landlord) after first deducting the Transaction Costs; or or (b) In the case of a sublease, fifty percent (50%) of any consideration payable paid under the sublease to Tenant by the Transferee which exceeds on a per square foot basis the Base Fixed Rent and Additional Rent accruing during the term of the sublease in respect of the sublet subleased space (together with any sums paid for the sale or rental of Tenant’s Property, less less, the then fair market or rental value thereof, as reasonably determined by Landlord) after first deducting the monthly amortized amount of Transaction Costs. The sums payable under this clause shall be paid by Tenant to Landlord monthly as and when paid by the subtenant to Tenant. The foregoing notwithstanding, this Section shall not apply with respect to any transfer to a Related Entity in accordance with the terms and provisions of Section 13.7.

Profits. If T▇▇▇▇▇ Tenant enters into any assignment or sublease permitted hereunder or consented to by Landlord (excepting only assignments or subleases pursuant to Section 9.5)Landlord, Tenant shall, within sixty (60) 60 days of L▇▇▇▇▇▇▇Landlord’s consent to such assignment or sublease, deliver to Landlord a list of Tenant’s reasonable tenant improvement allowances, third-party brokerage fees, legal fees and architectural fees paid or to be paid in connection with such transaction and, in the case of any sublease, and any actual costs incurred by T▇▇▇▇▇ Tenant in separately demising and improving the sublet subleased space (collectively, “Transaction Costs”), together with a list of all of Tenant’s Property to be transferred to such Transferee. The Transaction Costs shall be amortized, on a straight-line basis, over the term of any sublease. Tenant shall deliver to Landlord evidence of the payment of such Transaction Costs promptly after the same are paid. In consideration of such assignment or subletting, Tenant shall pay to Landlord: : (a) In the case of an assignment, on the effective date of the assignment, 50% of all sums and other consideration paid to Tenant by the Transferee for or by reason of such assignment (including sums paid for the sale or rental of Tenant’s Property, less less, the then fair market or rental value thereof, as reasonably determined by Landlord) after first deducting the Transaction Costs; or or (b) In the case of a sublease, fifty percent (50%) % of any consideration payable under the sublease to Tenant by the Transferee which exceeds on a per square foot basis the Base Fixed Rent and Additional Rent accruing during the term of the sublease in respect of the sublet subleased space (together with any sums paid for the sale or rental of Tenant’s Property, less less, the then fair market or rental value thereof, as reasonably determined by Landlord) after first deducting the monthly amortized amount of Transaction Costs. The sums payable under this clause shall be paid by Tenant to Landlord monthly as and when paid by the subtenant to Tenant commencing at such time as Tenant has first recovered all of Tenant’s Costs.

Profits. If T▇▇▇▇▇ Tenant enters into any assignment or sublease permitted hereunder or consented to by Landlord (excepting only assignments or subleases pursuant to Section 9.5), Tenant shall, within sixty (60) days of L▇▇▇▇▇▇▇Landlord’s consent to such assignment or sublease, deliver to Landlord a list of Tenant’s reasonable tenant improvement allowancesout-of-pocket costs associated with such assignment or sublease, including, but not limited to, all third-party brokerage fees, legal fees and architectural fees paid or to be paid in connection with such transaction and, in the case of any sublease, any actual costs incurred by T▇▇▇▇▇ Tenant in separately demising and improving the sublet space including, without limitation, tenant improvement contributions (collectively, “Transaction Costs”), together with a list of all of Tenant’s Property to be transferred to such Transferee. The Transaction Costs shall be amortized, on a straight-line basis, over the term of any sublease. Tenant shall deliver to Landlord evidence of the payment of such Transaction Costs promptly after the same are paid. In consideration of such assignment or subletting, Tenant shall pay to Landlord: (a) In the case of an assignment, on the effective date of the assignment, all sums and other consideration paid to Tenant by the Transferee for or by reason of such assignment (including sums paid for the sale or rental of Tenant’s Property, less the then fair market or rental value thereof, as reasonably determined by Landlord) after first deducting the Transaction Costs; or (b) In the case of a sublease, fifty percent (50%) of any consideration payable under the sublease to Tenant by the Transferee which exceeds on a per square foot basis the Base Rent and Additional Rent accruing during the term of the sublease in respect of the sublet space (together with any sums paid for the sale or rental of Tenant’s Property, less the then fair market or rental value thereof, as reasonably determined by Landlord) after first deducting the monthly amortized amount of Transaction Costs. The sums payable under this clause shall be paid by Tenant to Landlord monthly as and when paid by the subtenant to Tenant.

Profits. If T▇▇▇▇▇ Tenant enters into any assignment or sublease permitted hereunder or consented to by Landlord (excepting only assignments or subleases pursuant to Section 9.5)Landlord, Tenant shall, within sixty (60) days of L▇▇▇▇▇▇▇Landlord’s consent to such assignment or subleasesublease (but not as to any assignment or subletting which does not require Landlord’s consent under Section 13.8 below), deliver to Landlord a list of Tenant’s reasonable tenant improvement allowances, third-party brokerage fees, legal fees and architectural fees and improvement costs paid or to be paid in connection with such transaction transaction, reasonable marketing costs and, in the case of any sublease, any actual costs incurred by T▇▇▇▇▇ Tenant in connection with such sublease, including separately demising and improving the sublet space (collectively, “Transaction Costs”), together with a list of all of Tenant’s Property to be transferred to such Transferee; provided, however, that Transaction Costs shall not include any rent paid by Tenant to Landlord, including with respect to the period Tenant is marketing the Premises or any portion thereof for sublease. The Transaction Costs shall be amortized, on a straight-line basis, over the term of any sublease. Tenant shall deliver to Landlord evidence of the payment of such Transaction Costs promptly after the same are paid. In consideration of such assignment or subletting, Tenant shall pay to Landlord: : (a) In the case of an assignment, on the effective date of the assignment, fifty percent (50%) of all sums and other consideration paid to Tenant by the Transferee for or by reason of such assignment (including key money, bonus money, and any sums paid for services rendered by Tenant to the Transferee in excess of fair market value for such services and sums paid for the sale or rental of Tenant’s Property, less the then fair market or rental value thereof, as reasonably determined by Landlord) after first deducting the Transaction Costs; or or (b) In the case of a sublease, fifty percent (50%) of any consideration payable under the sublease to Tenant by the Transferee which exceeds on a per square foot basis the Base Rent Fixed Rent, Tenant’s Tax Payment and Additional Rent Tenant’s Operating Payment accruing during the term of the sublease in respect of the sublet space (together with any sums paid for services rendered by Tenant to the Transferee in excess of fair market value for such services and sums paid for the sale or rental of Tenant’s Property, less the then fair market or rental value thereof, as reasonably determined by Landlord) after first deducting the monthly amortized amount of Transaction Costs. The sums payable under this clause shall be paid by Tenant to Landlord monthly as and when paid by the subtenant to Tenant. The amount payable under this Section 13.7 with respect to any particular Transfer is sometimes referred to herein as the “Transfer Premium.” 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 understated, such event shall, at Landlord’s option, be deemed to be an uncurable Event of Default (as such term is defined in Section 15.1 below) and Tenant shall, within thirty (30) days after demand, pay the deficiency, and if understated by more than two percent (2%), Tenant shall pay Landlord’s costs of such audit.

Profits. If T▇▇▇▇▇ enters Tenant shall enter into any assignment or sublease permitted hereunder or consented to by Landlord (excepting only assignments or subleases pursuant to Section 9.5)Landlord, Tenant shall, within sixty one hundred twenty (60120) days of L▇▇▇▇▇▇▇after Landlord’s consent to such assignment or subleasesublease (or thirty (30) days after Tenant’s incurring of same if later), deliver to Landlord a complete list of Tenant’s reasonable tenant improvement allowances, third-party brokerage fees, legal fees and architectural fees Transaction Costs (as hereinafter defined) paid or to be paid in connection with such transaction and, in the case of any sublease, any actual costs incurred by T▇▇▇▇▇ in separately demising and improving the sublet space (collectively, “Transaction Costs”)transaction, together with a list of all of Tenant’s Property personal property to be transferred to such Transferee. The Transaction Costs shall be amortized, on a straight-line basis, over the term of any subleaseassignee or sublessee. Tenant shall deliver to Landlord evidence of the payment of such Transaction Costs fees promptly after the same are paid. In consideration of such assignment or subletting, Tenant shall pay to Landlord: : (a) In in the case of an assignmentassignment of this Lease, on the effective date of the assignment, an amount equal to fifty percent (50%) of all sums and other consideration paid to Tenant by the Transferee assignee for or by reason of such assignment of this Lease only (including sums paid and excluding any consideration for Tenant’s personal property and the sale or rental value of Tenant’s Property, less the then fair market or rental value thereof, as reasonably determined by Landlordbusiness) after first deducting the customary transaction costs (collectively “Transaction Costs”), including, without limitation, Tenant’s reasonable third-party brokerage fees, legal fees and expenses, advertising costs, marketing downtime free rent amounts, architectural fees, subtenant improvement costs, and Landlord Consent Costs in connection with such assignment; or or (b) In in the case of a sublease, fifty percent (50%) of any consideration payable under the sublease to Tenant by the Transferee which subtenant that exceeds on a per square foot basis the Base Rent and Additional Annual Fixed Rent accruing during the term of the sublease in respect of the sublet subleased space (together with any sums paid for the sale or rental of Tenant’s Property, less the then fair market or rental value thereof, as reasonably determined by Landlord) after first deducting the monthly amortized amount of Tenant’s Transaction CostsCosts in connection with such sublease. The sums payable under this clause shall be paid by Tenant to Landlord monthly as and when after recovery by Tenant of the foregoing costs, within thirty (30) days after rent is paid by the subtenant to Tenant.

Profits. If T▇▇▇▇▇ enters into any assignment or sublease permitted hereunder or consented Landlord consents to by Landlord (excepting only assignments or subleases pursuant to Section 9.5)a Transfer, Tenant shall, within sixty (60) days of L▇▇▇▇▇▇▇’s consent to such assignment or sublease, deliver to Landlord as a list of Tenant’s reasonable tenant improvement allowances, third-party brokerage fees, legal fees and architectural fees paid or to be paid in connection with such transaction and, in condition thereto which the case of any sublease, any actual costs incurred by T▇▇▇▇▇ in separately demising and improving the sublet space (collectively, “Transaction Costs”), together with a list of all of Tenant’s Property to be transferred to such Transferee. The Transaction Costs shall be amortized, on a straight-line basis, over the term of any sublease. Tenant shall deliver to Landlord evidence of the payment of such Transaction Costs promptly after the same are paid. In consideration of such assignment or sublettingparties hereby agree is reasonable, Tenant shall pay to Landlord: (a) In the case of an assignment, on the effective date of the assignment, all sums and other consideration paid to Tenant by the Transferee for or by reason of such assignment (including sums paid for the sale or rental of Tenant’s Property, less the then fair market or rental value thereof, as reasonably determined by Landlord) after first deducting the Transaction Costs; or (b) In the case of a sublease, Landlord fifty percent (50%) of any "Profits," as that term is defined in this Section 14.3, received by Tenant from the Transferee. "Profits" shall mean all rent, additional rent or other consideration payable under the sublease to Tenant by the Transferee which exceeds on a per square foot basis less Transfer Expenses (as hereinafter defined). "Profits" shall also include, but not be limited to, key money and bonus money paid by the Base Rent Transferee to Tenant in connection with such Transfer, and Additional Rent accruing any payment in excess of fair market value for services rendered by Tenant to the Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to the Transferee in connection with such Transfer. As used herein, "Transfer Expenses" shall mean (a) the gross revenue payable to Landlord by Tenant during the term period of the sublease in term or during the assignment with respect to the space that is the subject of the sublet space Transfer (together with the "Transferred Space"); (b) the gross revenue as to the Transferred Space paid to Landlord by Tenant for all days the Transferred Space was vacated from the date Tenant has actually vacated the Transferred Space; (c) any sums paid for the sale improvement allowance or rental of Tenant’s Propertyother economic concession (planning allowance, less the then fair market or rental value thereofmoving expenses, as reasonably determined by Landlord) after first deducting the monthly amortized amount of Transaction Costs. The sums payable under this clause shall be etc.), paid by Tenant to the Transferee; (d) customary brokers' commissions; (e) reasonable attorneys' fees; (f) lease takeover payments; (g) costs of advertising the space for sublease or assignment; and (h) any other reasonable, customary costs actually paid in assigning or subletting the Transferred Space or in negotiating or effectuating the assignment or sublease; provided, however, under no circumstance shall Landlord monthly be paid any Profits until Tenant has recovered all the items set forth in subparts (a) through (h) for such Transferred Space, it being understood that if in any year the gross revenues, less the deductions set forth in subparts (a) through (h) above (the "Net Revenues"), are less than any and all costs actually paid in assigning or subletting the affected space (collectively "Transaction Costs"), the amount of the excess Transaction Costs shall be carried over to the next year and then deducted from Net Revenues with the procedure repeated until a Profit is achieved. In the event of an assignment in connection with which there are Profits, then as and when long as Landlord shall be entitled to receive a portion of the Profits, the payment of Rents shall be paid by the subtenant to Tenant; provided, however, that Tenant shall upon request by Landlord, provide Landlord with an assignment of all Rents in excess of the amount of Profits Tenant is entitled to retain and shall execute any documents reasonably requested by Landlord to effectuate such assignment.

Profits. If T▇▇▇▇▇ enters Tenant shall enter into any assignment or sublease permitted hereunder or consented to by Landlord (excepting only assignments or subleases pursuant to Section 9.5)Landlord, Tenant shall, within sixty (60) days of L▇▇▇▇▇▇▇after Landlord’s consent to such assignment or sublease, deliver to Landlord a complete list of Tenant’s reasonable tenant improvement allowances, third-party brokerage fees, legal fees and architectural fees paid or to be paid in connection with such transaction and, in the case of any sublease, any actual costs incurred by T▇▇▇▇▇ in separately demising and improving the sublet space (collectively, “Transaction Costs”)transaction, together with a list of all of Tenant’s Property personal property to be transferred to such Transferee. The Transaction Costs shall be amortized, on a straight-line basis, over the term of any subleaseassignee or sublessee. Tenant shall deliver to Landlord evidence of the payment of such Transaction Costs fees promptly after the same are paid. In consideration of such assignment or subletting, Tenant shall pay to Landlord: : (a) In the case of an assignmentassignment of this Lease, on the effective date of the assignment, an amount equal to 50% of all sums and other consideration paid to Tenant by the Transferee assignee for or by reason of such assignment (including sums paid for the sale or rental of Tenant’s Property, less the then fair market or rental value thereofpersonal property and any Personal Property Sale Proceeds, as reasonably determined by Landlorddefined below) after first deducting the Transaction CostsTenant’s reasonable third-party brokerage fees, legal fees and architectural fees in connection with such assignment; or or (b) In in the case of a sublease, fifty percent 50% of the excess of (50%i) of any consideration the rent and other sums payable under the sublease to Tenant by the Transferee which exceeds on a per square foot basis the Base Rent and Additional Rent accruing during the term of the sublease in respect of the sublet space subtenant (together with any sums paid for the sale or rental of Tenant’s Property, less the then fair market or rental value thereofpersonal property and any Personal Property Sale Proceeds, as reasonably determined by Landlorddefined below) after first deducting over the monthly Base Rent and other sums payable under this Lease (appropriately pro-rated for any sublease of less than the entire Premises) and Tenant’s reasonable third-party brokerage fees, legal fees and architectural fees in connection with such sublease amortized amount ratably over the term of Transaction Costssuch sublease. The sums payable under this clause shall be paid by Tenant to Landlord monthly as and when paid by the subtenant to Tenant.

Profits. If T▇▇▇▇▇ Tenant enters into any assignment or sublease permitted hereunder or consented to by Landlord (excepting only assignments or subleases pursuant to Section 9.5)Landlord, Tenant shall, within sixty (60) 60 days of L▇▇▇▇▇▇▇Landlord’s consent to such assignment or sublease, deliver to Landlord a list of Tenant’s reasonable tenant improvement allowances, third-party brokerage fees, legal fees and architectural fees paid or to be paid in connection with such transaction and, in the case of any sublease, and any actual costs incurred by T▇▇▇▇▇ Tenant in separately demising and improving the sublet subleased space (collectively, “Transaction Costs”), together with a list of all of Tenant’s Property to be transferred to such Transferee. The Transaction Costs shall be amortized, on a straight-line basis, over the term of any sublease. Tenant shall deliver to Landlord evidence of the payment of such Transaction Costs promptly after the same are paid. In consideration of such assignment or subletting, Tenant shall pay to Landlord: : (a) In the case of an assignment, on the effective date of the assignment, 50% of all sums and other consideration paid to Tenant by the Transferee for or by reason of such assignment (including sums paid for the sale or rental of Tenant’s Property, less less, the then fair market or rental value thereof, as reasonably determined by Landlord) after first deducting the Transaction Costs; or or (b) In the case of a sublease, fifty percent (50%) % of any consideration payable under the sublease to Tenant by the Transferee which exceeds on a per square foot basis the Base Fixed Rent and Additional Rent accruing during the term of the sublease in respect of the sublet subleased space (together with any sums paid for the sale or rental of Tenant’s Property, less less, the then fair market or rental value thereof, as reasonably determined by Landlord) after first deducting the monthly amortized amount of Transaction Costs. The sums payable under this clause shall be paid by Tenant to Landlord monthly as and when paid by the subtenant to Tenant.

Profits. If T▇▇▇▇▇ enters into Except for any assignment or sublease permitted hereunder or consented to by Landlord (excepting only assignments or subleases pursuant to Permitted Transfer for which this Section 9.5)13.6 shall not apply, Tenant shallif Tenant, within sixty (60) days of L▇▇▇▇▇▇▇having first obtained Landlord’s consent to such assignment any sublease or subleaseassignment, deliver or if Tenant or a trustee in bankruptcy for Tenant pursuant to the Bankruptcy Code, assigns this Lease or sublets the Premises, or any part thereof, at a rental or for other consideration in excess of the Rent or pro rata portion thereof due and payable by Tenant under this Lease, then Tenant shall pay to Landlord a list as additional Rent 50% of any such excess rent or other monetary consideration payable solely with respect to the applicable portion of Tenant’s leasehold estate in Premises (after deducting therefrom reasonable and customary real estate brokerage commissions actually paid by Tenant to unaffiliated third parties, tenant improvement allowances, third-party brokerage rent concessions, the actual cost of improvements to the Premises made by Tenant for the transferee, legal fees, legal fees marketing expenses, and architectural fees other direct out-of-pocket costs actually paid or to be paid by Tenant in connection with the transfer (as long as the costs are commercially reasonable and are commonly incurred by landlords in leasing similar space and Tenant promptly provides to Landlord an itemization of charges and reasonable supporting documentation evidencing such transaction anddeductions)) within ten (10) days after receipt under any such assignment or, in the case of any sublease, any actual costs incurred by T▇▇▇▇▇ in separately demising and improving the sublet space (collectively, “Transaction Costs”), together with a list of all of Tenant’s Property to be transferred to such Transferee. The Transaction Costs shall be amortized, on a straight-line basis, over the term of any sublease. Tenant shall deliver to Landlord evidence of the payment of such Transaction Costs promptly after the same are paid. In consideration of such assignment or subletting, Tenant shall pay to Landlord: (a) In the case of an assignment, on the effective date of the assignment, all sums and other consideration paid to Tenant by the Transferee for or by reason of such assignment (including sums paid for the sale or rental of Tenant’s Property, less the then fair market or rental value thereof, as reasonably determined by Landlord) after first deducting the Transaction Costs; or (b) In the case of a sublease, fifty percent (50%a) within ten (10) days after receipt of any consideration payable under the sublease to Tenant by the Transferee which exceeds on a per square foot basis the Base Rent and Additional Rent accruing same each month during the term of any sublease, the sublease in respect excess of all rent and other consideration due from the subtenant for such month over the Rent then payable to Landlord pursuant to the provisions of this Lease for said month (or, if only a portion of the sublet Premises is being sublet, the excess of all rent and other consideration due from the subtenant for such month over the portion of the Rent then payable to Landlord pursuant to the provisions of this Lease for said month which is allocable on a square footage basis to the space sublet) and (together with any sums paid for the sale or rental of Tenant’s Property, less the then fair market or rental value b) immediately upon receipt thereof, as reasonably determined by Landlord) after first deducting the monthly amortized amount of Transaction Costs. The sums payable under this clause shall be paid any other consideration realized by Tenant to from such subletting; it being agreed, however, that Landlord monthly as and when paid by shall not be responsible for any deficiency if Tenant assigns this Lease or sublets the subtenant to TenantPremises or any part thereof at a rental less than that provided for herein.

Profits. If T▇▇▇▇▇ Tenant enters into any assignment or sublease permitted hereunder or consented to by Landlord (excepting only assignments or subleases pursuant to Section 9.5), Tenant shall, within sixty (60) days of L▇▇▇▇▇▇▇’s Landlord's consent to such assignment or sublease, deliver to Landlord a list of Tenant’s 's reasonable tenant improvement allowances, third-party brokerage fees, legal fees and architectural fees paid or to be paid in connection with such transaction and, in the case of any sublease, any actual costs incurred by T▇▇▇▇▇ Tenant in separately demising and improving the sublet space (collectively, “"Transaction Costs”"), together with a list of all of Tenant’s 's Property to be transferred to such Transferee. The Transaction Costs shall be amortized, on a straight-line basis, over the term of any sublease. Tenant shall deliver to Landlord evidence of the payment of such Transaction Costs promptly after the same are paid. In consideration of such assignment or subletting, Tenant shall pay to Landlord: (a) In the case of an assignment, on the effective date of the assignment, all sums and other consideration paid to Tenant by the Transferee for or by reason of such assignment (including sums paid for the sale or rental of Tenant’s 's Property, less the then fair market or rental value thereof, as reasonably determined by Landlord) after first deducting the Transaction Costs; or (b) In the case of a sublease, fifty percent (50%) of any consideration payable under the sublease to Tenant by the Transferee which exceeds on a per square foot basis the Base Rent and Additional Rent accruing during the term of the sublease in respect of the sublet space (together with any sums paid for the sale or rental of Tenant’s 's Property, less the then fair market or rental value thereof, as reasonably determined by Landlord) after first deducting the monthly amortized amount of Transaction Costs. The sums payable under this clause shall be paid by Tenant to Landlord monthly as and when paid by the subtenant to Tenant.

Profits. If T▇▇▇▇▇ Tenant enters into any assignment or sublease permitted hereunder or consented to by Landlord (excepting only assignments or subleases pursuant to Section 9.5)Landlord, Tenant shall, within sixty (60) 60 days of L▇▇▇▇▇▇▇Landlord’s consent to such assignment or sublease (or if such assignment or sublease is permitted hereunder without Landlord’s prior consent, within 60 days of the effective date of such assignment or sublease), deliver to Landlord a list of Tenant’s reasonable tenant improvement allowances, third-party brokerage fees, legal fees and architectural fees paid or to be paid in connection with such transaction andtransaction, and the amount of any tenant improvement allowances, leasing commissions, free rent and other reasonable concessions as may be granted by Tenant, and in the case of any sublease, any actual costs incurred by T▇▇▇▇▇ Tenant in separately demising and improving the sublet space (collectively, “Transaction Costs”), together with a list of all of Tenant’s Property to be transferred to such Transferee. The ; provided, however, that Transaction Costs shall be amortizednot include any rent paid by Tenant to Landlord, on a straight-line basis, over including with respect to the term of period Tenant is marketing the Premises or any portion thereof for sublease. Tenant shall deliver to Landlord evidence of the payment of such Transaction Costs promptly after the same are paid. In consideration of such assignment or subletting, Tenant shall pay to Landlord: : (a) In the case of an assignment, on the effective date of the assignment, 50% of all sums and other consideration paid to Tenant by the Transferee for or by reason of such assignment (including key money, bonus money and any sums paid for services rendered by Tenant to the Transferee in excess of fair market value for such services and sums paid for the sale or rental of Tenant’s Property, less the then fair market or rental value thereof, as reasonably determined by Landlord) after first deducting the Transaction Costs; or or (b) In the case of a sublease, fifty percent (50%) % of any consideration payable under the sublease to Tenant by the Transferee which exceeds on a per square foot basis the Base Rent and Additional Fixed Rent accruing during the term of the sublease in respect of the sublet space (together with any sums paid for services rendered by Tenant to the Transferee in excess of fair market value for such services and sums paid for the sale or rental of Tenant’s Property, less the then fair market or rental value thereof, as reasonably determined by Landlord) after first deducting the monthly amortized amount of Transaction Costs. The sums payable under this clause shall be paid by Tenant to Landlord monthly as and when paid by the subtenant to Tenant. The amount payable under this Section 13.7 with respect to any particular Transfer is sometimes referred to herein as the “Transfer Premium.” 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.

Profits. If T▇▇▇▇▇ enters Tenant shall enter into any assignment or sublease permitted hereunder or consented to by Landlord (excepting only assignments or subleases pursuant to Section 9.5)Landlord, Tenant shall, within sixty (60) 60 days of L▇▇▇▇▇▇▇’s after Landlord's consent to such assignment or sublease, deliver to Landlord a complete list of Tenant’s 's reasonable tenant improvement allowances, third-party brokerage fees, legal fees and architectural fees paid or to be paid in connection with such transaction and, in the case of any sublease, any actual costs incurred by T▇▇▇▇▇ in separately demising and improving the sublet space (collectively, “Transaction Costs”)transaction, together with a list of all of Tenant’s 's Property to be transferred to such Transferee. The Transaction Costs shall be amortized, on a straight-line basis, over the term of any subleaseassignee or sublessee. Tenant shall deliver to Landlord evidence of the payment of such Transaction Costs fees promptly after the same are paid. In consideration of such assignment or subletting, Tenant shall pay to Landlord: : (a) In the case of an assignment, on the effective date of the assignment, an amount equal to 50% of all sums and other consideration paid to Tenant by the Transferee assignee for or by reason of such assignment (including sums paid for the sale or rental of Tenant’s 's Property), less (i) in the case of a sale of Tenant's Property, less the then fair market or rental value thereof, as reasonably determined by Landlord, (ii) after first deducting the Transaction Costsreasonable out-of-pocket costs and expenses incurred by Tenant in connection with said assignment such as brokerage fees, legal fees, architectural fees and advertising fees paid to unrelated third parties, and (iii) costs approved in advance by Landlord incurred by Tenant for Alterations made solely to prepare the Premises or portions thereof for such assignment; or or (b) In the case of a sublease, fifty percent (50%) % of any consideration payable under the sublease to Tenant by the Transferee subtenant which exceeds exceeds, on a per square foot basis the Base basis, Fixed Rent and Additional Rent accruing during the term of the sublease in respect of the sublet subleased space (together with any sums paid for the sale or rental of Tenant’s 's Property), less (i) in the case of the sale of Tenant's Property, less the then fair market or rental value thereof, as reasonably determined by Landlord, (ii) after first deducting the monthly amortized amount reasonable out-of-pocket costs and expenses incurred by Tenant in connection with said sublease, such as brokerage fees, legal fees, architectural fees and advertising fees paid to unrelated third parties, (iii) costs approved in advance by Landlord incurred by Tenant for Alterations made solely to prepare the Premises or portion thereof for such subletting, and (iv) if such sublease is of Transaction Costsless than the entire Premises, the actual cost incurred by Tenant in separately demising the subleased space. The sums payable under this clause shall be paid by Tenant to Landlord monthly as and when paid by the subtenant to Tenant.

Profits. If T▇▇▇▇▇ Tenant enters into any assignment or sublease permitted hereunder or consented to by Landlord (excepting only assignments or subleases pursuant to Section 9.5)Landlord, Tenant shall, within sixty (60) 60 days of L▇▇▇▇▇▇▇’s Landlord's consent to such assignment or sublease, deliver to Landlord a list of Tenant’s 's reasonable tenant improvement allowances, third-party brokerage fees, legal fees and architectural fees paid or to be paid in connection with such transaction and, in the case of any sublease, and any actual costs incurred by T▇▇▇▇▇ Tenant in separately demising and improving the sublet subleased space (collectively, “"Transaction Costs”"), together with a list of all of Tenant’s 's Property to be transferred to such Transferee. The Transaction Costs shall be amortized, on a straight-line basis, over the term of any sublease. Tenant shall deliver to Landlord evidence of the payment of such Transaction Costs promptly after the same are paid. In consideration of such assignment or subletting, Tenant shall pay to Landlord: : (a) In the case of an assignment, on the effective date as and when paid, 50% of the assignment, all sums and other consideration paid to Tenant by the Transferee for or by reason of such assignment attributable to Tenant's interest under this Lease (including sums paid for the sale or rental of Tenant’s 's Property, less less, in the case of a sale thereof, the then fair market or rental value thereof, as reasonably determined by Landlord) after first deducting the Transaction Costs; or or (b) In the case of a sublease, fifty percent (50%) % of any consideration payable under the sublease to Tenant by the Transferee which exceeds on a per square foot basis the Base Rent and Additional Fixed Rent accruing during the term of the sublease in respect of the sublet subleased space (together with any sums paid for the sale or rental of Tenant’s 's Property, less less, in the case of the sale thereof, the then fair market or rental value thereof, as reasonably determined by Landlord) after first deducting the monthly amortized amount of Transaction Costs. The sums payable under this clause shall be paid by Tenant to Landlord monthly as and when paid by the subtenant to Tenant.

Profits. If T▇▇▇▇▇ Tenant enters into any assignment or sublease permitted hereunder or consented to by Landlord (excepting only assignments or subleases pursuant to Section 9.5)Landlord, Tenant shall, within sixty (60) 60 days of L▇▇▇▇▇▇▇’s Landlord's consent to such assignment or sublease, deliver to Landlord a list of Tenant’s 's reasonable tenant improvement allowances, third-party brokerage fees, legal fees and architectural fees paid or to be paid in connection with such transaction and, in the case of any sublease, and any actual costs incurred by T▇▇▇▇▇ Tenant in separately demising and otherwise improving for the sublet transferee the subleased space (collectively, “"Transaction Costs”"), together with a list of all of Tenant’s 's Property to be transferred to such Transferee. The Transaction Costs shall be amortized, on a straight-line basis, over the term of any sublease. Tenant shall deliver to Landlord evidence of the payment of such Transaction Costs promptly after the same are paid. In consideration of such assignment or subletting, Tenant shall pay to Landlord: : (a) In the case of an assignment, on the effective date of the assignment, 50% of all sums and other consideration paid to Tenant by the Transferee for or by reason of such assignment (including sums paid for the sale or rental of Tenant’s 's Property, less less, in the case of a sale thereof, the then fair market value, or in the case of the rental thereof, the then fair rental value thereof, as reasonably determined by Landlord) after first deducting the Transaction Costs; or or (b) In the case of a sublease, fifty percent (50%) % of any consideration payable under the sublease to Tenant by the Transferee which exceeds on a per square foot basis the Base Rent and Additional Fixed Rent accruing during the term of the sublease in respect of the sublet subleased space (together with any sums paid for the sale or rental of Tenant’s 's Property, less less, in the case of the sale thereof, the then fair market value, or in the case of the rental thereof, the then fair rental value thereof, as reasonably determined by Landlord) after first deducting the monthly amortized amount of Transaction Costs. The sums payable under this clause shall be paid by Tenant to Landlord monthly as and when paid by the subtenant to Tenant.

Profits. If T▇▇▇▇▇ enters Tenant shall enter into any assignment or sublease permitted hereunder or and/or consented to by Landlord (excepting only assignments or subleases pursuant to Section 9.5)Landlord, Tenant shall, within sixty (60) days of L▇▇▇▇▇▇▇’s consent to such assignment or subleasein consideration therefor, deliver to Landlord a list of Tenant’s reasonable tenant improvement allowances, third-party brokerage fees, legal fees and architectural fees paid or to be paid in connection with such transaction and, in the case of any sublease, any actual costs incurred by T▇▇▇▇▇ in separately demising and improving the sublet space (collectively, “Transaction Costs”), together with a list of all of Tenant’s Property to be transferred to such Transferee. The Transaction Costs shall be amortized, on a straight-line basis, over the term of any sublease. Tenant shall deliver to Landlord evidence of the payment of such Transaction Costs promptly after the same are paid. In consideration of such assignment or subletting, Tenant shall pay to Landlord: : (a) In the case of an assignment, on the effective date of the assignment, an amount equal to 50 percent of all sums and other consideration considerations paid to Tenant by the Transferee assignee for or by reason of such assignment (including sums paid for the sale or rental of Tenant’s 's Property, less the then fair market or rental value thereof, as reasonably determined by Landlord) after first deducting (i) Tenant's reasonable brokerage fees, legal expenses and architectural fees in connection with such transaction, (ii) the Transaction Costs; costs, if any, incurred by Tenant in preparing the assigned space for occupancy, (iii) in the event of the sale of Tenant's Property, the then unamortized or undepreciated cost thereof and the unamortized or undepreciated cost of any Tenant's Property assigned to such assignee in each ease determined on the basis of Tenant's federal income tax returns, (iv) any construction allowance provided to the assignee under the assignment, and (v) the unamortized cost of any leasehold improvements made by Tenant to the Premises at Tenant's expense (i.e., in excess of amounts funded by Landlord pursuant to Section 4.2 or performed and funded by Landlord pursuant to Section 5.9). (b) In the case of a sublease, fifty 50 percent (50%) of any consideration payable under the sublease to Tenant by the Transferee subtenant which exceeds on a per square foot basis the Base Fixed Rent and Additional Rent accruing during the term of the sublease in respect of the sublet subleased space (together with any sums paid for the sale or rental of Tenant’s Property, less the then fair market or rental value thereof, as reasonably determined by Landlord's property) after first deducting (i) Tenant's reasonable brokerage fees, reasonable legal expenses and reasonable architectural fees in connection with such transaction, (ii) the monthly costs, if any, incurred by Tenant in preparing the sublease space for occupancy, including the cost of physically separating the sublet area from the remainder of the Premises, (iii) in the event of the sale of Tenant's Property, the then unamortized or undepreciated cost thereof and the unamortized or undepreciated cost of any Tenant's Property subleased to and used by such subtenant, in each case determined on the basis of Tenant's federal income tax returns, (iv) any Rent concession or construction allowance provided to the subtenant under the sublease amortized amount on a straight line basis over the term of Transaction Costssuch sublease, and (v) the unamortized cost of any leasehold improvements made by Tenant to the Premises at Tenant's expense (i.e., in excess of amounts funded by Landlord pursuant to Section 4.2 or performed and funded by Landlord pursuant to Section 5.9), amortized on a straight line basis over the balance of the then Term of this Lease. The sums payable under this clause shall be paid by Tenant to Landlord monthly as and when paid by the subtenant to Tenant.

Profits. If T▇▇▇▇▇ Tenant enters into any assignment or sublease permitted hereunder or consented to by Landlord (excepting only assignments or subleases pursuant to Section 9.5)Landlord, Tenant shall, within sixty (60) 60 days of L▇▇▇▇▇▇▇Landlord’s consent to such assignment or sublease (or if such assignment or sublease is permitted hereunder without Landlord’s prior consent, within 60 days of the effective date of such assignment or sublease), deliver to Landlord a list of Tenant’s reasonable tenant improvement allowances, third-party brokerage fees, legal fees and architectural fees paid or to be paid in connection with such transaction and, in the case of any sublease, any actual costs incurred by T▇▇▇▇▇ Tenant in separately demising and improving the sublet space (collectively, “Transaction Costs”), together with a list of all of Tenant’s Property to be transferred to such Transferee. The Transaction Costs shall be amortized, on a straight-line basis, over the term of any sublease. Tenant shall deliver to Landlord evidence of the payment of such Transaction Costs promptly after the same are paid. In consideration of such assignment or subletting, Tenant shall pay to Landlord: : (a) In the case of an assignment, on the effective date of the assignment, 50% of all sums and other consideration paid to Tenant by the Transferee for or by reason of such assignment (including key money, bonus money and any sums paid for services rendered by Tenant to the Transferee in excess of fair market value for such services and sums paid for the sale or rental of Tenant’s Property, less the then fair market or rental value thereof, as reasonably determined by Landlord) after first deducting the Transaction Costs; or or (b) In the case of a sublease, fifty percent (50%) % of any consideration payable under the sublease to Tenant by the Transferee which exceeds on a per square foot basis the Base Rent Fixed Rent, Tenant’s Tax Payment and Additional Rent Tenant’s Operating Payment accruing during the term of the sublease in respect of the sublet space (together with any sums paid for services rendered by Tenant to the Transferee in excess of fair market value for such services and sums paid for the sale or rental of Tenant’s Property, less the then fair market or rental value thereof, as reasonably determined by Landlord) after first deducting the monthly amortized amount of Transaction Costs. The sums payable under this clause shall be paid by Tenant to Landlord monthly as and when paid by the subtenant to Tenant. The amount payable under this Section 13.7 with respect to any particular Transfer is sometimes referred to herein as the “Transfer Premium.” 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 understated, such event shall, at Landlord’s option, be deemed to be an Event of Default (as such term is defined in Section 15.1 below) and Tenant shall, within thirty (30) days after demand, pay the deficiency, and if understated by more than two percent (2%), Tenant shall pay Landlord’s costs of such audit.

Profits. If T▇▇▇▇▇▇ enters into any assignment or sublease permitted hereunder or consented to by Landlord (excepting only assignments or subleases pursuant to Section 9.5)Landlord, Tenant shall, within sixty (60) 60 days of L▇▇▇▇▇▇▇Landlord’s consent to such assignment or sublease, deliver to Landlord a list of Tenant’s reasonable tenant improvement allowances, third-third- party brokerage fees, legal fees and architectural fees paid or to be paid in connection with such transaction and, in the case of any sublease, any actual costs incurred by T▇▇▇▇▇▇ in separately demising and improving the sublet space and any free rent and all amounts paid by Tenant in making Alterations to effectuate such sublease or provided by Tenant as a work allowance therefor (collectively, “Transaction Costs”), together with a list of all of Tenant’s Property to be transferred to such Transferee. The Transaction Costs shall be amortized, on a straight-line basis, over the term of any sublease. Tenant shall deliver to Landlord evidence of documentation demonstrating the payment of such any Transaction Costs promptly within 30 days after the same are paidpaid (and if Tenant shall fail to do so, no such fees or costs for which Tenant shall have failed to provide such documentation demonstrating of payment shall qualify as Transaction Costs). In consideration of such assignment or subletting, Tenant shall pay to Landlord: : (a) In the case of an assignment, on the effective date of the assignment, 50% of all sums and other consideration paid to Tenant by the Transferee for or by reason of such assignment (including key money, bonus money and any sums paid for services rendered by Tenant to the Transferee in excess of the fair market value for such services and sums paid for the sale or rental of Tenant’s Property, less the then fair market or rental value thereof, as reasonably determined by Landlorddetermined) after first deducting the Transaction Costs; or or (b) In the case of a sublease, fifty percent (50%) % of any consideration payable under the sublease to Tenant by the Transferee which exceeds on a per square foot basis the Base Fixed Rent and Additional Rent accruing during the term of the sublease in respect of the sublet space (together with any sums paid for services rendered by Tenant to the Transferee in excess of the fair market value for such services and sums paid for the sale or rental of Tenant’s Property, less the then fair market or rental value thereof, as reasonably determined by Landlorddetermined) after first deducting the monthly amortized amount of Transaction Costs. The sums payable under this clause shall be paid by Tenant to Landlord monthly as and when paid by the subtenant to Tenant. The amount payable under this Section 13.7 with respect to any particular Transfer is sometimes referred to herein as the “Transfer Premium.” 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 understated, Tenant shall, within 30 days after demand, pay the deficiency, and if understated by more than 5%, Landlord’s costs of such audit.

Profits. If T▇▇▇▇▇ Tenant enters into any assignment or sublease permitted hereunder or consented to by Landlord (excepting only assignments or subleases pursuant to Section 9.5)Landlord, Tenant shall, within sixty (60) 60 days of L▇▇▇▇▇▇▇’s Landlord's consent to such assignment or sublease, deliver to Landlord a list of Tenant’s 's reasonable tenant improvement allowances, third-party brokerage fees, legal fees and architectural fees paid or to be paid in connection with such transaction and, in the case of any sublease, and any actual costs incurred by T▇▇▇▇▇ Tenant in separately demising and improving the sublet subleased space (collectively, “Transaction Costs”"TRANSACTION COSTS"), together with a list of all of Tenant’s 's Property to be transferred to such Transferee. The Transaction Costs shall be amortized, on a straight-line basis, over the term of any sublease. Tenant shall deliver to Landlord evidence of the payment of such Transaction Costs promptly after the same are paid. In consideration of such assignment or subletting, Tenant shall pay to Landlord: : (a) In the case of an assignment, on the effective date as and when paid, 50% of the assignment, all sums and other consideration paid to Tenant by the Transferee for or by reason of such assignment (including sums paid for the sale or rental of Tenant’s 's Property, less less, in the case of a sale thereof, the then fair market or rental value thereof, as reasonably determined by Landlord) after first deducting the Transaction Costs; or or (b) In the case of a sublease, fifty percent (50%) % of any consideration payable under the sublease to Tenant by the Transferee which exceeds on a per square foot basis the Base Rent and Additional Fixed Rent accruing during the term of the sublease in respect of the sublet subleased space (together with any sums paid for the sale or rental of Tenant’s 's Property, less less, in the case of the sale thereof, the then fair market or rental value thereof, as reasonably determined by Landlord) after first deducting the monthly amortized amount of Transaction Costs. The sums payable under this clause shall be paid by Tenant to Landlord monthly as and when paid by the subtenant to Tenant.

Profits. (a) If T▇▇▇▇▇ Tenant enters into any assignment or sublease permitted hereunder or consented to by Landlord (excepting only assignments or subleases pursuant to Section 9.5)Landlord, and except as otherwise provided herein, Tenant shall, within sixty (60) days of L▇▇▇▇▇▇▇’s consent to the effective date of such assignment or sublease, deliver to Landlord a list of Tenant’s reasonable tenant improvement allowancesout-of-pocket expenses of such transaction including, third-party without limitation, brokerage fees, legal fees and fees, architectural fees paid or to be paid in connection with such transaction, free rent, work performed or to be performed or work allowances provided to any such subtenant or assignee or any other reasonable and actual cost or expense of such transaction and, including in the case of any sublease, any actual costs incurred by T▇▇▇▇▇ Tenant in separately demising and improving the sublet space (collectively, “Transaction Costs”), together with a list of all of Tenant’s Property (if any) to be transferred to such Transfereeassignee or subtenant. The Transaction Costs shall be amortized, on a straight-straight line basis, over the term of any sublease. Tenant shall endeavor to deliver to Landlord evidence of the payment of such any Transaction Costs promptly within thirty (30) days after the same are paid. In consideration of such assignment or subletting, Tenant shall pay to Landlord: (ai) In the case of an assignment, on the effective date within ten (10) days receipt by Tenant, 50% of the assignment, all sums and other consideration paid to Tenant by the Transferee assignee for or by reason of such assignment (including key money, bonus money and any sums paid for services rendered by Tenant to the assignee in excess of the reasonable fair market value for such services and sums paid for the sale or rental of Tenant’s Property, less minus the then reasonable fair market or rental value thereof, as reasonably determined by Landlord) after first deducting the Transaction Costs; or (b) In the case of a sublease, fifty percent (50%) of any consideration payable under the sublease to Tenant by the Transferee which exceeds on a per square foot basis the Base Rent and Additional Rent accruing during the term of the sublease in respect of the sublet space (together with any sums paid for the sale or rental of Tenant’s Property, less the then fair market or rental value thereof, as reasonably determined by Landlord) after first deducting the monthly amortized amount of Transaction Costs. The sums payable under this clause shall be paid by Tenant to Landlord monthly as and when paid by the subtenant to Tenant.DocuSign Envelope ID: 9A9C9B12-A895-460A-B922-02EA96CBF419888 F039-07D3 96C 95C7 5 F6CAE9878F

Profits. If T▇▇▇▇▇ Tenant enters into any assignment or sublease permitted hereunder or and consented to by Landlord (excepting only assignments or subleases pursuant to Section 9.5)Landlord, Tenant shall, within sixty (60) days of L▇▇▇▇▇▇▇Landlord’s consent to such assignment or subleasesublease (but not as to any assignment or subletting which does not require Landlord's consent under Section 13.8 below), deliver to Landlord a list of Tenant’s reasonable tenant improvement allowances, third-party brokerage feesfees and improvement costs, legal fees and architectural fees paid or to be paid in connection with such transaction transaction, reasonable marketing costs, rental abatement, and monetary concessions provided to Transferee and, any fees paid to Landlord and in the case of any sublease, any actual costs incurred by T▇▇▇▇▇ Tenant in connection with such sublease, including separately demising and improving the sublet space (collectively, “Transaction Costs”), together with a list of all of Tenant’s Property to be transferred to such Transferee; provided, however, that Transaction Costs shall not include any rent paid by Tenant to Landlord, including with respect to the period Tenant is marketing the Premises or any portion thereof for sublease. The Transaction Costs shall be amortized, on a straight-line basis, over the term of any sublease. Tenant shall deliver to Landlord evidence of the payment of such Transaction Costs promptly after the same are paid. In consideration of such assignment or subletting, Tenant shall pay to Landlord: : (a) In the case of an assignment, on the effective date of the assignment, fifty percent (50%) of all sums and other consideration paid to Tenant by the Transferee (as opposed to the sale of the business) for or by reason of such assignment (including excluding sums paid for the sale or rental of Tenant’s Property, less provided such sums paid for the then fair market sale or rental value thereof, as reasonably determined by Landlordof Tenant's Property are not a subterfuge to avoid Tenant's obligations hereunder) after first deducting the Transaction Costs; or or (b) In the case of a sublease, fifty percent (50%) of any consideration payable under the sublease to Tenant by the Transferee which exceeds on a per square foot basis the Base Rent Fixed Rent, Tenant's Tax Payment and Additional Rent Tenant's Operating Payment accruing during the term of the sublease in respect of the sublet space (together with any sums paid for services rendered by Tenant to the Transferee in excess of fair market value for such services and sums paid for the sale or rental of Tenant’s Property, less the then fair market or rental value thereof, as reasonably determined by Landlord) after first deducting the monthly amortized amount of Transaction Costs. The sums payable under this clause shall be paid by Tenant to Landlord monthly as and when paid by the subtenant to Tenant. The amount payable under this Section 13.7 with respect to any particular Transfer is sometimes referred to herein as the “Transfer Premium.” Landlord or its authorized representatives shall have the right at all reasonable times upon not less than thirty (30) days prior notice 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 understated, such event shall, at Landlord's option, be deemed to be an uncurable Event of Default (as such term is defined in Section 15.1 below) and Tenant shall, within thirty (30) days after demand, pay the deficiency, and if understated by more than five percent (5%), Tenant shall pay Landlord's costs of such audit.

Profits. If T▇▇▇▇▇ Tenant enters into any assignment or sublease permitted hereunder or consented to by Landlord (excepting only assignments or subleases pursuant to Section 9.5)Landlord, Tenant shall, within sixty (60) 90 days of L▇▇▇▇▇▇▇Landlord’s consent to such assignment or sublease, deliver to Landlord a list of Tenant’s reasonable tenant improvement allowances, third-party brokerage fees, legal fees and architectural fees paid or to be paid in connection with such transaction and, in the case of any sublease, any actual costs incurred by T▇▇▇▇▇ Tenant in separately demising and improving the sublet space and any free rent and all amounts paid by Tenant in making Alterations to effectuate such sublease or provided by Tenant as a work allowance therefor (collectively, “Transaction Costs”), together with a list of all of Tenant’s Property to be transferred to such Transferee. The Transaction Costs shall be amortized, on a straight-line basis, over the term of any sublease. Tenant shall deliver to Landlord evidence of the payment of such any Transaction Costs promptly within 30 days after the same are paidpaid (and if Tenant shall fail to do so, no such fees or costs for which Tenant shall have failed to provide evidence of payment shall qualify as Transaction Costs). In consideration of such assignment or subletting, Tenant shall pay to Landlord: : (a) In the case of an assignment, on the effective date of the assignment, 50% of all sums and other consideration paid to Tenant by the Transferee for or by reason of such assignment (including sums paid for the sale or rental of Tenant’s Property, less the then fair market or rental value thereof, as reasonably determined by Landlord) after first deducting the Transaction Costs; or or (b) In the case of a sublease, fifty percent (50%) % of any consideration payable under the sublease to Tenant by the Transferee which exceeds on a per square foot basis the Base Fixed Rent and Additional Rent accruing during the term of the sublease in respect of the sublet space (together with any sums paid for the sale or rental of Tenant’s Property, less the then fair market or rental value thereof, as reasonably determined by Landlord) after first deducting the monthly amortized amount of Transaction Costs. The sums payable under this clause shall be paid by Tenant to Landlord monthly as and when paid by the subtenant to Tenant. (c) Notwithstanding the foregoing, Tenant hereby agrees that the costs incurred by Tenant in the performance of Tenant’s Initial Installations in any portion(s) of the Premises that Tenant sublets (to the extent paid or reimbursed out of Landlord’s Contribution (which for purposes of this Section 13.7 shall be deemed to be $12.00 per rentable square foot of any such sublet portion of the Premises initially demised hereunder)) shall not in any case be deemed a component of Transaction Costs.

Profits. If T▇▇▇▇▇ Tenant enters into any assignment or sublease permitted hereunder or consented to by Landlord (excepting only assignments or subleases pursuant to Section 9.5)Landlord, Tenant shall, within sixty (60) 60 days of L▇▇▇▇▇▇▇Landlord’s consent to such assignment or sublease (or if such assignment or sublease is permitted hereunder without Landlord’s prior consent, within 60 days of the effective date of such assignment or sublease), deliver to Landlord a list of Tenant’s reasonable tenant improvement allowances, third-party brokerage fees, legal fees and architectural fees paid or to be paid in connection with such transaction and, in the case of any sublease, any actual costs incurred by T▇▇▇▇▇ Tenant in separately demising and improving the sublet space (collectively, “Transaction Costs”), together with a list of all of Tenant’s Property to be transferred to such Transferee. The Transaction Costs shall be amortized, on a straight-line basis, over the term of any sublease. Tenant shall deliver to Landlord evidence of the payment of such Transaction Costs promptly after the same are paid. In consideration of such assignment or subletting, Tenant shall pay to Landlord: : (a) In the case of an assignment, on the effective date of the assignment, 50% of all sums and other consideration paid to Tenant by the Transferee for or by reason of such assignment (including key money, bonus money and any sums paid for services rendered by Tenant to the Transferee in excess of fair market value for such services and sums paid for the sale or rental of Tenant’s Property, less the then fair market or rental value thereof, as reasonably determined by Landlord) after first deducting the Transaction Costs; or or (b) In the case of a sublease, fifty percent (50%) % of any consideration payable under the sublease to Tenant by the Transferee which exceeds on a per square foot basis the Base Rent Fixed Rent, Tenant’s Tax Payment and Additional Rent Tenant’s Operating Payment accruing during the term of the sublease in respect of the sublet space (together with any sums paid for services rendered by Tenant to the Transferee in excess of fair market value for such services and sums paid for the sale or rental of Tenant’s Property, less the then fair market or rental value thereof, as reasonably determined by Landlord) after first deducting the monthly amortized amount of Transaction Costs. The sums payable under this clause shall be paid by Tenant to Landlord monthly as and when paid by the subtenant to Tenant. The amount payable under this Section 13.7 with respect to any particular Transfer is sometimes referred to herein as the “Transfer Premium.” 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 understated, such event shall, at Landlord’s option, be deemed to be an uncurable Event of Default (as such term is defined in Section 15.1 below) and Tenant shall, within thirty (30) days after demand, pay the deficiency, and if understated by more than five percent (5%), Tenant shall pay Landlord’s costs of such audit.

Profits. If T▇▇▇▇▇ Tenant enters into any assignment or sublease permitted hereunder or consented to by Landlord (excepting only assignments or subleases pursuant to Section 9.5)Landlord, Tenant shall, within sixty (60) 60 days of L▇▇▇▇▇▇▇Landlord’s consent to such assignment or sublease, deliver to Landlord a list of Tenant’s reasonable tenant improvement allowances, third-party brokerage fees, legal fees and architectural fees paid or to be paid in connection with such transaction and, and any free rent and all amounts paid by Tenant in the case of making Alterations to effectuate any sublease, any actual costs incurred sublease or provided by T▇▇▇▇▇ in separately demising and improving the sublet space Tenant as a work allowance therefor (collectively, “Transaction Costs”), together with a list of all of Tenant’s Property to be transferred to such Transferee. The Transaction Costs shall be amortized, on a straight-line basis, over the term of any sublease. Tenant shall deliver to Landlord evidence of the payment of such any Transaction Costs promptly within 30 days after the same are paidpaid (and if Tenant shall fail to do so, no such fees or costs for which Tenant shall have failed to provide evidence of payment shall qualify as Transaction Costs). In consideration of such assignment or subletting, Tenant shall pay to Landlord: : (a) In the case of an assignment, on the effective date of the assignment, 50% of all sums and other consideration paid to Tenant by the Transferee for or by reason of such assignment (including sums paid for the sale or rental of Tenant’s Property, less the then fair market or rental value thereof, as reasonably determined by Landlord) after first deducting the Transaction Costs; or or (b) In the case of a sublease, fifty percent (50%) % of any consideration payable under the sublease to Tenant by the Transferee which exceeds on a per square foot basis the Base Fixed Rent and Additional Rent accruing during the term of the sublease in respect of the sublet space (together with any sums paid for the sale or rental of Tenant’s Property, less the then fair market or rental value thereof, as reasonably determined by Landlord) after first deducting the monthly amortized amount of Transaction Costs. The sums payable under this clause shall be paid by Tenant to Landlord monthly as and when paid by the subtenant to Tenant.

Profits. If T▇▇▇▇▇ Tenant enters into any assignment or sublease permitted hereunder or consented to by Landlord (excepting only assignments or subleases pursuant to Section 9.5)Landlord, Tenant shall, within sixty (60) 90 days of L▇▇▇▇▇▇▇Landlord’s consent to such assignment or sublease, deliver to Landlord a list of Tenant’s reasonable tenant improvement allowances, third-party brokerage fees, legal fees and architectural fees paid or to be paid in connection with such transaction and, in the case of any sublease, any actual costs incurred by T▇▇▇▇▇ Tenant in separately demising and improving the sublet space and any free rent and all amounts paid by Tenant in making Alterations to effectuate such sublease or provided by Tenant as a work allowance therefor (collectively, “Transaction Costs”), together with a list of all of Tenant’s Property to be transferred to such Transferee. The Transaction Costs shall be amortized, on a straight-line basis, over the term of any sublease. Tenant shall deliver to Landlord evidence of the payment of such any Transaction Costs promptly within 30 days after the same are paidpaid (and if Tenant shall fail to do so, no such fees or costs for which Tenant shall have failed to provide evidence of payment shall qualify as Transaction Costs). In consideration of such assignment or subletting, Tenant shall pay to Landlord: (a) In the case of an assignment, on the effective date of the assignment, 50% of all sums and other consideration paid to Tenant by the Transferee for or by reason of such assignment (including sums paid for the sale or rental of Tenant’s Property, less the then fair market or rental value thereof, as reasonably determined by Landlord) after first deducting the Transaction Costs; or (b) In the case of a sublease, fifty percent (50%) % of any consideration payable under the sublease to Tenant by the Transferee which exceeds on a per square foot basis the Base Fixed Rent and Additional Rent accruing during the term of the sublease in respect of the sublet space (together with any sums paid for the sale or rental of Tenant’s Property, less the then fair market or rental value thereof, as reasonably determined by Landlord) after first deducting the monthly amortized amount of Transaction Costs. The sums payable under this clause shall be paid by Tenant to Landlord monthly as and when paid by the subtenant to Tenant. (c) Notwithstanding the foregoing, Tenant hereby agrees that the costs incurred by Tenant in the performance of Tenant’s Initial Installations in any portion(s) of the Premises that Tenant sublets (to the extent paid or reimbursed out of Landlord’s Contribution (which for purposes of this Section 13.7 shall be deemed to be $12.00 per rentable square foot of any such sublet portion of the Premises initially demised hereunder)) shall not in any case be deemed a component of Transaction Costs.

Profits. If T▇▇▇▇▇ Tenant enters into any assignment or sublease permitted hereunder or consented to by Landlord (excepting only assignments or subleases pursuant to Section 9.5)Landlord, Tenant shall, within sixty (60) 60 days of L▇▇▇▇▇▇▇Landlord’s consent to such assignment or subleasesublease (but not as to any assignment or subletting to Related Entities which does not require Landlord’s consent hereunder), deliver to Landlord a list of Tenant’s reasonable tenant improvement allowances, third-party brokerage fees, legal fees, architectural fees and architectural fees improvement costs, moving allowances, marketing costs and other actual out-of pocket costs or economic inducements paid or to be paid in connection with such transaction and, in the case of any sublease, any actual costs incurred by T▇▇▇▇▇ Tenant in connection with such sublease, including separately demising and improving the sublet space (collectively, “Transaction Costs”), together with a list of all of Tenant’s Property to be transferred to such Transferee; provided, however, that Transaction Costs shall not include any rent paid by Tenant to Landlord, including with respect to the period Tenant is marketing the Premises or any portion thereof for sublease. The Transaction Costs shall be amortized, on a straight-line basis, over deducted from the term of first payments received by Tenant from such Transferee in connection with any subleasesuch Transfer (until such Transaction Costs have been fully recouped by Tenant). Tenant shall deliver to Landlord evidence of the payment of such Transaction Costs promptly after the same are paid. In consideration of such assignment or subletting, Tenant shall pay to Landlord: : (a) In the case of an assignment, on within forty-five (45) days following the effective date of the assignment, 50% of all sums and other consideration paid to Tenant by the Transferee for or by reason of such assignment (including key money, bonus money and any sums paid for services rendered by Tenant to the Transferee in excess of fair market value for such services and sums paid for the sale or rental of Tenant’s Property, less the then fair market sale or rental value thereof, as reasonably determined by Landlord) after first deducting the Transaction Costs; or or (b) In in the case of a sublease, fifty percent (50%) % of any consideration payable under the sublease to Tenant by the Transferee which exceeds on a per square foot basis the Base Rent Fixed Rent, Tenant’s Tax Payment and Additional Rent Tenant’s Operating Payment accruing during the term of the sublease in respect of the sublet space (together with any sums paid for services rendered by Tenant to the Transferee in excess of fair market value for such services and sums paid for the sale or rental of Tenant’s Property, less the then fair market sale or rental value thereof, as reasonably determined by Landlord) after first deducting the monthly amortized amount of Transaction Costs. The sums payable under this clause shall be paid by Tenant to Landlord monthly as and when within forty-five (45) days following the date upon which the same are paid by the subtenant to Tenant. The amount payable under this Section 13.7 with respect to any particular Transfer is sometimes referred to herein as the “Transfer Premium.” 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 understated, Tenant shall, within forty-five (45) days after demand, pay the deficiency, and if understated by more than three percent (3%), Tenant shall pay Landlord’s costs of such audit.

Profits. If T▇▇▇▇▇ Tenant enters into any assignment or sublease permitted hereunder or consented to by Landlord (excepting only assignments or subleases pursuant to Section 9.5)Landlord, Tenant shall, within sixty (60) days of L▇▇▇▇▇▇▇Landlord’s consent to such assignment or sublease, deliver to Landlord a list of Tenant’s reasonable third-party expenses incurred in connection with such transaction including, without limitation, brokerage fees, tenant improvement allowances, third-party brokerage feesmoving and other cash allowances, and legal fees and architectural fees paid or to be paid in connection with such transaction andtransaction, in the case of marketing costs, cash inducements, construction costs, construction and moving allowances, rent abatement and any sublease, any actual lease assumption costs incurred by T▇▇▇▇▇ in separately demising and improving the sublet space (collectively, “Transaction Costs”), together with a list of all of Tenant’s Property to be transferred to such Transferee. The Transaction Costs shall be amortized, on a straight-line basis, over recovered by Tenant first from the proceeds under the term of any sublease. Tenant shall deliver to Landlord evidence of the payment of such Transaction Costs promptly after the same are paid. In consideration of such assignment or subletting, Tenant shall pay to Landlord: : (a) In the case of an assignment, on the effective date of the assignment, fifty percent (50%) of all sums and other consideration paid to Tenant by the Transferee for or by reason of such assignment (including sums paid for the sale or rental of Tenant’s Property, less less, the then fair market or rental value thereof, as reasonably determined by Landlord) after first deducting the Transaction Costs; or or (b) In the case of a sublease, fifty percent (50%) of any consideration payable paid under the sublease to Tenant by the Transferee which exceeds on a per square foot basis the Base Fixed Rent and Additional Rent accruing during the term of the sublease in respect of the sublet subleased space (together with any sums paid for the sale or rental of Tenant’s Property, less less, the then fair market or rental value thereof, as reasonably determined by Landlord) after first deducting the monthly amortized amount of Transaction Costs. The sums payable under this clause shall be paid by Tenant to Landlord monthly as and when paid by the subtenant to Tenant. The foregoing notwithstanding, this Section 13.6 shall not apply with respect to any transfer to a Related Entity in accordance with the terms and provisions of Section 13.7.

Profits. If T▇▇▇▇▇ Tenant enters into any assignment or sublease permitted hereunder or consented to by Landlord (excepting only assignments or subleases pursuant to Section 9.5)Landlord, Tenant shall, within sixty (60) 60 days of L▇▇▇▇▇▇▇Landlord’s consent to such assignment or sublease, deliver to Landlord a list of Tenant’s reasonable tenant improvement allowances, third-party brokerage fees, legal fees, architectural fees and architectural fees tenant improvement costs paid or to be paid in connection with such transaction and, in the case of any sublease, and any actual costs incurred by T▇▇▇▇▇ Tenant in separately demising and improving the sublet subleased space (collectively, “Transaction Costs”), together with a list of all of Tenant’s Property to be transferred to such Transferee. The Transaction Costs shall be amortized, on a straight-line basis, over the term of any sublease. Tenant shall deliver to Landlord evidence of the payment of such Transaction Costs promptly after the same are paid. In consideration of such assignment or subletting, Tenant shall pay to Landlord: : (a) In the case of an assignment, on the effective date of the assignment, 50% of all sums and other consideration paid to Tenant by the Transferee for or by reason of such assignment (including sums paid for the sale or rental of Tenant’s Property, less less, the then fair market or rental value thereof, as reasonably determined by Landlord) after first deducting the Transaction Costs; or or (b) In the case of a sublease, fifty percent (50%) % of any consideration payable under the sublease to Tenant by the Transferee which exceeds on a per square foot basis the Base Fixed Rent and Additional Rent accruing during the term of the sublease in respect of the sublet subleased space (together with any sums paid for the sale or rental of Tenant’s Property, less less, the then fair market or rental value thereof, as reasonably determined by Landlord) after first deducting the monthly amortized amount of Transaction Costs. The sums payable under this clause shall be paid by Tenant to Landlord monthly as and when paid by the subtenant to Tenant.

Profits. If T▇▇▇▇▇ enters Tenant shall enter into any assignment or sublease permitted hereunder or consented to by Landlord (excepting only assignments or subleases pursuant to Section 9.5)Landlord, Tenant shall, within sixty (60) 60 days of L▇▇▇▇▇▇▇Landlord’s consent to such assignment or sublease, deliver to Landlord a complete list of Tenant’s reasonable tenant improvement allowances, third-party brokerage fees, legal fees and architectural fees fees, work allowances or costs of improvements performed by Tenant in connection with such assignment or sublease and reasonable rent concessions (“Tenant’s Expenses”) paid or to be paid in connection with such transaction and, in the case of any sublease, any actual costs incurred by T▇▇▇▇▇ in separately demising and improving the sublet space (collectively, “Transaction Costs”)transaction, together with a list of all of Tenant’s Property to be transferred to such Transferee. The Transaction Costs shall be amortized, on a straight-line basis, over the term of any subleaseassignee or sublessee. Tenant shall deliver to Landlord evidence of the payment of such Transaction Costs fees promptly after the same are paid. In consideration of such assignment or subletting, Tenant shall pay to Landlord: : (a) In the case of an assignment, on the effective date of the assignment, an amount equal to 50% of all sums and other consideration paid to Tenant by the Transferee assignee for or by reason of such assignment (including sums paid for the sale or rental of Tenant’s Property, less less, in the case of a sale thereof, the then fair market or rental value thereof, as reasonably determined by Landlord) after first deducting the Transaction CostsTenant’s Expenses in connection with such transaction; or or (b) In the case of a sublease, fifty percent (50%) % of any consideration payable under the sublease to Tenant by the Transferee subtenant which exceeds on a per square foot basis the Base Fixed Rent and Additional Rent accruing during the term of the sublease in respect of the sublet subleased space (together with any sums paid for the sale or rental of Tenant’s Property, less less, in the case of the sale thereof, the then fair market or rental value thereof, as reasonably determined by Landlord) after first deducting therefrom Tenant’s Expenses in connection with such transaction (e.g., if (x) Tenant’s Fixed Rent under this Lease is $100 per annum for the monthly amortized amount area subleased, (y) Tenant is receiving as fixed rent $110 per annum under the sublease in question and (z) Tenant has incurred Tenant Expenses of Transaction Costs$30 in connection with the sublease, then Tenant would not owe Landlord any portion of its profit for the first 3 years of the sublease until Tenant had recouped the $30), and if such sublease is less than the entire Premises, the actual cost incurred by Tenant in separately demising the subleased space. The sums payable under this clause shall be paid by Tenant to Landlord monthly as and when paid by the subtenant to Tenant.

Profits. If T▇▇▇▇▇ Except with respect to those assignments and sublets which may be consummated without Landlord’s consent pursuant to the provisions of Section 13.7(a), if Tenant enters into any assignment or sublease permitted hereunder or consented to by Landlord (excepting only assignments or subleases pursuant to Section 9.5)Landlord, Tenant shall, within sixty (60) 60 days of L▇▇▇▇▇▇▇Landlord’s consent to such assignment or sublease, deliver to Landlord a list of Tenant’s reasonable tenant improvement allowances, third-party brokerage fees, reasonable tenant concessions, legal fees fees, advertising costs, construction costs and architectural fees paid or to be paid in connection with such transaction and, in the case of any sublease, and any actual costs incurred by T▇▇▇▇▇ Tenant in separately demising and improving the sublet subleased space (collectively, “Transaction Costs”), together with a list of all of Tenant’s Property to be transferred to such Transferee. The Transaction Costs shall be amortized, on a straight-line basis, over the term of any sublease. Tenant shall deliver to Landlord evidence of the payment of such Transaction Costs promptly after the same are paid. In consideration of such assignment or subletting, Tenant shall pay to Landlord: : (a) In the case of an assignment, on the effective date of the assignment, 50% of all sums and other consideration paid to Tenant by the Transferee for or by reason of such assignment (including sums paid for the sale or rental of Tenant’s Property, less less, the then fair market or rental value thereof, as reasonably determined by Landlord) after first deducting the Transaction Costs; or or (b) In the case of a sublease, fifty percent (50%) % of any consideration payable under the sublease to Tenant by the Transferee which exceeds on a per square foot basis the Base Fixed Rent and Additional Rent accruing during the term of the sublease in respect of the sublet subleased space (together with any sums paid for the sale or rental of Tenant’s Property, less less, the then fair market or rental value thereof, as reasonably determined by Landlord) after first deducting the monthly amortized amount of Transaction Costs. The sums payable under this clause shall be paid by Tenant to Landlord monthly as and when paid by the subtenant to Tenant.