Common use of Transfer by Tenant Clause in Contracts

Transfer by Tenant. Tenant shall not enter into, consent to, or permit any Transfer, as hereinafter defined, without the prior written consent of Landlord in each instance, which consent shall not be unreasonably withheld, conditioned or delayed. For purposes of this Lease, “Transfer” means an assignment of this Lease in whole or in part; a sublease of all or any part of the Premises; a license for any use or occupancy of all or any part of the Premises; any transaction whereby the rights of Tenant under this Lease or to the Premises are transferred to another; any mortgage, pledge, hypothecation or encumbrance of this Lease or the Premises or any part thereof or other arrangement under which either this Lease or the Premises become security for any indebtedness or other obligations; or the occupancy of the Premises or any portion thereof by anyone other than Tenant and its employees. Notwithstanding the foregoing, Landlord’s consent shall not be required in the event of any Transfer to (a) an entity then owned by, under common control with, or controlled by Tenant, or any entity resulting from the merger or consolidation of Tenant, provided that any such entity acquires all or substantially all of the assets of Tenant’s business that is being conducted on the Premises as of the Effective Date, (b) any person or entity which acquires Tenant or substantially all of the assets of Tenant’s business that is being conducted on the Premises as of the Effective Date, or (c) or any entity owned directly or indirectly by The McClatchy Company, provided that any such entity acquires all or substantially all of the assets of Tenant’s business that is being conducted on the Premises as of the Effective Date; and provided, that in connection with any of the foregoing, such person or entity has a tangible net worth equal to or greater than The McClatchy Company as of the date of the Effective Date (as may be determined with reference to net worth as reflected on audited financial statements, or other documentation reasonably acceptable to Landlord) (a “Creditworthy Transferee”) or such person or entity causes a guaranty to be executed and delivered to Landlord by a Creditworthy Transferee. Notwithstanding any Transfer, neither Tenant nor any Guarantor shall be released from any of its obligations under this Lease, except that to the extent that (i) the transferee expressly assumes in writing all of Tenant’s obligations under this Lease in a form reasonably acceptable to Landlord, (ii) the substitute guarantor, if any, expressly assumes in writing all of the Guarantor’s obligations under the Guarantor in a form reasonably acceptable to Landlord, (iii) the transferee or the substitute guarantor is a Creditworthy Transferee (collectively, the “Release Conditions”), then Tenant shall thereupon and without further agreement be released of all further liability under this Lease from and after the date of the satisfaction of the Release Conditions and Guarantor shall thereupon and without further agreement be released from all further liability under the Guaranty from and after the date of the Release Conditions. Except in the event of a Transfer pursuant to clauses (a), (b) or (c) above, no transferee shall be entitled to the zero sum Base Rent and any such transferee shall be required to pay the fair market value of Base Rent as reasonably determined by Landlord. Landlord’s consent to any Transfer shall be subject to the further condition that if the rent pursuant to such Transfer exceeds the rent payable under this Lease, 100% of the amount of such excess shall be paid to Landlord. Tenant shall reimburse Landlord’s reasonable attorneys’ fees and expenses incurred in connection with any Transfer by Tenant.

Transfer by Tenant. Except as otherwise provided in this Article 16, Tenant shall not enter intonot, consent toeither voluntarily or by operation of law, assign, hypothecate, or transfer this Lease, or sublet the Premises or any part thereof, or permit any Transfer, as hereinafter defined, without the prior written consent of Landlord in each instance, which consent shall not be unreasonably withheld, conditioned or delayed. For purposes of this Lease, “Transfer” means an assignment of this Lease in whole or in part; a sublease of all or any part of the Premises; a license for any use or occupancy of all or any part of the Premises; any transaction whereby the rights of Tenant under this Lease or to the Premises are transferred to another; any mortgage, pledge, hypothecation or encumbrance of this Lease or the Premises or any part thereof or other arrangement under which either this Lease or the Premises become security for any indebtedness or other obligations; or the occupancy of the Premises or any portion thereof to be occupied by anyone other than Tenant and its or Tenant’s employees. Notwithstanding the foregoing, without Landlord’s consent prior written consent, which shall not be unreasonably withheld or delayed, provided the proposed assignee or sublessee is reasonably satisfactory to Landlord as to credit and character and will occupy the Premises for purposes not inconsistent with the Permitted Use. Landlord shall be under no obligation to give or withhold consent until after all information reasonably required by Landlord with respect to the identity, background, experience and financial worth of the proposed assignee, transferee, or subtenant has been provided to Landlord. No hypothecation, assignment, sublease or other transfer to which Landlord has consented shall be effective for any purpose until such time as fully executed documents of such transaction have been provided to Landlord, and, in the event case of an assignment, the assignee has attorned directly to Landlord, or, in the case of a sublease, the sublessee has acknowledged that the sublease is subject to all of the terms and conditions of this Lease. Any assignment, mortgage, transfer or subletting of this Lease which is not in compliance with the provisions of this Article 16 shall be voidable and shall, at the option of Landlord, terminate this Lease. The consent by Landlord to an assignment or subletting shall not be construed as relieving Tenant from obtaining the express written consent of Landlord to any Transfer further assignment or subletting or as releasing Tenant from any liability or obligation hereunder, whether or not then accrued. Except as provided in this Article, this Lease shall be binding upon and inure to the benefit of the successors and assigns of the parties. The term “assignment” includes the following, whether accomplished directly or indirectly: (a) an entity then owned byif Tenant is a partnership or limited liability company, under common control withthe withdrawal or change, voluntarily, involuntarily or by operation of law, of a majority of the partners or members, or controlled by Tenanta transfer of a majority of ownership interests, in the aggregate on a cumulative basis, or any entity resulting from the merger dissolution of the partnership or limited liability company; and (b) if Tenant is a private corporation (i.e., whose stock is not publicly held and traded through an exchange or over the counter), the: (i) dissolution, merger, or consolidation of Tenant, provided that any such entity acquires all ; (ii) sale or substantially all other transfer of more than a cumulative aggregate of 50% of the assets voting shares of Tenant (other than to immediate family members by reason of gift or death); or (iii) sale, mortgage, hypothecation or pledge of more than a cumulative aggregate of 50% of Tenant’s business that is being conducted on the Premises as of the Effective Date, (b) any person or entity which acquires Tenant or substantially all of the assets of Tenant’s business that is being conducted on the Premises as of the Effective Date, or (c) or any entity owned directly or indirectly by The McClatchy Company, provided that any such entity acquires all or substantially all of the assets of Tenant’s business that is being conducted on the Premises as of the Effective Date; and provided, that in connection with any of the foregoing, such person or entity has a tangible net worth equal to or greater than The McClatchy Company as of the date of the Effective Date (as may be determined with reference to net worth as reflected on audited financial statements, or other documentation reasonably acceptable to Landlord) (a “Creditworthy Transferee”) or such person or entity causes a guaranty to be executed and delivered to Landlord by a Creditworthy Transferee. Notwithstanding any Transfer, neither Tenant nor any Guarantor shall be released from any of its obligations under this Lease, except that to the extent that (i) the transferee expressly assumes in writing all of Tenant’s obligations under this Lease in a form reasonably acceptable to Landlord, (ii) the substitute guarantor, if any, expressly assumes in writing all of the Guarantor’s obligations under the Guarantor in a form reasonably acceptable to Landlord, (iii) the transferee or the substitute guarantor is a Creditworthy Transferee (collectively, the “Release Conditions”), then Tenant shall thereupon and without further agreement be released of all further liability under this Lease from and after the date of the satisfaction of the Release Conditions and Guarantor shall thereupon and without further agreement be released from all further liability under the Guaranty from and after the date of the Release Conditions. Except in the event of a Transfer pursuant to clauses (a), (b) or (c) above, no transferee shall be entitled to the zero sum Base Rent and any such transferee shall be required to pay the fair market value of Base Rent as reasonably determined by Landlord. Landlord’s consent to any Transfer shall be subject to the further condition that if the rent pursuant to such Transfer exceeds the rent payable under this Lease, 100% of the amount of such excess shall be paid to Landlord. Tenant shall reimburse Landlord’s reasonable attorneys’ fees and expenses incurred in connection with any Transfer by Tenantassets.

Transfer by Tenant. Tenant shall not enter intonot, consent toeither voluntarily or by ------------------ operation of law, assign, hypothecate or transfer this Lease, or sublet the Premises or any part thereof, or permit the Premises or any Transfer, as hereinafter definedpart thereof to be occupied by anyone other than Tenant or Tenant's employees, without the Landlord's prior written consent of Landlord in each instanceconsent, which consent shall not be unreasonably withheld, conditioned provided the proposed assignee or delayedsublessee is reasonably satisfactory to Landlord as to credit and character and will occupy the Premises for purposes not inconsistent with Tenant's purposes as stated in Article 4. For purposes Landlord shall be under no obligation to give or withhold consent until after all information reasonably required by Landlord with respect to the identity, background, experience and financial worth of the proposed assignee, transferee, or subtenant has been provided to Landlord. In the event Landlord fails to respond to Tenant's request to make an assignment or sublease of its interest hereunder within thirty days after receipt of all the reasonably requested information has been delivered to Landlord, it shall be deemed that Landlord has not consented to the assignment or sublease. No hypothecation, assignment, sublease or other transfer to which Landlord has consented shall be effective for any purpose until such time as fully executed documents of such transaction have been provided to Landlord, and, in the case of an assignment, the assignee has attorned directly to Landlord, and in the case of a sublease, the sublessee has acknowledged that the sublease is subject to all of the terms and conditions of this Lease. Any assignment, “Transfer” means an assignment mortgage, transfer or subletting of this Lease which is not in whole or in part; a sublease of all or any part of compliance with the Premises; a license for any use or occupancy of all or any part of the Premises; any transaction whereby the rights of Tenant under this Lease or to the Premises are transferred to another; any mortgage, pledge, hypothecation or encumbrance provisions of this Lease Article 15 shall be voidable and shall, at the option of Landlord, terminate this Lease. The consent by Landlord to an assignment or the Premises or any part thereof or other arrangement under which either this Lease or the Premises become security for any indebtedness or other obligations; or the occupancy of the Premises or any portion thereof by anyone other than Tenant and its employees. Notwithstanding the foregoing, Landlord’s consent subletting shall not be required construed as relieving Tenant from obtaining the express written consent of Landlord to any further assignment or subletting or as releasing Tenant from any liability or obligation hereunder, whether or not then accrued. Except as provided in this Article, this Lease shall be binding upon and inure to the event of any Transfer to (a) an entity then owned by, under common control with, or controlled by Tenant, or any entity resulting from the merger or consolidation of Tenant, provided that any such entity acquires all or substantially all benefit of the assets of Tenant’s business that is being conducted on the Premises as successors and assigns of the Effective Date, (b) any person or entity which acquires Tenant or substantially all of the assets of Tenant’s business that is being conducted on the Premises as of the Effective Date, or (c) or any entity owned directly or indirectly by The McClatchy Company, provided that any such entity acquires all or substantially all of the assets of Tenant’s business that is being conducted on the Premises as of the Effective Date; and provided, that in connection with any of the foregoing, such person or entity has a tangible net worth equal to or greater than The McClatchy Company as of the date of the Effective Date (as may be determined with reference to net worth as reflected on audited financial statements, or other documentation reasonably acceptable to Landlord) (a “Creditworthy Transferee”) or such person or entity causes a guaranty to be executed and delivered to Landlord by a Creditworthy Transferee. Notwithstanding any Transfer, neither Tenant nor any Guarantor shall be released from any of its obligations under this Lease, except that to the extent that (i) the transferee expressly assumes in writing all of Tenant’s obligations under this Lease in a form reasonably acceptable to Landlord, (ii) the substitute guarantor, if any, expressly assumes in writing all of the Guarantor’s obligations under the Guarantor in a form reasonably acceptable to Landlord, (iii) the transferee or the substitute guarantor is a Creditworthy Transferee (collectively, the “Release Conditions”), then Tenant shall thereupon and without further agreement be released of all further liability under this Lease from and after the date of the satisfaction of the Release Conditions and Guarantor shall thereupon and without further agreement be released from all further liability under the Guaranty from and after the date of the Release Conditions. Except in the event of a Transfer pursuant to clauses (a), (b) or (c) above, no transferee shall be entitled to the zero sum Base Rent and any such transferee shall be required to pay the fair market value of Base Rent as reasonably determined by Landlord. Landlord’s consent to any Transfer shall be subject to the further condition that if the rent pursuant to such Transfer exceeds the rent payable under this Lease, 100% of the amount of such excess shall be paid to Landlord. Tenant shall reimburse Landlord’s reasonable attorneys’ fees and expenses incurred in connection with any Transfer by Tenantparties.

Transfer by Tenant. Tenant shall not enter into, consent to, or permit any Transfer, as hereinafter defined, without the prior written consent of Landlord in each instance, which consent shall not be unreasonably withheld, conditioned withheld or delayed. For purposes of this Lease, “"Transfer” " means an assignment of this Lease in whole or in part; a sublease of all or any part of the Premises; a license for any use or occupancy of all or any part of the Premises; any transaction whereby the rights of Tenant under this Lease or to the Premises are transferred to another; any mortgage, pledge, hypothecation mortgage or encumbrance of this Lease or the Premises or any part thereof or other arrangement under which either this Lease or the Premises become security for any indebtedness or other obligations; and if Tenant is a corporation or a partnership, the occupancy transfer of a controlling interest in the stock of the Premises corporation or any portion thereof partnership interests, as applicable. If there is a permitted Transfer, Landlord may collect rent or other payments from the transferee and apply the net amount collected to the rent or other payments required to be paid pursuant to this Lease but no acceptance by anyone other than Tenant and its employees. Notwithstanding the foregoing, Landlord’s consent shall not be required in the event Landlord of any Transfer to (a) an entity then owned by, under common control with, or controlled by Tenant, or any entity resulting from the merger or consolidation of Tenant, provided that any such entity acquires all or substantially all of the assets of Tenant’s business that is being conducted on the Premises as of the Effective Date, (b) any person or entity which acquires Tenant or substantially all of the assets of Tenant’s business that is being conducted on the Premises as of the Effective Date, or (c) or any entity owned directly or indirectly by The McClatchy Company, provided that any such entity acquires all or substantially all of the assets of Tenant’s business that is being conducted on the Premises as of the Effective Date; and provided, that in connection with any of the foregoing, such person or entity has a tangible net worth equal to or greater than The McClatchy Company as of the date of the Effective Date (as may be determined with reference to net worth as reflected on audited financial statements, or other documentation reasonably acceptable to Landlord) (a “Creditworthy Transferee”) or such person or entity causes a guaranty to be executed and delivered to Landlord payments by a Creditworthy Transfereetransferee shall be deemed a waiver of any provisions hereof regarding Tenant. Notwithstanding any Transfer, neither Tenant nor any Guarantor shall not be released from any of its obligations under this Lease. In addition, except that to the extent that (i) the transferee expressly assumes in writing all of Tenant’s obligations under this Lease in a form reasonably acceptable to Landlord, (ii) the substitute guarantor, if any, expressly assumes in writing all of the Guarantor’s obligations under the Guarantor in a form reasonably acceptable to Landlord, (iii) the transferee or the substitute guarantor is a Creditworthy Transferee (collectively, the “Release Conditions”), then Tenant shall thereupon and without further agreement be released of all further liability under this Lease from and after the date of the satisfaction of the Release Conditions and Guarantor shall thereupon and without further agreement be released from all further liability under the Guaranty from and after the date of the Release Conditions. Except in the event of a Transfer pursuant to clauses (a), (b) or (c) above, no transferee Landlord shall be entitled to the zero sum Base Rent and any receive all net profits arising out of an assignment or sublease, such transferee shall profits to be required to pay the fair market value of Base Rent as reasonably determined by Landlord. Landlord’s consent to any Transfer shall be subject subtracting all rent and additional rent due from Tenant with respect to the further condition that if time period and square footage applicable to the rent assignment or sublease, plus the brokerage fees, attorneys' fees, costs of alterations incurred by Tenant pursuant to such Transfer exceeds assignment or sublease, from the rent payable under this Lease, 100% of the amount of such excess shall total consideration to be paid to Landlord. Tenant shall reimburse Landlord’s reasonable attorneys’ fees and expenses incurred in connection with any Transfer by Tenantthe transferee.

Transfer by Tenant. Provided that no Event of Default exists at the time of the Transfer and Tenant’s Construction Obligations have been completed, Tenant may Transfer this Lease or the Leasehold Estate in whole but not in part, without Landlord’s consent (except to any Person that is or can elect to be immune from civil process), provided, however, that (a) any assignee of Tenant shall be a Qualified Developer and shall assume (and shall be deemed to assume, whether or not enter into, consent to, or permit any Transfer, as hereinafter defined, without so stated in the prior written consent of Landlord in each instance, which consent shall not be unreasonably withheld, conditioned or delayed. For purposes of this Lease, “Transfer” means an assignment of this Lease in whole or in part; a sublease of and assumption document) all or any part of the Premises; a license for any use or occupancy of all or any part of the Premises; any transaction whereby the rights obligations and liabilities of Tenant under this Lease or related to the Premises are transferred to another; any mortgage, pledge, hypothecation or encumbrance of this Lease or time period from and after the Premises or any part thereof or other arrangement under which either this Lease or the Premises become security for any indebtedness or other obligations; or the occupancy effective date of the Premises or any portion thereof by anyone other than Tenant assignment, and its employees. Notwithstanding the foregoing, Landlord’s consent shall not be required in the event of any Transfer to (a) an entity then owned by, under common control with, or controlled by Tenant, or any entity resulting from the merger or consolidation of Tenant, provided that any such entity acquires all or substantially all of the assets of Tenant’s business that is being conducted on the Premises as of the Effective Date, (b) any person or entity which acquires Tenant or substantially all of the assets of Tenant’s business that is being conducted on the Premises as of the Effective Date, or (c) or any entity owned directly or indirectly by The McClatchy Company, provided that any such entity acquires all or substantially all of the assets of Tenant’s business that is being conducted on the Premises as of the Effective Date; and provided, that in connection with any of the foregoing, such person or entity has a tangible net worth equal to or greater than The McClatchy Company as of the date of the Effective Date (as may be determined with reference to net worth as reflected on audited financial statements, or other documentation reasonably acceptable to Landlord) (a “Creditworthy Transferee”) or such person or entity causes a guaranty to be executed and delivered to Landlord by a Creditworthy Transferee. Notwithstanding any Transfer, neither Tenant nor any Guarantor shall not be released from any of its obligations and liabilities under this Lease related to the time period prior to the effective date of the assignment. Tenant shall, without further action by Landlord, be released of all liability under this Lease related to the time period from and after the effective date of the assignment upon consummation of the assignment transaction. Landlord shall have no liability for any transfer and other taxes payable on account of any Transfer by Tenant. Notwithstanding anything to the contrary in this Lease, except prior to completion of Tenant’s Construction Obligations, neither Transfer of this Lease or the Leasehold Estate, nor any Transfers of Equity Interests (to anyone other than Permitted Equity Owners) shall be effected without the prior written consent of Landlord. “Qualified Developer” shall mean a Person (or a wholly owned subsidiary of such Person, so long as such subsidiary is reasonably capitalized, including any financing) who has the business judgment, experience, personal and financial ability and wherewithal to proceed to complete Development in substantially the same way that Tenant could. The Qualified Developer or its Affiliate or principal(s) shall have a minimum net worth of $50,000,000.00, as certified in writing to the extent that Landlord by such Qualified Developer. If any transaction violates this Section 17.1, then: (i) the transferee expressly assumes in writing all it shall be an Event of Tenant’s obligations under this Lease in a form reasonably acceptable to LandlordDefault, (ii) the substitute guarantorit shall be null, if anyvoid, expressly assumes in writing all and of the Guarantor’s obligations under the Guarantor in a form reasonably acceptable to Landlord, no force or effect; and (iii) notwithstanding the transferee or the substitute guarantor is a Creditworthy Transferee (collectivelyforegoing, the “Release Conditions”), then Tenant shall thereupon and without further agreement be released of all further liability under this Lease from and after the date of the satisfaction of the Release Conditions and Guarantor shall thereupon and without further agreement be released from all further liability under the Guaranty from and after the date of the Release Conditions. Except in the event of a Transfer pursuant to clauses (a), (b) or (c) above, no transferee Landlord shall be entitled to the zero sum Base Rent equitable relief to cancel and rescind it (without waiving any such transferee shall be required to pay the fair market value other rights or remedies, including an award of Base Rent as reasonably determined by Landlord. Landlord’s consent to any Transfer shall be subject to the further condition that if the rent pursuant to such Transfer exceeds the rent payable under this Leaseactual provable direct damages, 100% of capped at the amount of such excess shall be paid to Landlordreceived by the transferor for the Transfer). Tenant shall reimburse Landlord’s reasonable attorneys’ fees and expenses incurred in connection with promptly Notify Landlord of any Transfer by TenantTransfer.

Transfer by Tenant. Tenant shall not enter intodirectly or indirectly, consent tovoluntarily or by operation of law, sell, assign, encumber, pledge or otherwise Transfer or hypothecate all or any part of the Premises or Tenant=s leasehold estate hereunder, or permit the Premises to be occupied by anyone other than Tenant or sublet the Premises or any Transfer, as hereinafter defined, portion thereof without the Landlord=s prior written consent of Landlord in Landlord=s discretion (such consent not to be unreasonably withheld), being obtained in each instance, which subject to the terms and conditions contained in this paragraph. Notwithstanding the foregoing, but without waiving any other requirement for a Transfer as contained in this Section 10, Landlord=s prior written consent shall not be unreasonably withheld, conditioned or delayed. For purposes required in connection with (i) an assignment of this LeaseLease or sublet of all or part of the Premises to a Transferee that is an Affiliate of Tenant, “Transfer” means or (ii) an assignment of this Lease in whole or in part; connection with a sublease of all or any part of the Premises; a license for any use or occupancy of all or any part of the Premises; any transaction whereby the rights of Tenant under this Lease or to the Premises are transferred to another; any mortgagemerger, pledge, hypothecation or encumbrance of this Lease or the Premises or any part thereof consolidation or other arrangement under which either this Lease or the Premises become security for any indebtedness or other obligations; or the occupancy of the Premises or any portion thereof by anyone other than Tenant and its employees. Notwithstanding the foregoing, Landlord’s consent shall not be required in the event of any Transfer to (a) an entity then owned by, under common control with, or controlled by reorganization involving Tenant, or any entity resulting from the merger or consolidation a sale of Tenant, provided that any such entity acquires all or substantially all of the assets of Tenant’s business that is being conducted , a sale of a controlling interest of the stock or other ownership interest of Tenant, or a sale of any division occupying the Premises. Any other attempted Transfer without such consent shall be void. If Tenant desires to effect a Transfer, it shall deliver to Landlord written notice thereof in advance of the date on which Tenant proposes to make the Premises Transfer, together with all of the terms of the proposed Transfer and the identity of the proposed Transferee. Upon request by Landlord, such notice shall contain financial information concerning the proposed transferee and other reasonable information regarding the transaction which Landlord may specify. Landlord shall have thirty (30) days following receipt of the notice and information within which to notify Tenant in writing whether Landlord elects (a) to refuse to consent to the Transfer and to terminate this Lease as to the space proposed to be Transferred as of the Effective Datedate so specified by Tenant, in which event Tenant will be relieved of all further obligations hereunder as to such space, (b) any person or entity which acquires Tenant or substantially all of to refuse to consent to the assets of Tenant’s business that is being conducted on Transfer and to continue this Lease in full force as to the Premises as of the Effective Dateentire Premises, or (c) or any entity owned directly or indirectly by The McClatchy Companyto permit Tenant to effect the proposed Transfer. If Landlord fails to notify Tenant of its election within said thirty (30) day period, provided that any such entity acquires all or substantially all of the assets of Tenant’s business that is being conducted on the Premises as of the Effective Date; and provided, that in connection with any of Landlord shall be deemed to have elected option (b). Notwithstanding the foregoing, such person or entity has a tangible net worth equal to or greater than The McClatchy Company as of the date of the Effective Date (as may be determined with reference to net worth as reflected on audited financial statements, or other documentation reasonably acceptable to Landlord) (a “Creditworthy Transferee”) or such person or entity causes a guaranty to be executed and delivered to if Landlord by a Creditworthy Transferee. Notwithstanding any Transfer, neither Tenant nor any Guarantor shall be released from any of its obligations under this Lease, except that to the extent that (i) the transferee expressly assumes in writing all of Tenant’s obligations under this Lease in a form reasonably acceptable to Landlord, (ii) the substitute guarantor, if any, expressly assumes in writing all of the Guarantor’s obligations under the Guarantor in a form reasonably acceptable to Landlord, (iii) the transferee or the substitute guarantor is a Creditworthy Transferee (collectively, the “Release Conditions”), then Tenant shall thereupon and without further agreement be released of all further liability under this Lease from and after the date of the satisfaction of the Release Conditions and Guarantor shall thereupon and without further agreement be released from all further liability under the Guaranty from and after the date of the Release Conditions. Except in the event of a Transfer pursuant to clauses elects option (a), Tenant may rescind its request for consent or approval by giving written notice of such rescission within five (b5) days after receipt of notice of Landlord=s election of option (a) and, in such event, Tenant=s request for consent or approval will be withdrawn and Landlord=s election of option (ca) above, will be void and of no transferee effect. The consent by Landlord to a particular Transfer shall not be entitled to the zero sum Base Rent and any such transferee shall be required to pay the fair market value of Base Rent as reasonably determined by Landlord. Landlord’s deemed a consent to any other Transfer. If a Transfer shall be subject occurs without the prior written consent of Landlord as provided herein, Landlord may nevertheless collect rent from the Transferee and apply the net amount collected to the further condition that if the rent pursuant to Rent payable hereunder, but such Transfer exceeds the rent payable under this Lease, 100% collection and application shall not constitute a waiver of the amount provisions hereof or a release of such excess Tenant from the further performance of its obligations hereunder. . The following conditions shall be paid automatically apply to each Transfer, without the necessity of same being stated or referred to in Landlord. Tenant shall reimburse Landlord’s reasonable attorneys’ fees and expenses incurred in connection with any Transfer by Tenant.'s written consent:

Transfer by Tenant. Tenant shall not enter into, consent to, or permit any Transfer, as hereinafter defined, without the prior written consent of Landlord in each instance, which consent shall not be unreasonably withheld, conditioned or delayed. For purposes of this Lease, “"Transfer” " means an assignment of this Lease in whole or in part; a sublease of all or any part of the Premises; a license for any use or occupancy of all or any part of the Premises; any transaction whereby the rights of Tenant under this Lease or to the Premises are transferred to another; any mortgage, pledge, hypothecation mortgage or encumbrance of this Lease or the Premises or any part thereof or other arrangement under which either this Lease or the Premises become security for any indebtedness or other obligations; and if Tenant is a corporation or a partnership, the occupancy transfer of a controlling interest in the stock of the Premises corporation or any portion thereof partnership interests, as applicable. If there is a permitted Transfer, Landlord may collect rent or other payments from the transferee and apply the net amount collected to the rent or other payments required to be paid pursuant to this Lease but no acceptance by anyone other than Tenant and its employees. Notwithstanding the foregoing, Landlord’s consent shall not be required in the event Landlord of any Transfer to (a) an entity then owned by, under common control with, or controlled by Tenant, or any entity resulting from the merger or consolidation of Tenant, provided that any such entity acquires all or substantially all of the assets of Tenant’s business that is being conducted on the Premises as of the Effective Date, (b) any person or entity which acquires Tenant or substantially all of the assets of Tenant’s business that is being conducted on the Premises as of the Effective Date, or (c) or any entity owned directly or indirectly by The McClatchy Company, provided that any such entity acquires all or substantially all of the assets of Tenant’s business that is being conducted on the Premises as of the Effective Date; and provided, that in connection with any of the foregoing, such person or entity has a tangible net worth equal to or greater than The McClatchy Company as of the date of the Effective Date (as may be determined with reference to net worth as reflected on audited financial statements, or other documentation reasonably acceptable to Landlord) (a “Creditworthy Transferee”) or such person or entity causes a guaranty to be executed and delivered to Landlord payments by a Creditworthy Transfereetransferee shall be deemed a waiver of any provisions hereof regarding Tenant. Notwithstanding any Transfer, neither Tenant nor any Guarantor shall not be released from any of its obligations under this Lease, except that to the extent that (i) the transferee expressly assumes in writing all of Tenant’s obligations under this Lease in a form reasonably acceptable to Landlord, (ii) the substitute guarantor, if any, expressly assumes in writing all of the Guarantor’s obligations under the Guarantor in a form reasonably acceptable to Landlord, (iii) the transferee or the substitute guarantor is a Creditworthy Transferee (collectively, the “Release Conditions”), then Tenant shall thereupon and without further agreement be released of all further liability under this Lease from and after the date of the satisfaction of the Release Conditions and Guarantor shall thereupon and without further agreement be released from all further liability under the Guaranty from and after the date of the Release Conditions. Except in the event of a Transfer pursuant to clauses (a), (b) or (c) above, no transferee shall be entitled to the zero sum Base Rent and any such transferee shall be required to pay the fair market value of Base Rent as reasonably determined by Landlord. Landlord’s Xxxxxxxx's consent to any Transfer shall be subject to the further condition that if the Minimum Rent and additional rent pursuant to such Transfer exceeds the Minimum Rent and additional rent payable under this Lease, 100% of the amount of such excess shall be paid to Landlord. If, pursuant to a permitted Transfer, Tenant shall reimburse Landlord’s reasonable attorneys’ fees receives from the transferee, either directly or indirectly, any consideration other than Minimum Rent and expenses incurred additional rent for such Transfer, either in connection with any Transfer by Tenantthe form of cash, goods, or services, Tenant shall, upon receipt thereof, pay to Landlord an amount equivalent to such consideration.

Transfer by Tenant. Except as otherwise provided in this Article 16, Tenant shall not enter intonot, consent toeither voluntarily or by operation of law, assign, hypothecate, or transfer this Lease, or sublet the Premises or any part thereof, or permit any Transfer, as hereinafter defined, without the prior written consent of Landlord in each instance, which consent shall not be unreasonably withheld, conditioned or delayed. For purposes of this Lease, “Transfer” means an assignment of this Lease in whole or in part; a sublease of all or any part of the Premises; a license for any use or occupancy of all or any part of the Premises; any transaction whereby the rights of Tenant under this Lease or to the Premises are transferred to another; any mortgage, pledge, hypothecation or encumbrance of this Lease or the Premises or any part thereof or other arrangement under which either this Lease or the Premises become security for any indebtedness or other obligations; or the occupancy of the Premises or any portion thereof to be occupied by anyone other than Tenant and its or Tenant’s employees. Notwithstanding the foregoing, without Landlord’s consent prior written consent, which shall not be unreasonably withheld or delayed, provided the proposed assignee or sublessee is reasonably satisfactory to Landlord as to credit and character and will occupy the Premises for purposes not inconsistent with the Permitted Use. Landlord shall be under no obligation to give or withhold consent until after all information reasonably required by Landlord with respect to the identity, background, experience and financial worth of the proposed assignee, transferee, or subtenant has been provided to Landlord. No hypothecation, assignment, sublease or other transfer to which Landlord has consented shall be effective for any purpose until such time as fully executed documents of such transaction have been provided to Landlord, and, in the event case of an assignment, the assignee has attorned directly to Landlord, or, in the case of a sublease, the sublessee has acknowledged that the sublease is subject to all of the terms and conditions of this Lease. Any assignment, mortgage, transfer or subletting of this Lease which is not in compliance with the provisions of this Article 16 shall be voidable and shall, at the option of Landlord, terminate this Lease. The consent by Landlord to an assignment or subletting shall not be construed as relieving Tenant from obtaining the express written consent of Landlord to any Transfer further assignment or subletting or as releasing Tenant from any liability or obligation hereunder, whether or not then accrued. Except as provided in this Article, this Lease shall be binding upon and inure to the benefit of the successors and assigns of the parties. The term “assignment” includes the following, whether accomplished directly or indirectly: (a) an entity then owned byif Tenant is a partnership or limited liability company, under common control withthe withdrawal or change, voluntarily, involuntarily or by operation of law, of a majority of the partners or members, or controlled by Tenanta transfer of a majority of ownership interests, in the aggregate on a cumulative basis, or any entity resulting from the merger dissolution of the partnership or limited liability company; and (b) if Tenant is a private corporation (i.e., whose stock is not publicly held and traded through an exchange or over the counter), the: (i) dissolution, merger, or consolidation of Tenant, provided that any such entity acquires all ; (ii) sale or substantially all other transfer of more than a cumulative aggregate of 50% of the assets voting shares of Tenant (other than to immediate family members by reason of gift or death); or (iii) sale, mortgage, hypothecation or pledge of more than a cumulative aggregate of 50% of Tenant’s business that is being conducted on the Premises as of the Effective Date, (b) any person or entity which acquires Tenant or substantially all of the assets of Tenant’s business that is being conducted on the Premises as of the Effective Date, or (c) or any entity owned directly or indirectly by The McClatchy Company, provided that any such entity acquires all or substantially all of the assets of Tenant’s business that is being conducted on the Premises as of the Effective Date; and provided, that in connection with any of the foregoing, such person or entity has a tangible net worth equal to or greater than The McClatchy Company as of the date of the Effective Date (as may be determined with reference to net worth as reflected on audited financial statements, or other documentation reasonably acceptable to Landlord) (a “Creditworthy Transferee”) or such person or entity causes a guaranty to be executed and delivered to Landlord by a Creditworthy Transfereeassets. Notwithstanding any Transfer, neither Tenant nor any Guarantor shall be released from any of its obligations under this Lease, except that to the extent that (i) the transferee expressly assumes in writing all of Tenant’s obligations under this Lease in a form reasonably acceptable to Landlord, (ii) the substitute guarantor, if any, expressly assumes in writing all of the Guarantor’s obligations under the Guarantor in a form reasonably acceptable to Landlord, (iii) the transferee or the substitute guarantor is a Creditworthy Transferee (collectively, the “Release Conditions”), then Tenant shall thereupon and without further agreement be released of all further liability under this Lease from and after the date of the satisfaction of the Release Conditions and Guarantor shall thereupon and without further agreement be released from all further liability under the Guaranty from and after the date of the Release Conditions. Except in the event of a Transfer pursuant to clauses (a), (b) or (c) above, no transferee shall be entitled to the zero sum Base Rent and any such transferee shall be required to pay the fair market value of Base Rent as reasonably determined by Landlord. Landlord’s consent to any Transfer shall be subject to the further condition that if the rent pursuant to such Transfer exceeds the rent payable under this Lease, 100% of the amount of such excess shall be paid to Landlord. Tenant shall reimburse Landlord’s reasonable attorneys’ fees and expenses incurred in connection with any Transfer by Tenant.16.2