Common use of Transfers; Consent Clause in Contracts

Transfers; Consent. Tenant shall not, without the prior written consent of Landlord, (1) assign, transfer, or encumber this Lease or any estate or interest herein, whether directly or by operation of law, (2) permit any other entity to become Tenant hereunder by merger, consolidation, or other reorganization, (3) if Tenant is an entity other than a corporation whose stock is publicly traded, permit the transfer of an ownership interest in Tenant so as to result in a change in the current control of Tenant, (4) sublet any portion of the Premises, (5) grant any license, concession, or other right of occupancy of any portion of the Premises, or (6) permit the use of the Premises by any parties other than Tenant (any of the events listed in Section 9.(a)(1) through 9.(a)(6) being a "Transfer"). If Tenant requests Landlord's consent to a Transfer, then Tenant shall provide Landlord with a written description of all terms and conditions of the proposed Transfer, copies of the proposed documentation, and the following information about the proposed transferee: name and address; reasonably satisfactory information about its business and business history; its proposed use of the Premises; banking, financial, and other credit information; and general references sufficient to enable Landlord to determine the proposed transferee's creditworthiness and character. Landlord shall not unreasonably withhold its consent to any assignment or subletting of the Premises, provided that the proposed transferee (A) is creditworthy, (B) has a good reputation in the business community, (C) does not engage in business similar to those of other tenants in the Buildings, and (D) is not another occupant of the Buildings or person or entity with whom Landlord is negotiating to lease space in the Buildings; otherwise, Landlord may withhold its consent in its sole discretion. Concurrently with Tenant's notice of any request for consent to a Transfer, Tenant shall pay to Landlord a fee of $500.00 to defray Landlord's expenses in reviewing such request, and Tenant shall also reimburse Landlord immediately upon request for its attorneys' fees incurred in connection with considering any request for consent to a Transfer. If Landlord consents to a proposed Transfer, then the proposed transferee shall deliver to Landlord a written agreement whereby it expressly assumes Tenant's obligations hereunder; however, any transferee of less than all of the space in the Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for the period of the Transfer. No Transfer shall release Tenant from its obligations under this Lease, but rather Tenant and its transferee shall be jointly and severally liable therefor. Landlord's consent to any Transfer shall not waive Landlord's rights as to any subsequent Transfers. If an Event of Default occurs while the Premises or any part thereof are subject to a Transfer, then Landlord, in addition to its other remedies, may collect directly from such transferee all rents becoming due to Tenant and apply such rents against Rent. Tenant authorizes its transferees to make payments of rent directly to Landlord upon receipt of notice from Landlord to do so. Tenant shall pay for the cost of any demising walls or other improvements necessitated by a proposed subletting or assignment.

Transfers; Consent. Other than permitted transfers as described below, Tenant shall not, without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed, (1) advertise that any portion of the Premises is available for lease (excluding the engagement of a real estate broker to market sublease space), (2) assign, transfer, or encumber this Lease or any estate or interest herein, herein whether directly or by operation of law, (2) permit any other entity to become Tenant hereunder by merger, consolidation, or other reorganization, (3) if Tenant is an entity other than a corporation whose stock is publicly traded, permit the transfer of an ownership interest in Tenant so as to result in a change in the current control of Tenant, (4) sublet any portion of the Premises, (5) grant any license, concession, or other right of occupancy of any portion of the Premises, or (6) permit the use of the Premises by any parties other than Tenant (any of the events listed in Section 9.(a)(1Sections 9.(a)(2) through 9.(a)(6) being a "“Transfer"”). If Tenant requests Landlord's ’s consent to a Transfer, then Tenant shall provide Landlord with a written description of all terms and conditions of the proposed Transfer, copies of the proposed documentation, and the following information about the proposed transferee: name and address; reasonably satisfactory information about its business and business history; its proposed use of the Premises; banking, financial, and other credit information; and general references sufficient to enable Landlord to determine the proposed transferee's creditworthiness ’s reputation and character. Landlord shall not unreasonably withhold its consent respond in writing to any assignment or subletting of the Premises, provided that the proposed transferee (A) is creditworthy, (B) has a good reputation in the business community, (C) does not engage in business similar to those of other tenants in the Buildings, and (D) is not another occupant of the Buildings or person or entity with whom Landlord is negotiating to lease space in the Buildings; otherwise, Landlord may withhold its consent in its sole discretion. Concurrently with Tenant's notice of any ’s request for consent to a Transfer, Transfer within ten (10) business days of receipt of written request therefor. Tenant shall pay to Landlord a fee of $500.00 to defray Landlord's expenses in reviewing such request, and Tenant shall also reimburse Landlord immediately upon request for its attorneys' ’ fees and other expenses incurred in connection with considering any request for its consent to a TransferTransfer (not to exceed $500 per request). Landlord shall not unreasonably withhold, delay or condition its consent except that Landlord may withhold or condition its consent if it reasonably determines that the proposed transferee or its use (including not by limitation the number of employees, hours of operation, parking requirements, electrical or other Building system requirements, conflicts or competition with existing tenants) is unacceptable, would burden the Building, or are incompatible with the Building or its occupants. If Landlord consents to a proposed Transfer, then the proposed transferee shall deliver to Landlord a written agreement whereby it expressly assumes the Tenant's ’s obligations hereunder; however, any transferee of less than all of the space in the Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for Transfer, and only to the period extent of the Transferrent it has agreed to pay Tenant therefor. No Landlord’s consent to a Transfer shall not release Tenant from performing its obligations under this Lease, but rather Tenant and its transferee shall be jointly and severally liable therefor. Landlord's ’s consent to any Transfer shall not waive Landlord's ’s rights as to any subsequent Transfers. If an Event of Default occurs while the Premises or any part thereof are subject to a Transfer, then Landlord, in addition to its other remedies, may collect directly from such transferee all rents becoming due to Tenant and apply such rents against Rent. Tenant authorizes its transferees to make payments of rent directly to Landlord upon Tenant’s receipt of notice from Landlord to do so. Tenant ; however, Landlord shall pay for the cost of not be obligated to accept separate Rent payments from any demising walls or other improvements necessitated transferees and may require that all Rent be paid directly by a proposed subletting or assignmentTenant.

Transfers; Consent. Tenant shall not, without the prior written consent of Landlord, (1a) assign, transfer, mortgage, hypothecate, or encumber this Lease or any estate or interest herein, whether directly directly, indirectly or by operation of law, (2) permit any other entity to become Tenant hereunder by merger, consolidation, or other reorganization, (3) if Tenant is an entity other than a corporation whose stock is publicly traded, permit the transfer of an ownership interest in Tenant so as to result in a change in the current control of Tenant, (4b) sublet any portion of the Premises, or (5c) grant any license, concession, or other right of occupancy of or with respect to any portion of the Premises, or (6) to permit the use of the Premises by any parties party other than Tenant or a Tenant Party (any each of the events listed in Section 9.(a)(1) through 9.(a)(6) this Paragraph 9.1 being referred to herein as a "Transfer"). If Tenant requests LandlordXxxxxxxx's consent to a any Transfer, then at least twenty (20) business days prior to the effective date of the proposed Transfer, Tenant shall provide Landlord with a written description of all terms and conditions of the proposed Transfer, copies of the proposed documentation, Transfer and the following additional information about the proposed transferee: name and address; as Landlord may reasonably satisfactory information about its business and business history; its proposed use of the Premises; banking, financial, and other credit information; and general references sufficient to enable Landlord to determine the proposed transferee's creditworthiness and characterrequest. Landlord shall not unreasonably withhold its consent to any assignment or subletting of the Premises, provided that the proposed transferee parties agree that it shall be reasonable for Landlord to withhold any such consent if, without limitation, Landlord determines in good faith that (A) the proposed transferee is not of a reasonable financial standing or is not creditworthy, (B) has the proposed Transfer would result in a good reputation in the business communitybreach of any obligation of Landlord, or (C) does not engage there is then in business similar to those effect, or has occurred at any time, an uncured Event of other tenants in the BuildingsDefault. Any Transfer made without Xxxxxxxx's consent shall be void and, and (D) is not another occupant at Landlord's election, shall constitute an Event of the Buildings or person or entity with whom Landlord is negotiating to lease space in the Buildings; otherwise, Landlord may withhold its consent in its sole discretionDefault by Tenant. Concurrently with Tenant's notice of any request for consent to a Transfer, Tenant shall also, within ten (10) days of written demand therefor, pay to Landlord $1,500 as a review fee of $500.00 to defray Landlord's expenses in reviewing such for each Transfer request, and Tenant shall also reimburse Landlord immediately upon request for its reasonable attorneys' fees and all other costs incurred in connection with considering any request for consent to a proposed Transfer. If Landlord consents to a proposed Transfer, then the proposed transferee shall deliver to Landlord a written an agreement in the form approved by Landlord whereby it the proposed transferee expressly assumes the Tenant's obligations hereunder; however, any transferee of less than all of the space in the Premises shall be liable only for obligations under this Lease that are properly allocable . Landlord's consent to the space subject to the Transfer for the period of the Transfer. No a Transfer shall not release Tenant from its any obligations under this Lease, but rather Tenant and its transferee shall be jointly and severally liable thereforfor all obligations under this Lease allocable to the space subject to such Transfer. LandlordXxxxxxxx's consent to any Transfer shall not waive Landlord's rights as to any subsequent Transfers. If an Event of Default occurs while In the Premises or any part thereof are subject to a Transfer, then Landlord, in addition to its other remedies, may collect directly from such transferee all rents becoming due to Tenant and apply such rents against Rent. Tenant authorizes its transferees to make payments of rent directly to Landlord upon receipt of notice from Landlord to do so. Tenant shall pay for the cost event of any demising walls or other improvements necessitated claim by a proposed subletting or assignmentTenant that Landlord has breached its obligations under this Paragraph 9.1, Xxxxxx's remedies shall be limited to recovery of its out-of-pocket damages and injunctive relief.

Transfers; Consent. Except as is otherwise set forth in this Section 9, Tenant shall not, without the prior written consent of Landlord, not to be unreasonably withheld or delayed, (1) assign, transfer, or encumber this Lease or any estate or interest herein, whether directly or by operation of law, ; (2) permit any other entity to become Tenant hereunder by merger, consolidation, or other reorganizationreorganization unless: the survivor of the merger has a net worth of at least the net worth of the Tenant on July 1, 1999, that Tenant gives Landlord notice at least ten (10) business days before such event, and such notice includes reasonable financial information relating to the surviving entity; (3) if Tenant is an entity other than a corporation whose stock is publicly traded, permit the transfer of an ownership interest in Tenant so as to result in a change in the current control of Tenant, ; (4) sublet any portion of the Premises, ; (5) grant any license, concession, or other right of occupancy of any portion of the Premises, ; or (6) permit the use of the Premises by any parties other than Tenant (any of the events listed in Section 9.(a)(19(a)(1) through 9.(a)(69(a)(6) being a "Transfer"). A sublease to Telecom Sales Associates, Inc., is hereby approved, but only for so long as the subleased space does not exceed forty percent (40%) of the total Premises leased to Tenant. Such approval is conditional upon the performance of each and every covenant of this Lease. If Tenant requests Landlord's consent to a Transfer, then Tenant shall provide Landlord with a written description of all terms and conditions of the proposed Transfer, copies of the proposed documentation, and the following information about the proposed transferee: name and address; reasonably satisfactory information about its business and business history; its proposed use of the Premises; banking, financial, and other credit information; and general references sufficient to enable Landlord to determine the proposed transferee's creditworthiness and character. Landlord shall not unreasonably withhold its consent to any assignment or subletting of the Premises, provided that the proposed transferee (A) is creditworthy, ; (B) has a good reputation in the business community, ; (C) does not engage in business similar to those of other tenants in the Buildings, Complex; and (D) is not another occupant of the Buildings Complex or person or entity with whom Landlord is negotiating to lease space in the BuildingsComplex; otherwise, Landlord may withhold its consent in its sole discretion. Concurrently with Tenant's notice of any request for consent to a Transfer, Tenant shall pay to Landlord a fee equal to the greater of (i) $500.00 to defray Landlord's 500.00, or (ii) all actual expenses incurred by Landlord in reviewing such request, and Tenant shall also reimburse Landlord immediately upon request for its including without limitation reasonable attorneys' fees incurred by Landlord in connection with considering any request for consent to a Transfer. If Landlord consents to a proposed Transfer, then the proposed transferee shall deliver to Landlord a written agreement whereby it expressly assumes Tenant's obligations hereunder; however, any transferee of less than all of the space in the Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for the period of the Transfer. No Transfer shall release Tenant from its obligations under this Lease, but rather Tenant and its transferee shall be jointly and severally liable therefor. Landlord's consent to any Transfer shall not waive Landlord's rights as to any subsequent Transfers. If an Event of Default occurs while the Premises or any part thereof are subject to a Transfer, then Landlord, in addition to its other remedies, may collect directly from such transferee all rents becoming due to Tenant and apply such rents against Rent. Tenant authorizes its transferees to make payments of rent directly to Landlord upon receipt of notice from Landlord to do so. Tenant shall pay for the cost of any demising walls or other improvements necessitated by a proposed subletting or assignment.

Transfers; Consent. Except for a Transfer to an Affiliate as provided in Section 10.f., Tenant shall not, without the prior written consent of LandlordLandlord (which Xxxxxxxx agrees will not be unreasonably withheld), (1i) assign, transfer, or encumber this Lease or any estate or interest herein, whether directly or by operation of law, (2ii) permit any other entity to become Tenant hereunder by merger, consolidation, or other reorganization, (3iii) if Tenant is an entity other than a corporation whose stock is publicly traded, permit the transfer of an ownership interest in Tenant so as to result in a change in the current control of Tenant, (4iv) sublet any portion of the Premises, or (5v) grant any license, concession, or other right of occupancy of any portion of the Premises, or (6) permit the use of the Premises by any parties other than Tenant to an Affiliate (any of the events listed in Section 9.(a)(1clauses (i) through 9.(a)(6(v) being a "“Transfer"”). If Tenant requests Landlord's Xxxxxxxx’s consent to a Transfer, then Tenant shall provide Landlord with a written description of all terms and conditions of the proposed Transfer, copies of the proposed documentation, and the following information about the proposed transferee: name and address; reasonably satisfactory information about its business and business history; its proposed use of the Premises; banking, financial, and other credit information; and general references sufficient other information reasonably necessary to enable Landlord to determine the proposed transferee's ’s creditworthiness and character. Landlord shall not unreasonably withhold its consent to any assignment or subletting of the Premises, provided that the proposed transferee (A) is creditworthy, (B) has a good reputation in the business community, (C) does not engage in business similar to those of other tenants in the Buildings, and (D) is not another occupant of the Buildings or person or entity with whom Landlord is negotiating to lease space in the Buildings; otherwise, Landlord may withhold its consent in its sole discretion. Concurrently with Tenant's notice of any request for consent to a Transfer, Tenant shall pay to Landlord a fee of $500.00 to defray Landlord's expenses in reviewing such request, and Tenant shall also reimburse Landlord immediately upon request for its reasonable attorneys' ’ fees and other expenses incurred in connection with considering any request for its consent to a Transfer, not to exceed $5,000. If Landlord consents to a proposed Transfer, then the proposed transferee shall deliver to Landlord a written agreement whereby it expressly assumes the Tenant's ’s obligations hereunderhereunder (unless such Transfer is by merger, operation of law or the sale of the stock of Tenant); however, any transferee of less than all of the space in the Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for Transfer, and only to the period extent of the Transferrent it has agreed to pay Tenant therefor. No Xxxxxxxx’s consent to a Transfer shall not release Tenant from performing its obligations under this Lease, but rather Tenant and its transferee shall be jointly and severally liable therefor. Landlord's Xxxxxxxx’s consent to any Transfer shall not waive Landlord's ’s rights as to any subsequent Transfers. If an Event of Default occurs while the Premises or any part thereof are subject to a Transfer, then Landlord, in addition to its other remedies, may collect collect, as long as such Event of Default remains uncured, directly from such transferee all rents becoming due to Tenant and apply such rents against Rent. If an Event of Default occurs, Tenant authorizes its transferees to make payments of rent directly to Landlord upon receipt of notice from Landlord to do so. Tenant shall pay for the cost of any demising walls or other improvements necessitated by a proposed subletting or assignment.

Transfers; Consent. Tenant shall not, without the prior written ------------------- consent of Landlord, Landlord (1which shall not be unreasonably withheld); (a) advertise that any portion of the Premises is available for lease; (b) assign, transfer, or encumber this Lease or any estate or interest herein, whether directly or by operation of law, ; (2c) permit any other entity to become Tenant hereunder by merger, consolidation, or other reorganization, ; (3d) if Tenant is an entity other than a corporation whose stock is publicly traded, permit the transfer of an ownership interest in Tenant so as to result in a change in the current control of Tenant, ; (4e) sublet any portion of the Premises, ; (5f) grant any license, concession, or other right of occupancy of any portion of the Premises, ; or (6g) permit the use of the Premises by any parties other than Tenant (any of the events listed in Section 9.(a)(1clauses (b) through 9.(a)(6(g) being a "Transfer"). If Tenant requests Landlord's -------- consent to a Transfer, then Tenant shall provide Landlord with a written description of all terms and conditions of the proposed Transfer, copies of the proposed documentation, and the following information about the proposed transferee: name and address; reasonably satisfactory information about its business and business history; its proposed use of the Premises; banking, financial, and other credit information; and general references sufficient to enable Landlord to determine the proposed transferee's creditworthiness experience and credit worthiness and character. Landlord shall not unreasonably withhold its consent to any assignment or subletting of the Premises, provided that the proposed transferee (A) is creditworthy, (B) has a good reputation in the business community, (C) does not engage in business similar to those of other tenants in the Buildings, and (D) is not another occupant of the Buildings or person or entity with whom Landlord is negotiating to lease space in the Buildings; otherwise, Landlord may withhold its consent in its sole discretion. Concurrently with Tenant's notice of any request for consent to a Transfer, Tenant shall pay to Landlord a fee of $500.00 to defray Landlord's expenses in reviewing such request, and Tenant shall also reimburse Landlord immediately upon request for its attorneys' fees and other expenses incurred in connection with considering any request for its consent to a Transfer. In no event shall the proposed Transfer be an existing tenant currently in the Building or at the Property and in no event shall the proposed Transfer be a person or entity with whom Landlord or its agent is negotiating and to or from whom Landlord or its agent has given or received any written or oral lease proposal within the past 6 months regarding leasing space in the Building. If Landlord consents to a proposed Transfer, then the proposed transferee shall deliver to Landlord a written agreement whereby it expressly assumes Tenant's obligations hereunder; however, any transferee of less than all of the space in the Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for Transfer, and only to the period extent of the Transferrent it has agreed to pay Tenant therefore. No Landlord's consent to a Transfer shall not release Tenant from performing its obligations under this Lease, but rather Tenant and its transferee shall be jointly and severally liable therefortherefore and Tenant shall execute any documents reasonably required by Landlord to confirm same. Landlord's consent to any Transfer shall not waive Landlord's rights as to any subsequent Transfers. If an Event of Default occurs while the Premises or any part thereof are subject to a Transfer, then Landlord, in addition to its other remedies, may collect directly from such transferee all rents becoming due to Tenant and apply such rents against Rent. Tenant authorizes its transferees to make payments of rent Rent directly to Landlord upon receipt of notice from Landlord to do so. Tenant shall pay for the cost of any demising walls or other improvements necessitated by a proposed subletting or assignment.

Transfers; Consent. Tenant shall not, without may with the prior AND written consent of LandlordLandlord (which Landlord shall not SUBLETTING unreasonably withhold or delay), (1i) assignadvertise that any portion of the Premises is available for lease, transfer(ii) assign or transfer this Lease, or encumber this Lease or any estate or interest herein, whether directly or by operation of law, (2) permit any other entity to become Tenant hereunder by merger, consolidation, or other reorganization, (3) if Tenant is an entity other than a corporation whose stock is publicly traded, permit the transfer of an ownership interest in Tenant so as to result in a change in the current control of Tenant, (4iii) sublet any portion of the Premises, (5) grant any license, concession, or other right of occupancy of any portion of the Premises, or (6) permit the use of the Premises by any parties other than Tenant (any of the events listed in Section 9.(a)(1Sections 10.(a)(ii) through 9.(a)(610.(a)(iii) being a "TransferTRANSFER"). Landlord shall not unreasonably withhold its consent to any assignment or subletting of the Premises to a party which (i) has a good credit standing and may reasonably be expected to fulfill the obligations of Tenant hereunder, (ii) has a good reputation in the business community, and (iii) will use the Premises for the purposes herein stated. If Tenant requests Landlord's consent to a Transfer, then Tenant shall provide Landlord with a written description of all terms and conditions of the proposed Transfer, copies of the proposed documentation, and the following information about the proposed transferee: name and address; reasonably satisfactory information about its business and business history; its proposed use of the Premises; banking, financial, financial and other credit information; and general references sufficient to enable Landlord to determine the proposed transferee's creditworthiness and character. Landlord shall not unreasonably withhold its consent to any assignment or subletting of the Premises, provided that the proposed transferee (A) is creditworthy, (B) has a good reputation in the business community, (C) does not engage in business similar to those of other tenants in the Buildings, and (D) is not another occupant of the Buildings or person or entity with whom Landlord is negotiating to lease space in the Buildings; otherwise, Landlord may withhold its consent in its sole discretion. Concurrently with Tenant's notice of any request for consent to a Transfer, Tenant shall pay to Landlord a fee of $500.00 to defray Landlord's expenses in reviewing such request, and Tenant shall also reimburse Landlord immediately upon request for its attorneys' fees and other expenses incurred in connection with considering any request for its consent to a Transfer. If Landlord consents to a proposed Transfer, then the proposed transferee shall deliver to Landlord a written agreement whereby it expressly assumes the Tenant's obligations hereunder; however, any transferee of less than all of the space in the Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for Transfer, and only to the period extent of the Transferrent it has agreed to pay Tenant therefor. No Landlord's consent to a Transfer shall not release Tenant from performing its obligations under this Lease, but rather Tenant and its transferee shall be jointly and severally liable therefor. Landlord's consent to any Transfer shall not waive Landlord's rights as to any subsequent Transfers. If an Event of Default occurs while the Premises or any part thereof are subject to a Transfer, then Landlord, in addition to its other remedies, may collect directly from such transferee all rents becoming due to Tenant and apply such rents against Rent. Rent and Tenant authorizes its transferees to make payments of rent Rent directly to Landlord upon receipt of notice from Landlord to do so. Tenant shall pay for the cost of any demising walls or other improvements necessitated by a proposed subletting or assignment.

Transfers; Consent. Tenant shall not, without the prior written consent of Landlord, (1a) assign, transfer, mortgage, hypothecate, or encumber this Lease or any estate or interest herein, whether directly directly, indirectly or by operation of law, (2) permit any other entity to become Tenant hereunder by merger, consolidation, or other reorganization, (3) if Tenant is an entity other than a corporation whose stock is publicly traded, permit the transfer of an ownership interest in Tenant so as to result in a change in the current control of Tenant, (4b) sublet any portion of the Premises, or (5c) grant any license, concession, or other right of occupancy of or with respect to any portion of the Premises, or (6) to permit the use of the Premises by any parties party other than Tenant or a Tenant Party (any each of the events listed in Section 9.(a)(1) through 9.(a)(6) this Paragraph 9.1 being referred to herein as a "Transfer"). If Tenant requests Landlord's consent to a any Transfer, then at least twenty (20) business days prior to the effective date of the proposed Transfer, Tenant shall provide Landlord with a written description of all terms and conditions of the proposed Transfer, copies of the proposed documentation, Transfer and the following additional information about the proposed transferee: name and address; as Landlord may reasonably satisfactory information about its business and business history; its proposed use of the Premises; banking, financial, and other credit information; and general references sufficient to enable Landlord to determine the proposed transferee's creditworthiness and characterrequest. Landlord shall not unreasonably withhold its consent to any assignment or subletting of the Premises, provided that the proposed transferee parties agree that it shall be reasonable for Landlord to withhold any such consent if, without limitation, Landlord determines in good faith that (A) the proposed transferee is not of a reasonable financial standing or is not creditworthy, (B) has the proposed Transfer would result in a good reputation in the business communitybreach of any obligation of Landlord, or (C) does not engage there is then in business similar to those effect, or has occurred at any time, an uncured Event of other tenants in the BuildingsDefault. Any Transfer made without Landlord's consent shall be void and, and (D) is not another occupant at Landlord's election, shall constitute an Event of the Buildings or person or entity with whom Landlord is negotiating to lease space in the Buildings; otherwise, Landlord may withhold its consent in its sole discretionDefault by Tenant. Concurrently with Tenant's notice of any request for consent to a Transfer, Tenant shall also, within ten (10) days of written demand therefor, pay to Landlord $1,500 as a review fee of $500.00 to defray Landlord's expenses in reviewing such for each Transfer request, and Tenant shall also reimburse Landlord immediately upon request for its reasonable attorneys' fees and all other costs incurred in connection with considering any request for consent to a proposed Transfer. If Landlord consents to a proposed Transfer, then the proposed transferee shall deliver to Landlord a written an agreement in the form approved by Landlord whereby it the proposed transferee expressly assumes the Tenant's obligations hereunder; however, any transferee of less than all of the space in the Premises shall be liable only for obligations under this Lease that are properly allocable . Landlord's consent to the space subject to the Transfer for the period of the Transfer. No a Transfer shall not release Tenant from its any obligations under this Lease, but rather Tenant and its transferee shall be jointly and severally liable thereforfor all obligations under this Lease allocable to the space subject to such Transfer. Landlord's consent to any Transfer shall not waive Landlord's rights as to any subsequent Transfers. If an Event of Default occurs while In the Premises or any part thereof are subject to a Transfer, then Landlord, in addition to its other remedies, may collect directly from such transferee all rents becoming due to Tenant and apply such rents against Rent. Tenant authorizes its transferees to make payments of rent directly to Landlord upon receipt of notice from Landlord to do so. Tenant shall pay for the cost event of any demising walls or other improvements necessitated claim by a proposed subletting or assignmentTenant that Landlord has breached its obligations under this Paragraph 9.1, Tenant's remedies shall be limited to recovery of its out-of-pocket damages and injunctive relief.

Transfers; Consent. Tenant shall not, without the prior written consent of Landlord, (1) assign, transfer, or encumber this Lease or any estate or interest herein, whether directly or by operation of law, (2) permit any other entity to become Tenant hereunder by merger, consolidation, or other reorganization, except as provided in Section 9.(d), (3) if Tenant is an entity other than a corporation whose stock is publicly traded, permit the transfer of an ownership interest in Tenant so as to result in a change in the current control of Tenant, except as provided in Section 9.(d), (4) sublet any portion of the Premises, (5) grant any license, concession, or other right of occupancy of any portion of the Premises, or (6) permit the use of the Premises by any parties other than Tenant (any of the events listed in Section 9.(a)(1) through 9.(a)(6) being a "Transfer"). If Tenant requests Landlord's consent to a Transfer, then Tenant shall provide Landlord with a written description of all terms and conditions of the proposed Transfer, copies of the proposed documentation, and the following information about the proposed transferee: name and address; reasonably satisfactory information about its business and business history; its proposed use of the Premises; banking, financial, and other credit information; and general references sufficient to enable Landlord to determine the proposed transferee's creditworthiness and character. Landlord shall not unreasonably withhold its consent to any assignment or subletting of the Premises, provided that the proposed transferee (A) is creditworthy, (B) has a good reputation in the business community, (C) does not engage in business similar to those of other tenants in the BuildingsComplex, and (D) is not another occupant of the Buildings Complex or person or entity with whom Landlord is negotiating to lease space in the BuildingsComplex; otherwise, Landlord may withhold its consent in its sole discretion. Concurrently with Tenant's notice of any request for consent to a Transfer, Tenant shall pay to Landlord a fee of $500.00 750 to defray Landlord's expenses in reviewing such request, and Tenant shall also reimburse Landlord immediately upon request for its attorneys' fees incurred in connection with considering any request for consent to a Transfer. If Landlord consents to a proposed Transfer, then the proposed transferee shall deliver to Landlord a written agreement whereby it expressly assumes Tenant's obligations hereunder; however, any transferee of less than all of the space in the Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for the period of the Transfer. No Transfer shall release Tenant from its obligations under this Lease, but rather Tenant and its transferee shall be jointly and severally liable therefor. Landlord's consent to any Transfer shall not waive Landlord's rights as to any subsequent Transfers. If an Event of Default occurs while the Premises or any part thereof are subject to a Transfer, then Landlord, in addition to its other remedies, may collect directly from such transferee all rents becoming due to Tenant and apply such rents against Rent. Tenant authorizes its transferees to make payments of rent directly to Landlord upon receipt of notice from Landlord to do so. Tenant shall pay for the cost of any demising walls or other improvements necessitated by a proposed subletting or assignment.

Transfers; Consent. Other than permitted transfers as described below, Tenant shall not, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, delayed or conditioned: (1) assign, transfer, or encumber this Lease or any estate or interest herein, herein whether directly or by operation of law, (2) permit any other entity to become Tenant hereunder by merger, consolidation, or other reorganization, (3) if Tenant is an entity other than a corporation whose stock is publicly traded, permit the transfer of an ownership interest in Tenant so as to result in a change in the current control of Tenant, (43) sublet any portion of the Premises, (54) grant any license, concession, or other right of occupancy of any portion of the Premises, or (65) permit the use of the Premises by any parties other than Tenant (any of the events listed in Section 9.(a)(1Sections 9(a)(1) through 9.(a)(69(a)(5) being a "“Transfer"”). Tenant shall notify Landlord in advance of publishing any advertisement that any portion of the Premises is available for lease; should Tenant fail to provide advance notice to Landlord of such advertisement, Landlord may require Tenant to withdraw such advertising for a period not to exceed 30 days (for purposes of clarification, failure to deliver prior notice to Landlord shall not be an Event of Default under this Lease, but failure to timely withdraw advertising if so required by Landlord pursuant to this sentence could mature into an Event of Default [following applicable notice and cure]). If Tenant requests Landlord's consent to a Transfer, then Tenant shall provide Landlord with a written description of all terms and conditions of the proposed Transfer, copies of the proposed documentation, and the following information about the proposed transferee: name and address; reasonably satisfactory information about its business and business history; its proposed use of the Premises; banking, financial, and other credit information; and general references sufficient to enable Landlord to determine the proposed transferee's creditworthiness reputation and character. Landlord shall not unreasonably respond in writing to Tenant’s request for a Transfer within ten (10) business days of receipt of written request therefor. It shall be presumed to be unreasonable for Landlord to withhold its consent to any assignment or subletting of a proposed Transfer in the Premises, provided that event the proposed transferee or subtenant: (A) is creditworthy, (Bi) has a tangible net worth (excluding good will) reasonably sufficient to allow for performance of its obligations following the proposed Transfer, (ii) will use the Premises for the Permitted Use and not for credit processing or telemarketing and will not use the Premises in any manner that would conflict with any exclusive use agreement or other similar agreement entered into by Landlord with any other tenant of the Building, (iii) will not use the Premises or Building in a manner that would materially increase the pedestrian or vehicular traffic to the Premises or Building, (iv) is proven by Tenant to not be in violation of any laws relating to terrorism or money laundering, and (v) does not have a demonstrably bad reputation in the business community, (C) does not engage in business similar to those of other tenants . Landlord specifically agrees that if a proposed transferee or sublicensee is already a tenant in the Buildings, and (D) Building or the International Business Park or is not another occupant of the Buildings or person or entity with whom Landlord is negotiating to lease an active prospect for space in another building in the BuildingsInternational Business Park, such fact shall not be a factor against Landlord’s approval thereof; otherwisenotwithstanding the foregoing, Landlord may withhold its consent in its sole discretion. Concurrently with Tenant's notice of any request for consent and absolute discretion to a Transferproposed Transfer to an active prospect for a lease in the Building directly from Landlord (“active prospect” means a prospect with whom Landlord can demonstrate that negotiations have been ongoing, and the last communication from such prospect to Landlord was not longer than 120 days prior to the time Tenant proposes such prospect). Tenant shall pay to Landlord a fee of $500.00 to defray Landlord's expenses in reviewing such request, and Tenant shall also reimburse Landlord immediately upon request for its reasonable attorneys' fees (not to exceed $1,000 per request) and other reasonable expenses incurred in connection with considering any request for its consent to a Transfer. If Landlord consents to a proposed Transfer, then the proposed transferee shall deliver to Landlord a written agreement whereby it expressly assumes the Tenant's obligations hereunder; however, any transferee of less than all of the space in the Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for Transfer, and only to the period extent of the Transferrent it has agreed to pay Tenant therefor. No Landlord's consent to a Transfer shall not release Tenant from performing its obligations under this Lease, but rather Tenant and its transferee shall be jointly and severally liable therefor. Landlord's consent to any Transfer shall not waive Landlord's rights as to any subsequent Transfers. If an Event of Default occurs while the Premises or any part thereof are subject to a Transfer, then Landlord, in addition to its other remedies, may collect directly from such transferee all rents becoming due to Tenant and apply such rents against RentRent so long as such Event of Default is continuing. In such case, Tenant authorizes its transferees to make payments of rent directly to Landlord upon Tenant’s receipt of notice from Landlord to do so. Tenant ; however, Landlord shall pay for the cost of not be obligated to accept separate Rent payments from any demising walls or other improvements necessitated transferees and may require that all Rent be paid directly by a proposed subletting or assignmentTenant.

Transfers; Consent. Tenant shall not, without the prior written consent of Landlord, . (1) assign, transfer, or encumber this Lease or any estate or interest herein, whether directly or by operation of law, (2) permit any other entity to become Tenant hereunder by merger, consolidation, or other reorganization, (3) if Tenant is an entity other than a corporation whose stock is publicly traded, permit the transfer of an ownership interest in Tenant so as to result in a change in the current control of Tenant, (4) sublet any portion of the Premises, Premises (5) grant any license, concession, or other right of occupancy of any portion of the Premises, or (6) permit the use of the Premises by any parties other than Tenant (any of the events listed Listed in Section 9.(a)(19.(a)(l) through 9.(a)(4), 9.(a)(5), 9.(a)(6) being a "Transfer"). However, the foregoing, specifically as noted in 9(a)(6) above shall not apply to Tenant's affiliated companies, provided (1) in Landlord's sole and absolute discretion the proposed transferee's use is consistent with the nature and operation of the Building, (2) is of a creditworthiness equal to or greater than Tenant, (3) operates the same business as Tenant and does not conflict with any exclusive use rights which may exist in the Building, and (4) Tenant provides the documentation relative to the proposed transferee as provided in the next sentence of this Article 9(a). If Tenant requests Landlord's consent to a Transfer, then Tenant shall provide Landlord with a written description of all terms and conditions of the proposed Transfer, copies of the proposed documentation, and the following information about the proposed transferee: name and address; reasonably satisfactory information about its business and business history; , its proposed use of the Premises; banking, financial, . and other credit information; and general references sufficient to enable Landlord to determine the proposed transferee's creditworthiness and character. Landlord shall not unreasonably withhold its consent to any assignment or subletting of the Premises, provided that the proposed transferee (A) is creditworthy, (B) has a good reputation in the business community, (C) does not engage in business similar to those of other tenants in the BuildingsBuilding, and (D) is not another occupant of the Buildings or person or entity with whom Landlord is negotiating to lease space in the BuildingsBuilding; otherwise, Landlord may withhold its consent in its sole discretion. Concurrently with Tenant's Tenants notice of any request for consent to a Transfer, Tenant shall pay to Landlord a fee of $500.00 75.00 to defray Landlord's expenses in reviewing such request, and Tenant shall also reimburse Landlord immediately upon request for its attorneys' fees incurred in connection with considering any request for consent to a Transfer. If Landlord consents to a proposed Transfer, then the proposed transferee shall deliver to Landlord a written agreement whereby it expressly assumes Tenant's the Tenants obligations hereunder; , however, any transferee of less than all of the space in the Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for the period of the Transfer. No Landlord's consent to a Transfer shall not release Tenant from its obligations under this Lease, but rather Tenant and its transferee shall be jointly and severally liable therefor. In the event, however, Tenant assigns this Lease to a non-related 3rd party, acceptable to Landlord, in Landlord's sole and absolute discretion, Landlord at is option may elect to release Tenant from this Lease. Landlord's consent to any Transfer shall not waive Landlord's rights as to any subsequent Transfers. If an Event of Default occurs while the Premises or any part thereof are subject to a Transfer, then Landlord, in addition to its other remedies, may collect directly from such transferee all rents becoming due to Tenant and apply such rents against Rent. Tenant authorizes its transferees to make payments of rent directly to Landlord upon receipt of notice from Landlord to do so. Tenant shall pay for the cost of any demising walls or other improvements necessitated by a proposed subletting or assignment.

Transfers; Consent. Tenant shall not, without the prior written consent of LandlordLandlord (which Landlord may grant or deny in its sole discretion), (1I) advertise that any portion of the Premises is available for lease, (2) assign, transfer, or encumber this Lease or any estate or interest herein, whether directly or by operation of law, (23) permit any other entity to become Tenant hereunder by merger, consolidation, or other reorganization, (34) if Tenant is an entity other than a corporation whose stock is publicly traded, permit the transfer of an ownership interest in Tenant so as to result in a change in the current control of Tenant, (45) sublet sub let any portion of the Premises, (56) grant any license, concession, or other right of occupancy of any portion of the Premises, or (67) permit the use of the Premises by any parties other than Tenant (any of the events listed in Section 9.(a)(1Sections IO.(a)(2) through 9.(a)(610.(a)(7) being a "Transfer"). If Tenant requests LandlordLandlord 's consent to a Transfer, then Tenant shall provide Landlord with ​ ​ ​ ​ ​ ​ ​ a written description of all terms and conditions of the proposed Transfer, copies of the proposed documentation, and the following information about the proposed transferee: name and address; reasonably satisfactory information about its business and business history; its proposed use of the Premises; banking, financial, and other credit information; and general references sufficient to enable Landlord to determine the proposed transferee's creditworthiness creditwo1thiness and character. Landlord shall not unreasonably withhold its consent to any assignment or subletting of the Premises, provided that the proposed transferee (A) is creditworthy, (B) has a good reputation in the business community, (C) does not engage in business similar to those of other tenants in the Buildings, and (D) is not another occupant of the Buildings or person or entity with whom Landlord is negotiating to lease space in the Buildings; otherwise, Landlord may withhold its consent in its sole discretion. Concurrently with Tenant's notice of any request for consent to a Transfer, Tenant shall pay to Landlord a fee of $500.00 to defray Landlord's expenses in reviewing such request, and Tenant shall also reimburse Landlord immediately upon request for its attorneys' fees and other expenses including a transfer, which will not exceed $500 per transfer incurred in connection with considering any request for its consent to a Transfer. If Landlord consents to a proposed Transfer, then the proposed transferee shall deliver to Landlord a written agreement whereby it expressly assumes Tenant's obligations hereunder; however, any transferee of less than all of the space in the Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for Transfer, and only to the period extent of the Transferrent it has agreed to pay Tenant therefore. No Landlord's consent to a Transfer shall not release Tenant from performing its obligations under this Lease, but rather Tenant and its transferee shall be jointly and severally liable therefortherefore. Landlord's consent to any Transfer shall not waive Landlord's rights as to any subsequent Transfers. If an Event of Default occurs while the Premises or any part thereof are subject to a Transfer, then Landlord, in addition to its other remedies, may collect directly from such transferee all rents becoming due to Tenant and apply such rents against Rent. Tenant authorizes its transferees to make payments of rent directly to Landlord upon receipt of notice from Landlord to do so. Tenant shall pay for the cost of any demising walls or other improvements necessitated by a proposed subletting or assignment.

Transfers; Consent. Tenant shall not, without the prior written consent of LandlordLandlord (which Landlord may grant or deny in its sole discretion), (1i) advertise that any portion of the Premises is available for lease, (ii) assign, transfer, or encumber this Lease or any estate or interest herein, whether directly or by operation of law, (2iii) permit any other entity to become Tenant hereunder by merger, consolidation, or other reorganization, (3iv) if Tenant is an entity other than a corporation whose stock is publicly traded, permit the transfer of an ownership interest in Tenant so as to result in a change in the current control of Tenant, (4v) sublet any portion of the Premises, (5vi) grant any license, concession, or other right of occupancy of any portion of the Premises, or (6vii) permit the use of the Premises by any parties other than Tenant (any of the events listed in Section 9.(a)(1clauses (ii) through 9.(a)(6(vii) being a "Transfer"). Notwithstanding the foregoing provisions, Landlord shall not unreasonably withhold such consent to such sublessee or assignee if (1) the creditworthiness of such sublessee or assignee is equal or greater to the creditworthiness of Tenant as determined by Landlord, (2) any such sublessee or assignee is of a character, kind and type customarily found in first-class office buildings in Fort Worth, Texas, (3) such sublease or assignment does not violate any lease agreement with any other tenant or potential tenant with which Landlord has entered into a lease or a letter of intent (as applicable) in the Building, and (4) the use of the Premises by such proposed assignee or sublessee is permitted under this Lease. Without limiting the foregoing, in no event shall the following be considered as suitable assignees or sublessees under this subsection a: any party with whom Landlord has, within the prior ninety (90) days, been actively negotiating to lease space in the Building directly from Landlord; any health care professional or health care service organization; schools or similar organizations; employment agencies; radio, television or other communication stations; restaurants; and retailers offering retail services from the Premises. Tenant shall, however, have the absolute and unconditional right to assign or sublease the Premises or any portion thereof to a corporation that is controlled by, controlling, or under common control with, Tenant, or is the surviving corporation in a merger, consolidation or other reorganization involving Tenant, or is the purchaser of all or substantially all of Tenant's assets. If Tenant requests Landlord's consent to a Transfer, then Tenant shall provide Landlord with a written description of all terms and conditions of the proposed Transfer, copies of the proposed documentation, and the following information about the proposed transferee: name and address; reasonably satisfactory information about its business and business history; its proposed use of the Premises; banking, financial, and other credit informationinformation reasonably available to Tenant; and general references sufficient to enable Landlord to determine the proposed transferee's creditworthiness and character. Landlord shall not unreasonably withhold its consent to any assignment or subletting of the Premises, provided that the proposed transferee (A) is creditworthy, (B) has a good reputation in the business community, (C) does not engage in business similar to those of other tenants in the Buildings, and (D) is not another occupant of the Buildings or person or entity with whom Landlord is negotiating to lease space in the Buildings; otherwise, Landlord may withhold its consent in its sole discretion. Concurrently with Tenant's notice of any request for consent to a Transfer, Tenant shall pay to Landlord a fee of $500.00 to defray Landlord's expenses in reviewing such request, and Tenant shall also reimburse Landlord immediately upon request for its reasonable attorneys' fees and other reasonable expenses incurred in connection with considering any request for its consent to a Transfer. If Landlord consents to a proposed Transfer, then the proposed transferee shall deliver to Landlord a written agreement whereby it expressly assumes the Tenant's obligations hereunder; however, any transferee of less than all of the space in the Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for Transfer, and only to the period extent of the Transfer. No Transfer shall release rent it has agreed to pay Tenant from its obligations under this Lease, but rather Tenant and its transferee shall be jointly and severally liable therefor. Landlord's consent to any Transfer shall not waive Landlord's rights as to any subsequent Transfers. If an Event of Default occurs while the Premises or any part thereof are subject to a Transfer, then Landlord, in addition to its other remedies, may collect directly from such transferee all rents becoming due to Tenant and apply such rents against Rent. Tenant authorizes its transferees to make payments of rent directly to Landlord upon receipt of notice from Landlord to do so. Tenant shall pay for the cost of any demising walls or other improvements necessitated by a proposed subletting or assignment.

Transfers; Consent. Other than permitted transfers as described below, Tenant shall not, without the prior written consent of Landlord, which consent shall not unreasonably withheld, delayed or conditioned, (1) advertise that any portion of the Premises is available for lease, (2) assign, transfer, or encumber this Lease or any estate or interest herein, herein whether directly or by operation of law, (2) permit any other entity to become Tenant hereunder by merger, consolidation, or other reorganization, (3) if Tenant is an entity other than a corporation whose stock is publicly traded, permit the transfer of an ownership interest in Tenant so as to result in a change in the current control of Tenant, (4) sublet any portion of the Premises, (5) grant any license, concession, or other right of occupancy of any portion of the Premises, or (6) 6 permit the use of the Premises by any parties other than Tenant (any of the events listed in Section 9.(a)(1Sections 9.(a)(2) through 9.(a)(6) being a "“Transfer"”). If Tenant requests Landlord's ’s consent to a Transfer, then Tenant shall provide Landlord with a written description of all terms and conditions of the proposed Transfer, copies of the proposed documentation, and the following information about the proposed transferee: name and address; reasonably satisfactory information about its business and business history; its proposed use of the Premises; banking, financial, and other credit information; and general references sufficient to enable Landlord to determine the proposed transferee's creditworthiness ’s reputation and character. Landlord shall not unreasonably withhold its consent respond in writing to any assignment or subletting of the Premises, provided that the proposed transferee (A) is creditworthy, (B) has a good reputation in the business community, (C) does not engage in business similar to those of other tenants in the Buildings, and (D) is not another occupant of the Buildings or person or entity with whom Landlord is negotiating to lease space in the Buildings; otherwise, Landlord may withhold its consent in its sole discretion. Concurrently with Tenant's notice of any ’s request for consent to a Transfer, Transfer within ten (10) business days of receipt of written request therefor. Tenant shall pay to Landlord a fee of $500.00 to defray Landlord's expenses in reviewing such request, and Tenant shall also reimburse Landlord immediately upon request for its attorneys' ’ fees (not to exceed $1,000 per request) and other expenses incurred in connection with considering any request for its consent to a Transfer. Landlord shall not unreasonably withhold, delay or condition its consent except that Landlord may withhold or condition its consent if it reasonably determines that the proposed transferee or its use (including not by limitation the number of employees, hours of operation, parking requirements, electrical or other Building system requirements, conflicts or competition with existing tenants) is unacceptable, would burden the Building, or are incompatible with the Building or its occupants. If Tenant requests Landlord’s consent to a transfer and Landlord denies such request, then Tenant shall have the right to terminate the lease by giving Landlord thirty (30) days written notice of intent to terminate and paying to Landlord at the time of such notice all the Rent due to Landlord under the Lease for the remainder of the Term. If Landlord consents to a proposed Transfer, then the proposed transferee shall deliver to Landlord a written agreement whereby it expressly assumes the Tenant's ’s obligations hereunder; however, any transferee of less than all of the space in the Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for Transfer, and only to the period extent of the Transferrent it has agreed to pay Tenant therefor. No Landlord’s consent to a Transfer shall not release Tenant from performing its obligations under this Lease, but rather Tenant and its transferee shall be jointly and severally liable therefor. Landlord's ’s consent to any Transfer shall not waive Landlord's ’s rights as to any subsequent Transfers. If an Event of Default occurs while the Premises or any part thereof are subject to a Transfer, then Landlord, in addition to its other remedies, may collect directly from such transferee all rents becoming due to Tenant and apply such rents against Rent. Tenant authorizes its transferees to make payments of rent directly to Landlord upon Tenant’s receipt of notice from Landlord to do so. Tenant ; however, Landlord shall pay for the cost of not be obligated to accept separate Rent payments from any demising walls or other improvements necessitated transferees and may require that all Rent be paid directly by a proposed subletting or assignmentTenant.

Transfers; Consent. Tenant shall ------------------ AND not, without the prior written consent of LandlordSUBLETING Landlord (which shall not be unreasonably withheld) (i) advertise that any portion of the Premises is available for lease, (1ii) assign, transfer, or encumber this Lease or any estate or interest herein, whether directly or by operation of law, (2iii) permit any other entity to become Tenant hereunder by merger, consolidation, or other reorganization, (3iv) if Tenant is an entity other than a corporation whose stock is publicly traded, permit the transfer of an ownership interest in Tenant so as to result in a change in the current control of Tenant, (4v) sublet any portion of the Premises, (5vi) grant any license, concession, or other right of occupancy of any portion of the Premises, or (6vii) permit the use of the Premises by any parties other than Tenant (any of the events listed in Section 9.(a)(1clauses (i) through 9.(a)(6(vii) being a "Transfer"). If Tenant requests Landlord's consent to a Transfer, then Tenant shall provide Landlord with a written description of all terms and conditions of the proposed Transfer, copies of the proposed documentation, and the following information about the proposed transferee: name and address; reasonably satisfactory information about its business and business history; its proposed use of the Premises; banking, financial, and other credit information; and general references sufficient to enable Landlord to determine the proposed transferee's creditworthiness credit worthiness and character. Landlord shall not unreasonably withhold its consent to any assignment or subletting of the Premises, provided that the proposed transferee (A) is creditworthy, (B) has a good reputation in the business community, (C) does not engage in business similar to those of other tenants in the Buildings, and (D) is not another occupant of the Buildings or person or entity with whom Landlord is negotiating to lease space in the Buildings; otherwise, Landlord may withhold its consent in its sole discretion. Concurrently with Tenant's notice of any request for consent to a Transfer, Tenant shall pay to Landlord a fee of $500.00 to defray Landlord's expenses in reviewing such request, and Tenant shall also reimburse Landlord immediately upon request for its reasonable attorneys' fees and other expenses incurred in connection with considering any request for its consent to a Transfer. If Landlord consents to a proposed Transfer, then the proposed transferee shall deliver to Landlord a written agreement whereby it expressly assumes the Tenant's obligations hereunder; however, any transferee of less than all of the space in the Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for Transfer, and only to the period extent of the Transferrent it has agreed to pay Tenant therefor. No Landlord's consent to a Transfer shall not release Tenant from performing its obligations under this Lease, but rather Tenant and its transferee shall be jointly and severally liable therefor. Landlord's consent to any Transfer shall not waive Landlord's rights as to any subsequent Transfers. If an Event of Default occurs while the Premises or any part thereof are subject to a Transfer, then Landlord, in addition to its other remedies, may collect directly from such transferee all rents becoming due to Tenant and apply such rents against Rent. Tenant authorizes its transferees to make payments of rent directly to Landlord upon receipt of notice from Landlord to do so. Tenant shall pay for the cost of any demising walls or other improvements necessitated by a proposed subletting or assignment.

Transfers; Consent. Other than permitted transfers as described below, Tenant shall not, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, delayed or conditioned, 1) advertise that any portion of the Premises is available for lease, (12) assign, transfer, or encumber this Lease or any estate or interest herein, herein whether directly or by operation of law, (2) permit any other entity to become Tenant hereunder by merger, consolidation, or other reorganization, (3) if Tenant is an entity other than a corporation whose stock is publicly traded, permit the transfer of an ownership interest in Tenant so as to result in a change in the current control of Tenant, (4) sublet any portion of the Premises, (5) grant any license, concession, or other right of occupancy of any portion of the Premises, or (6) permit the use of the Premises by any parties other than Tenant (any of the events listed in Section 9.(a)(1Sections 9.(a)(2) through 9.(a)(6) being a "Transfer"). If Tenant requests Landlord's consent to a Transfer, then Tenant shall provide Landlord with a written description of all terms and conditions of the proposed Transfer, copies of the proposed documentation, and the following information about the proposed transferee: name and address; reasonably satisfactory information about its business and business history; its proposed use of the Premises; banking, financial, and other credit information; and general references sufficient to enable Landlord to determine the proposed transferee's creditworthiness reputation and character. Landlord shall not unreasonably withhold its consent respond in writing to any assignment or subletting of the Premises, provided that the proposed transferee (A) is creditworthy, (B) has a good reputation in the business community, (C) does not engage in business similar to those of other tenants in the Buildings, and (D) is not another occupant of the Buildings or person or entity with whom Landlord is negotiating to lease space in the Buildings; otherwise, Landlord may withhold its consent in its sole discretion. Concurrently with Tenant's notice of any ’s request for consent to a Transfer, Transfer within ten (10) business days of receipt of written request therefor. Tenant shall pay to Landlord a fee of $500.00 to defray Landlord's expenses in reviewing such request, and Tenant shall also reimburse Landlord immediately upon request for its attorneys' fees (not to exceed $1,000 per request) and other expenses incurred in connection with considering any request for its consent to a Transfer. Landlord shall not unreasonably withhold, delay or condition its consent except that Landlord may withhold or condition its consent if it reasonably determines that the proposed transferee or its use (including not by limitation the number of employees, hours of operation, parking requirements, electrical or other Building system requirements, conflicts or competition with existing tenants) is unacceptable, would burden the Building, or are incompatible with the Building or its occupants. If Tenant requested Landlord's consent to a transfer and Landlord denies such request, then Tenant shall have the right to terminate the Lease by giving Landlord thirty (30) days written notice of intent to terminate and paying to Landlord at the time of such notice all the Rent due to Landlord under the Lease for the remainder of the Term. If Landlord consents to a proposed Transfer, then the proposed transferee shall deliver to Landlord a written agreement whereby it expressly assumes the Tenant's obligations hereunder; however, any transferee of less than all of the space in the Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for Transfer, and only to the period extent of the Transferrent it has agreed to pay Tenant therefor. No Landlord's consent to a Transfer shall not release Tenant from performing its obligations under this Lease, but rather Tenant and its transferee shall be jointly and severally liable therefor. Landlord's consent to any Transfer shall not waive Landlord's rights as to any subsequent Transfers. If an Event of Default occurs while the Premises or any part thereof are subject to a Transfer, then Landlord, in addition to its other remedies, may collect directly from such transferee all rents becoming due to Tenant and apply such rents against Rent. Tenant authorizes its transferees to make payments of rent directly to Landlord upon Tenant’s receipt of notice from Landlord to do so. Tenant ; however, Landlord shall pay for the cost of not be obligated to accept separate Rent payments from any demising walls or other improvements necessitated transferees and may require that all Rent be paid directly by a proposed subletting or assignmentTenant.

Transfers; Consent. Tenant shall not, without the prior written consent of Landlord, (1a) assign, transfer, mortgage, hypothecate, or encumber this Lease or any estate or interest herein, whether directly directly, indirectly or by operation of law, (2b) permit any other entity to become a Tenant hereunder by merger, consolidation, or other reorganization, (3c) if Tenant is an a corporation, partnership, limited liability company, limited liability partnership, trust, association or other business entity (other than a corporation whose stock is publicly traded), permit permit, directly or indirectly, the transfer of an any ownership interest in Tenant so as to result in (i) a change in the current control of Tenant, (4ii) a transfer of twenty-five percent (25%) or more in the aggregate in any twelve (12) month period in the beneficial ownership of such entity or (iii) a transfer of all or substantially all of the assets of Tenant, (d) sublet any portion of the Premises, or (5e) grant any license, concession, or other right of occupancy of or with respect to any portion of the Premises, or (6f) permit the use of the Premises by any parties party other than Tenant or a Tenant Party (any each of the events listed in Section 9.(a)(1) through 9.(a)(6) this Paragraph 9.1 being referred to herein as a "TransferTRANSFER"). If Tenant requests Landlord's consent At least twenty (20) business days prior to a the effective date of any proposed Transfer, then Tenant shall provide Landlord with a written description of all terms and conditions of the proposed TransferTransfer and all consideration therefor, copies of the proposed documentation, and the following such information about the proposed transferee: name and address; reasonably satisfactory information about its business and business history; its proposed use of the Premises; banking, financial, and other credit information; and general references sufficient to enable Landlord to determine the proposed transferee's creditworthiness and character. Landlord shall not unreasonably withhold its consent to any assignment or subletting of the Premises, provided that the proposed transferee (A) is creditworthy, (B) has a good reputation in the business community, (C) does not engage in business similar to those of other tenants in the Buildings, and (D) is not another occupant of the Buildings or person or entity with whom Landlord is negotiating to lease space in the Buildings; otherwise, as Landlord may withhold its reasonably require. Any Transfer made without Landlord's consent in its sole discretionshall be void and shall constitute an Event of Default by Tenant. Concurrently with Tenant's notice of any request for consent to a Transfer, Tenant shall pay to Landlord $500 as a review fee of $500.00 to defray Landlord's expenses in reviewing such for each Transfer request, and Tenant shall also reimburse Landlord immediately upon request for its reasonable attorneys' fees and all other costs incurred in connection with considering any request for consent to a proposed Transfer. If Landlord consents Landlord's consent to a proposed Transfer, then the proposed transferee shall deliver to Landlord a written agreement whereby it expressly assumes Tenant's obligations hereunder; however, any transferee of less than all of the space in the Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for the period of the Transfer. No Transfer shall not release Tenant from its obligations under this Lease, but rather Tenant and Lease (or any guarantor of this Lease of its transferee shall be jointly and severally liable thereforobligations with respect thereto). Landlord's consent to any Transfer shall not waive Landlord's rights as to any subsequent Transfers. If an Event of Default occurs while the Premises or any part thereof are subject to a Transfer, then Landlord, in addition to its other remedies, may collect directly from such transferee all rents becoming due to Tenant and apply such rents against Rent. Tenant authorizes its transferees to make payments of rent directly to Landlord upon receipt of notice from Landlord to do so. Tenant shall pay for the cost of any demising walls or other improvements necessitated by a proposed subletting or assignment.

Transfers; Consent. Tenant shall not, without the prior written consent of LandlordLandlord (which Landlord agrees will not be unreasonably withheld or delayed), (1i) advertise that any portion of the Premises is available for lease; (ii) assign, transfer, or encumber this Lease or any estate or interest herein, whether directly or by operation of law, (2) permit any other entity to become Tenant hereunder by merger, consolidation, or other reorganization, (3iii) if Tenant is an entity other than a corporation whose stock is publicly traded, permit the transfer of an ownership interest in Tenant so as to result in a change in the current control of Tenant, (4iv) sublet any portion of the PremisesPremises without Landlord's consent, not to be unreasonably withheld or delayed, (5v) grant any license, concession, or other right of occupancy of any portion of the Premises, or (6vi) permit the use of the Premises by any parties other than Tenant (any of the events listed in Section 9.(a)(1clauses (ii) through 9.(a)(6(vi) being a "Transfer"). If Tenant requests Landlord's consent to a Transfer, then Tenant shall provide Landlord with a written description of all material terms and conditions of the proposed Transfer, copies of the proposed documentation, and the following information about the proposed transferee: name and address; reasonably satisfactory information about its business and business history; its proposed use of the Premises; banking, financial, and other credit information; and general references sufficient to enable Landlord to determine the proposed transferee's creditworthiness and character. Landlord shall not unreasonably withhold its consent to any assignment or subletting of the Premises, provided that the proposed transferee (A) is creditworthy, (B) has a good reputation in the business community, (C) does not engage in business similar to those of other tenants in the Buildings, and (D) is not another occupant of the Buildings or person or entity with whom Landlord is negotiating to lease space in the Buildings; otherwise, Landlord may withhold its consent in its sole discretion. Concurrently with Tenant's notice of any request for consent to a Transfer, Tenant shall pay to Landlord a fee of $500.00 to defray Landlord's expenses in reviewing such request, and Tenant shall also reimburse Landlord immediately upon request for its reasonable attorneys' fees and other expenses incurred in connection with considering any request for its consent to a Transfer. If Landlord consents to a proposed Transfer, then the proposed transferee shall deliver to Landlord a written agreement whereby it expressly assumes the Tenant's obligations hereunder; however, any transferee of less than all of the space in the Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for Transfer, and only to the period extent of the Transferrent it has agreed to pay Tenant therefor. No Landlord's consent to a Transfer shall not release Tenant from performing its obligations under this Lease, but rather Tenant and its transferee shall be jointly and severally liable therefor. Landlord's consent to any Transfer shall not waive Landlord's rights as to any subsequent Transfers. If an Event of Default occurs while the Premises or any part thereof are subject to a Transfer, then Landlord, in addition to its other remedies, may collect collect, as long as such Event of Default remains uncured, directly from such transferee all rents becoming due to Tenant and apply such rents against Rent. Tenant authorizes its transferees to make payments of rent directly to Landlord upon receipt of notice from Landlord to do so. Tenant shall pay for the cost of any demising walls or other improvements necessitated by a proposed subletting or assignment.

Transfers; Consent. Except as allowed under Section 9(a), Tenant ------------------ shall not, without the prior written consent of Landlord, (1) assign, transfer, or encumber this Lease or any estate or interest herein, whether directly or by operation of law, (2) permit any other entity to become Tenant hereunder by merger, consolidation, or other reorganization, (3) if Tenant is an entity other than a corporation whose stock is publicly traded, permit the transfer of an ownership interest in Tenant so as to result in a change in the current control of Tenant, (4) sublet any portion of the Premises, (5) grant any license, concession, or other right of occupancy of any portion of the Premises, or (6) permit the use of the Premises by any parties other than Tenant (any of the events listed in Section 9.(a)(19.(b)(1) through 9.(a)(69.(b)(6) being a "Transfer"). If -------- Tenant requests Landlord's consent to a Transfer, then Tenant shall provide Landlord with a written description of all terms and conditions executed documentation of the proposed Transfer, copies of the proposed documentation, and the following information about the proposed transferee: name and address; reasonably satisfactory information about its business and business history; its proposed use of the Premises; banking, financial, and other credit information; and general references sufficient to enable Landlord to determine the proposed transferee's creditworthiness and character. Landlord shall not unreasonably withhold its consent to any assignment or subletting of the Premises, provided that the proposed transferee (A) is creditworthy, (B) has a good reputation in the business community, (C) does not engage in business similar to those of the Landlord, any affiliate of the Landlord, or of other tenants in the BuildingsBuilding, and (D) is not another occupant of the Buildings Building or person or entity with whom Landlord is negotiating to lease space in the BuildingsBuilding; otherwise, Landlord may withhold its consent in its sole discretion. Concurrently with Tenant's notice of any request for consent to a Transfer, Tenant shall pay to Landlord a fee of $500.00 to defray Landlord's expenses in reviewing such request, and Tenant shall also (i) reimburse Landlord immediately upon request for its reasonable attorneys' fees incurred in connection with considering any request for consent to a Transfer, and (ii) shall provide Landlord with the Security Deposit required under Section 5 upon Landlord consenting to such transfer. If Landlord consents to a proposed Transfer, then the proposed transferee shall deliver to Landlord a written agreement whereby it expressly assumes Tenant's obligations hereunder; however, any transferee of less than all of the space in the Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for the period of the Transfer. No Transfer shall release Tenant from its obligations under this Lease, but rather Tenant and its transferee shall be jointly and severally liable therefor. Landlord's consent to any Transfer shall not waive Landlord's rights as to any subsequent Transfers. If an Event of Default occurs while the Premises or any part thereof are subject to a Transfer, then Landlord, in addition to its other remedies, may collect (and retain) directly from such transferee all rents becoming due to Tenant and apply such rents against RentTenant. Tenant authorizes its transferees to make payments of rent directly to Landlord upon receipt of notice from Landlord to do so. Tenant shall pay for the cost of any demising walls or other improvements necessitated by a proposed subletting or assignment.

Transfers; Consent. Tenant shall not, without the prior written consent of Landlord, Landlord (1which Landlord may grant or deny in its sole discretion) except as per paragraph c. of this Article 13; (a) advertise that any portion of the Premises is available for lease; (b) assign, transfer, or encumber this Lease or any estate or interest herein, whether directly or by operation of law, ; (2c) permit any other entity to become Tenant hereunder by merger, consolidation, or other reorganization, ; (3d) if Tenant is an entity other than a corporation whose stock is publicly traded, permit the transfer of an ownership interest in Tenant so as to result in a change in the current control of Tenant, ; (4e) sublet any portion of the Premises, ; (5f) grant any license, concession, or other right of occupancy of any portion of the Premises, ; or (6g) permit the use of the Premises by any parties other than Tenant (any of the events listed in Section 9.(a)(1clauses (b) through 9.(a)(6(g) being a "Transfer"). If Tenant requests Landlord's consent to a Transfer, then Tenant shall provide Landlord with a written description of all terms and conditions of the proposed Transfer, copies of the proposed documentation, and the following information about the proposed transferee: name and address; reasonably satisfactory information about its business and business history; its proposed use of the Premises; banking, financial, and other credit information; and general references sufficient to enable Landlord to determine the proposed transferee's creditworthiness credit worthiness and character. Landlord shall not unreasonably withhold its consent to any assignment or subletting of the Premises, provided that the proposed transferee (A) is creditworthy, (B) has a good reputation in the business community, (C) does not engage in business similar to those of other tenants in the Buildings, and (D) is not another occupant of the Buildings or person or entity with whom Landlord is negotiating to lease space in the Buildings; otherwise, Landlord may withhold its consent in its sole discretion. Concurrently with Tenant's notice of any request for consent to a Transfer, Tenant shall pay to Landlord a fee of $500.00 to defray Landlord's expenses in reviewing such request, and Tenant shall also reimburse Landlord immediately upon request for its attorneys' fees fees, except for transfers or assignments as per paragraph c of this Article 13 and other expenses incurred in connection with considering any request for its consent to a Transfer. If Landlord consents to a proposed Transfer, then the proposed transferee shall deliver to Landlord a written agreement whereby it expressly assumes Tenant's obligations hereunder; however, any transferee of less than all of the space in the Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for Transfer, and only to the period extent of the Transferrent it has agreed to pay Tenant therefor. No Landlord's consent to a Transfer shall not release Tenant from performing its obligations under this Lease, but rather Tenant and its transferee shall be jointly and severally liable therefortherefor and Tenant shall execute any documents reasonably required by Landlord to confirm same. Landlord's consent to any Transfer shall not waive Landlord's rights as to any subsequent Transfers. If an Event of Default occurs while the Premises or any part thereof are subject to a Transfer, then Landlord, in addition to its other remedies, may collect directly from such transferee all rents becoming due to Tenant and apply such rents against Rent. Tenant authorizes its transferees to make payments of rent directly to Landlord upon receipt of notice from Landlord to do so. Tenant shall pay for the cost of any demising walls or other improvements necessitated by a proposed subletting or assignment.

Transfers; Consent. Except as provided in Section_9Cd), Tenant shall not, without the prior written consent of Landlord: (1) advertise that any portion of the Premises is available for lease, (12) assign, transfer, or encumber this Lease or any estate or interest herein, whether directly or by operation of law, (23) permit any other Other entity to become Tenant hereunder by merger, consolidation, or other reorganization, (34) if Tenant is an entity other than a corporation whose stock is publicly traded, permit the transfer of an ownership interest in Tenant so as to result in a change in the current control of Tenant, (45) sublet any portion of the Premises, (56) grant any license, concession, or other right of occupancy of any portion of the Premises, or (67) permit the use of the Premises by any parties other than Tenant (any of Of the events listed in Section 9.(a)(1Sections 9(a)(2) through 9.(a)(6) being a "Transfer"). Provided that the per rentable square foot rental rate to be paid by such party for such subletting or assignment is not less than the per rentable square foot rate at which Landlord is then offering similar space in the Building to prospective tenants, taking into account all terms of the subl ease or assignment in question, Landlord shall not unreasonably withhold its consent to any assignment or subletting of the Premises to a party which (A) has a good credit standing, (B) is, in the reasonable judgment of Landlord, of a character and reputation or is engaged in a business which would not be harmful to the image and reputation of the Building and can reasonably be expected to perform the obligations of Tenant hereunder, (c) will not use the Premises in any manner that would conflict with any exclusive use agreement or other similar agreement entered into by Landlord with any other tenant of the Building, (D) is not a party engaged in a business which competes with Landlord or any business of another tenant in the Building, (E) is not a tenant in the Building or a prospective tenant of the Building and (F) has been approved by Landlord's Mortgagee (as defined below). If Tenant requests Landlord's consent to a Transfer, then Tenant shall provide Landlord with a written description of all terms and conditions of the proposed Transfer, copies of the proposed documentation, and the following information about the proposed transferee: name and address; reasonably satisfactory information about its business and business history; its proposed use of the Premises; banking, financial, and other credit information; and general references sufficient to enable Landlord to determine the proposed transferee's creditworthiness and character. Landlord shall not unreasonably withhold its consent to any assignment or subletting of the Premises, provided that the proposed transferee (A) is creditworthy, (B) has a good reputation in the business community, (C) does not engage in business similar to those of other tenants in the Buildings, and (D) is not another occupant of the Buildings or person or entity with whom Landlord is negotiating to lease space in the Buildings; otherwise, Landlord may withhold its consent in its sole discretion. Concurrently with Tenant's notice of any request for consent to a Transfer, Tenant shall pay to Landlord a fee of $500.00 to defray Landlord's expenses in reviewing such request, and Tenant shall also reimburse Landlord immediately upon request for its attorneys' fees and other expenses incurred in connection with considering any request for its consent to a Transfer. If Landlord consents to a proposed Transfer, then the proposed transferee shall deliver to Landlord a written agreement whereby it expressly assumes the Tenant's obligations hereunder; however, any transferee of less than all of the space in the Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for Transfer, and only to the period extent of the Transferrent it has agreed to pay Tenant therefor. No Transfer shall release Tenant from its performing the obligations of the Tenant under this Lease, but rather Tenant and its transferee shall be jointly and severally liable therefor. Landlord's consent to any Transfer shall not waive Landlord's rights as to any subsequent Transfers. If an Event of Default occurs while the Premises or any part thereof are subject to a Transfer, then Landlord, in addition to its other Other remedies, may collect directly from such transferee all rents becoming due to Tenant and apply such rents against Rent. Tenant authorizes its transferees to make payments of rent directly to Landlord upon receipt of notice from Landlord to do so. Tenant shall pay for the cost of any demising walls or other improvements necessitated by a proposed subletting or assignment.

Transfers; Consent. Tenant shall not, without the prior written consent of LandlordLandlord (which shall not be unreasonably withheld, conditioned or delayed), (1) assign, transfer, or encumber this Lease or any estate or interest herein, whether directly or by operation of law, (2) permit any other entity to become Tenant hereunder by merger, consolidation, or other reorganization, (3) if Tenant is an entity other than a corporation whose stock is publicly traded, permit the transfer of an ownership interest in Tenant so as to result in a change in the current control of Tenant, (4) sublet any portion of the Premises, (5) grant any license, concession, or other right of occupancy of any portion of the Premises, or (6) permit the use of the Premises by any parties other than Tenant (any of the events listed in Section 9.(a)(1Sections 10.(a)(1) through 9.(a)(610.(a)(6) being a "TransferTRANSFER"). If Tenant requests Landlord's consent to a Transfer, then Tenant shall provide Landlord with a written description of all terms and conditions of the proposed Transfer, copies of the proposed documentation, and the following information about the proposed transferee: name and address; reasonably satisfactory information about its business and business history; its proposed use of the Premises; banking, financial, and other credit information; and general references sufficient to enable Landlord landlord to determine the proposed transferee's creditworthiness and character. Landlord shall not unreasonably withhold its consent to any assignment or subletting of the Premises, provided that the proposed transferee (A) is creditworthy, (B) has a good reputation in the business community, (C) does not engage in business similar to those of other tenants in the Buildings, and (D) is not another occupant of the Buildings or person or entity with whom Landlord is negotiating to lease space in the Buildings; otherwise, Landlord may withhold its consent in its sole discretion. Concurrently with Tenant's notice of any request for consent to a Transfer, Tenant shall pay to Landlord a fee of $500.00 to defray Landlord's expenses in reviewing such request, and Tenant shall also reimburse Landlord immediately upon request for its reasonable attorneys' fees and other expenses incurred in connection with considering any request for its consent to a Transfer. If Landlord consents to a proposed Transfer, then the proposed transferee shall deliver to Landlord a written agreement whereby it expressly assumes the Tenant's obligations hereunder; however, any transferee of less than all of the space in the Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for Transfer, and only to the period extent of the Transferrent it has agreed to pay Tenant therefor. No Landlord's consent to a Transfer shall not release Tenant from performing its obligations under this Lease, but rather Tenant and its transferee shall be jointly and severally liable therefor. Landlord's consent to any Transfer shall not waive Landlord's rights as to any subsequent Transfers. If an Event of Default occurs while the Premises or any part thereof are subject to a Transfer, then Landlord, in addition to its other remedies, may collect directly from such transferee all rents becoming due to Tenant and apply such rents against Rent. Tenant authorizes its transferees to make payments of rent directly to Landlord upon receipt of notice from Landlord to do soso provided such notice states that an Event of Default has occurred and is continuing. Notwithstanding the foregoing, Tenant may assign the Lease or sublease all or any portion of the Premises without Landlord's consent to any of the following (a "Permitted Transferee"), provided that the Permitted Transferee's financial condition, creditworthiness and business reputation following the transfer are equal to or exceed those of Tenant: (i) any successor corporation or other entity resulting from a merger or consolidation of Tenant; (ii) any purchaser of all or substantially all of Tenant's assets; or (iii) any entity which controls, is controlled by, or is under common control with Tenant; provided further, however, that a Permitted Transferee shall also include a sublessee that is an entity in which Tenant owns or controls greater than fifty percent (50%) of the ownership interests [or the right to vote such ownership interest] and is in the same or similar business as Tenant without regard to such sublessee's financial condition or creditworthiness. Tenant shall pay give Landlord thirty (30) days prior written notice of such assignment or sublease. Any Permitted Transferee (other than a sublessee) shall assume in writing all of Tenant's obligations under this Lease. Tenant shall nevertheless at all times remain fully responsible and liable for the cost payment of rent and the performance and observance of all of Tenant's other obligations under this Lease. Nothing in this paragraph is intended to nor shall permit Tenant to transfer its interest under this Lease as part of a fraud or subterfuge to intentionally avoid its obligations under this Lease (for example, transferring its interest to a shell corporation that subsequently files a bankruptcy), and any demising walls or other improvements necessitated by such transfer shall constitute a proposed subletting or assignmentDefault hereunder.

Transfers; Consent. Tenant shall not, without the prior written consent of LandlordLandlord (which consent shall not be unreasonably withheld or delayed), (1i) advertise that any portion of the Premises is available for lease, (ii) assign, transfer, or encumber this Lease or any estate or interest herein, whether directly or by operation of law, (2iii) permit any other entity to become Tenant hereunder by merger, consolidation, or other reorganization, (3iv) if Tenant is an entity other than a corporation whose stock is publicly traded, permit the transfer of an ownership interest in Tenant so as to result in a change in the current control of Tenant, (4v) sublet any portion of the Premises, (5vi) grant any license, concession, or other right of occupancy of any portion of the Premises, or (6vii) permit the use of the Premises by any parties other than Tenant (any of the events listed in Section 9.(a)(1clauses (ii) through 9.(a)(6(vii) being a "Transfer"). If Tenant requests Landlord's consent to a Transfer, then Tenant shall provide Landlord with a written description of all terms and conditions of the proposed Transfer, copies of the proposed documentation, and the following information about the proposed transferee: name and address; reasonably satisfactory information about its business and business history; its proposed use of the Premises; banking, financial, and other credit information; and general references sufficient to enable Landlord to determine the proposed transferee's creditworthiness and character. Landlord shall not unreasonably withhold its consent to any assignment or subletting of the Premises, provided that the proposed transferee (A) is creditworthy, (B) has a good reputation in the business community, (C) does not engage in business similar to those of other tenants in the Buildings, and (D) is not another occupant of the Buildings or person or entity with whom Landlord is negotiating to lease space in the Buildings; otherwise, Landlord may withhold its consent in its sole discretion. Concurrently with Tenant's notice of any request for consent to a Transfer, Tenant shall pay to Landlord a fee of $500.00 to defray Landlord's expenses in reviewing such request, and Tenant shall also reimburse Landlord immediately upon request for its reasnable attorneys' fees and other expenses incurred in connection with considering any request for its consent to a Transfer. Landlord shall have a period of seven (7) calendar days following receipt of such notice within which to notify Tenant in writing that Landlord either agrees to such transfer or the basis for Landlord's decision not to approve of such Transfer. If Landlord consents to a proposed Transfer, then the proposed transferee shall deliver to Landlord a written agreement whereby it expressly assumes the Tenant's obligations hereunder; however, any transferee of less than all of the space in the Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for Transfer, and only to the period extent of the Transferrent it has agreed to pay Tenant therefor. No Landlord's consent to a Transfer shall not release Tenant from performing its obligations under this Lease, but rather Tenant and its transferee shall be jointly and severally liable therefor. Landlord's consent to any Transfer shall not waive Landlord's rights as to any subsequent Transfers. If an Event of Default occurs while the Premises or any part thereof are subject to a Transfer, then Landlord, in addition to its other remedies, may collect directly from such transferee all rents becoming due to Tenant and apply such rents against Rent. Tenant authorizes its transferees to make payments of rent directly to Landlord upon receipt of notice from Landlord to do so. Tenant shall pay for the cost of any demising walls or other improvements necessitated by a proposed subletting or assignment.

Transfers; Consent. Except as permitted under subpart (c) of this Section 10, Tenant shall not, without the prior written consent of LandlordLandlord (which will not be unreasonably withheld, conditioned or delayed), (1) assign, transfer, or encumber this Lease or any estate or interest herein, whether directly or by operation of law, (2) permit any other entity to become Tenant hereunder by merger, consolidation, or other reorganization, (3) if Tenant is an entity other than a corporation whose stock is publicly traded, permit the transfer of an ownership interest in Tenant so as to result in a change in the current control of Tenant, (43) sublet any portion of the Premises, (54) grant any license, concession, or other right of occupancy of any portion of the Premises, or (65) permit the use of the Premises by any parties other than Tenant (any of the events listed in Section 9.(a)(1Sections I0.(a)(1) through 9.(a)(610.(a)(5) being a "“Transfer"”). If Tenant requests Landlord's ’s consent to a Transfer, then Tenant shall provide Landlord with a written description of all terms and conditions of the proposed Transfer, copies of the proposed documentation, and the following information about the proposed transferee: name and address; information reasonably satisfactory information to Landlord about its business and business history; its proposed use of the Premises; banking, financial, and other credit information; and general references sufficient to enable Landlord to determine the proposed transferee's ’s creditworthiness and character. Landlord shall not unreasonably withhold its consent to any assignment or subletting of the Premises, provided that the proposed transferee (A) is creditworthy, (B) has a good reputation in the business community, (C) does not engage in business similar to those of other tenants in the Buildings, and (D) is not another occupant of the Buildings or person or entity with whom Landlord is negotiating to lease space in the Buildings; otherwise, Landlord may withhold its consent in its sole discretion. Concurrently with Tenant's notice of any request for consent to a Transfer, Tenant shall pay to Landlord a fee of $500.00 to defray Landlord's expenses in reviewing such request, and Tenant shall also reimburse Landlord immediately upon request for its attorneys' ’ fees and other expenses reasonably incurred in connection with considering any request for its consent to a Transfer. Landlord shall give written notice to Tenant regarding whether Landlord consents to a proposed Transfer within 15 days after Landlord’s receipt of the foregoing information from Tenant. If Landlord consents to a proposed Transfer, then the proposed transferee shall deliver to Landlord a written agreement whereby it expressly assumes the Tenant's ’s obligations hereunder; however, any transferee of less than all of the space in the Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for Transfer, and only to the period extent of the Transferrent it has agreed to pay Tenant therefore. No Landlord’s consent to a Transfer shall not release Tenant from performing its obligations under this Lease, but rather Tenant and its transferee shall be jointly and severally liable therefortherefore. Landlord's ’s consent to any Transfer shall not waive Landlord's ’s rights as to any subsequent Transfers. If an Event of Default occurs while the Premises or any part thereof are subject to a Transfer, then Landlord, in addition to its other remedies, may collect directly from such transferee all rents becoming due to Tenant and apply such rents against Rent. Tenant authorizes its transferees to make payments of rent directly to Landlord during any period that an uncured Event of Default by Tenant exists hereunder upon any such transferee’s receipt of notice from Landlord to do so. Tenant shall pay for the cost of any demising walls or other improvements necessitated by a proposed subletting or assignment.

Transfers; Consent. Other than Permitted Transfers as described below, Tenant shall not, without the prior written consent of LandlordLandlord which shall not be unreasonably withheld or delayed, (1) advertise that any portion of the Premises is available for lease (excluding the engagement of a real estate broker(s) to market sublease space), (2) assign, transfer, or encumber this Lease or any estate or interest herein, herein whether directly or by operation of law, (2) permit any other entity to become Tenant hereunder by merger, consolidation, or other reorganization, (3) if Tenant is an entity other than a corporation whose stock is publicly traded, permit the transfer of an ownership interest in Tenant so as to result in a change in the current control of Tenant, (4) sublet any portion of the Premises, (5) grant any license, concession, or other right of occupancy of any portion of the Premises, or (6) permit the use of the Premises by any parties other than Tenant (any of the events listed in Section 9.(a)(1Sections 9.(a)(2) through 9.(a)(6) being a "“Transfer"”). If Tenant requests Landlord's ’s consent to a Transfer, then Tenant shall provide Landlord with a written description of all terms and conditions of the proposed Transfer, copies of the proposed documentation, and the following information about the proposed transferee: name and address; reasonably satisfactory information about its business and business history; its proposed use of the Premises; banking, financial, and other credit information; and general references sufficient to enable Landlord to determine the proposed transferee's creditworthiness ’s reputation and character. Landlord shall not unreasonably withhold its consent respond in writing to any assignment or subletting of the Premises, provided that the proposed transferee (A) is creditworthy, (B) has a good reputation in the business community, (C) does not engage in business similar to those of other tenants in the Buildings, and (D) is not another occupant of the Buildings or person or entity with whom Landlord is negotiating to lease space in the Buildings; otherwise, Landlord may withhold its consent in its sole discretion. Concurrently with Tenant's notice of any ’s request for consent to a Transfer, Transfer within ten (10) business days of receipt of written request therefor. Tenant shall pay to Landlord a fee of $500.00 to defray Landlord's expenses in reviewing such request, and Tenant shall also reimburse Landlord immediately upon request for its attorneys' ’ fees and other expenses incurred in connection with considering any request for its consent to a TransferTransfer (not to exceed $500 per request). Landlord shall not unreasonably withhold, delay or condition its consent except that Landlord may withhold or condition its consent if it reasonably determines that the proposed transferee or its use (including not by limitation the number of employees, hours of operation, parking requirements, electrical or other Building System requirements, conflicts or competition with existing tenants) is unacceptable, would burden the Building, or are incompatible with the Building or its occupants. If Landlord consents to a proposed Transfer, then the proposed transferee shall deliver to Landlord a written agreement whereby it expressly assumes the Tenant's ’s obligations hereunder; however, any transferee of less than all of the space in the Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for Transfer, and only to the period extent of the Transferrent it has agreed to pay Tenant therefor. No Landlord’s consent to a Transfer shall not release Tenant from performing its obligations under this Lease, but rather Tenant and its transferee shall be jointly and severally liable therefor. Landlord's ’s consent to any Transfer shall not waive Landlord's ’s rights as to any subsequent Transfers. If an Event of Default occurs while the Premises or any part thereof are subject to a Transfer, then Landlord, in addition to its other remedies, may collect directly from such transferee all rents becoming due to Tenant and apply such rents against Rent. Tenant authorizes its transferees to make payments of rent directly to Landlord upon Tenant’s receipt of notice from Landlord to do so. Tenant ; however, Landlord shall pay for the cost of not be obligated to accept separate Rent payments from any demising walls or other improvements necessitated transferees and may require that all Rent be paid directly by a proposed subletting or assignmentTenant.

Transfers; Consent. Tenant shall not, without the prior written consent of Landlord, (1) assign, transfer, or encumber this Lease or any estate or interest herein, whether directly or by operation of law, (2) permit any other entity to become Tenant hereunder by merger, consolidation, or other reorganization, (3) if Tenant is an entity other than a corporation whose stock is publicly traded, permit the transfer of an ownership interest in Tenant so as to result in a change in the current control of Tenant, (4) sublet any portion of the Premises, (5) grant any license, concession, or other right of occupancy of any portion of the Premises, or (6) permit the use of the Premises by any parties other than Tenant (any of the events listed in Section 9.(a)(1) through 9.(a)(6) being a "“Transfer"”). If Tenant requests Landlord's ’s consent to a Transfer, then Tenant shall provide Landlord with a written description of all terms and conditions of the proposed Transfer, copies of the proposed documentation, and the following information about the proposed transferee: name and address; reasonably satisfactory information about its business and business history; its proposed use of the Premises; banking, financial, and other credit information; and general references sufficient to enable Landlord to determine the proposed transferee's ’s creditworthiness and character. Landlord shall not unreasonably withhold its consent to any assignment or subletting of the Premises, provided that the proposed transferee (A) is creditworthy, (B) has a good reputation in the business community, (C) does not engage in business similar to those of other tenants in the BuildingsBuilding, and (D) is not another occupant of the Buildings or person or entity with whom Landlord is negotiating to lease space in the BuildingsBuilding; otherwise, Landlord may withhold its consent in its sole discretion. Concurrently with Tenant's ’s notice of any request for consent to a Transfer, Tenant shall pay to Landlord a fee of $500.00 250.00 to defray Landlord's ’s expenses in reviewing such request, and Tenant shall also reimburse Landlord immediately upon request for its attorneys' ’ fees incurred in connection with considering any request for consent to a Transfer. If Landlord consents to a proposed Transfer, then the proposed transferee shall deliver to Landlord a written agreement whereby it expressly assumes the Tenant's ’s obligations hereunder; however, any transferee of less than all of the space in the Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for the period of the Transfer. No Landlord’s consent to a Transfer shall not release Tenant from its obligations under this Lease, but rather Tenant and its transferee shall be jointly and severally liable therefor. Landlord's ’s consent to any Transfer shall not waive Landlord's ’s rights as to any subsequent Transfers. If an Event of Default occurs while the Premises or any part thereof are subject to a Transfer, then Landlord, in addition to its other remedies, may collect directly from such transferee all rents becoming due to Tenant and apply such rents against Rent. Tenant authorizes its transferees to make payments of rent directly to Landlord upon receipt of notice from Landlord to do so. Tenant shall pay for the cost of any demising walls or other improvements necessitated by a proposed subletting or assignment.

Transfers; Consent. Except for Permitted Transfers (defined below), Tenant shall not, without the prior written consent of LandlordLandlord (such consent not to be unreasonably withheld, conditioned or delayed, except as hereinafter provided), (1) assign, transfer, or encumber this Lease or any estate or interest herein, whether directly or by operation of law, (2) permit any entity other entity than a Permitted Transferee to become Tenant hereunder by merger, consolidation, or other reorganization, (3) if Tenant is an entity other than a corporation whose stock is publicly traded, permit the transfer of an ownership interest in Tenant so as to result in a change in the current control of Tenant, (4) sublet any portion of the Premises, (5) grant any license, concession, or other right of occupancy of any portion of the Premises, or (6) permit the use of the Premises by any parties other than Tenant (any of the events listed in Section 9.(a)(1Sections 10.(a)(1) through 9.(a)(610.(a)(6) being a "TransferTRANSFER"). Landlord shall not unreasonably withhold its consent to any assignment or subletting of the Premises to a party which (A) has a good credit standing and may reasonably be expected to fulfill the obligations of Tenant hereunder, (B) has a good reputation in the business community, and (C) will use the Premises for the purposes herein stated and will not use the Premises in any manner that would conflict with any exclusive use agreement or other similar agreement entered into by Landlord with any other tenant of the Building. If Tenant requests LandlordXxxxxxxx's consent to a Transfer, then Tenant shall provide Landlord with a written description of all terms and conditions of the proposed Transfer, copies of the proposed documentation, and the following information about the proposed transferee: name and address; reasonably satisfactory information about its business and business history; its proposed use of the Premises; banking, financial, financial and other credit information; and general references sufficient to enable Landlord to determine the proposed transferee's creditworthiness and character. Landlord shall not unreasonably withhold its consent to any assignment or subletting of the Premises, provided that the proposed transferee (A) is creditworthy, (B) has a good reputation in the business community, (C) does not engage in business similar to those of other tenants in the Buildings, and (D) is not another occupant of the Buildings or person or entity with whom Landlord is negotiating to lease space in the Buildings; otherwise, Landlord may withhold its consent in its sole discretion. Concurrently with Tenant's notice of any request for consent to a Transfer, Tenant shall pay to Landlord a fee of $500.00 to defray Landlord's expenses in reviewing such request, and Tenant shall also reimburse Landlord immediately upon request for its reasonable attorneys' fees incurred in connection with considering any request for its consent to a Transfer. If Landlord consents to a proposed Transfer, then the proposed transferee shall deliver to Landlord a written agreement whereby it expressly assumes the Tenant's obligations hereunder; however, any transferee of less than all of the space in the Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for Transfer, and only to the period extent of the Transferrent it has agreed to pay Tenant therefor. No Xxxxxxxx's consent to a Transfer shall not release Tenant from performing its obligations under this Lease, but rather Tenant and its transferee shall be jointly and severally liable therefor. LandlordXxxxxxxx's consent to any Transfer shall not waive Landlord's rights as to any subsequent Transfers. If an Event of Default occurs while the Premises or any part thereof are subject to a Transfer, then Landlord, in addition to its other remedies, may collect directly from such transferee all rents becoming due to Tenant and apply such rents against Rent. Tenant authorizes its transferees to make payments of rent directly to Landlord upon receipt of notice from Landlord to do so. Tenant shall pay for the cost so (and Landlord agrees to provide a copy of any demising walls or other improvements necessitated by a proposed subletting or assignmentsuch notice to Tenant).

Transfers; Consent. Tenant shall not, without the prior written ------------------ consent of Landlord, (1) assign, transfer, or encumber this Lease or any estate or interest herein, whether directly or by operation of law, (2) permit any other entity to become Tenant hereunder by merger, consolidation, or other reorganization, (3) if Tenant is an entity other than a corporation whose stock is publicly traded, permit the transfer of an ownership interest in Tenant so as to result in a change in the current control of Tenant, (4) sublet any portion of the Premises, (5) grant any license, concession, or other right of occupancy of any portion of the Premises, or (6) permit the use of the Premises by any parties other than Tenant (any of the events listed in Section 9.(a)(110.(a)(1) through 9.(a)(610.(a)(6) being a "Transfer"). If Tenant requests Landlord's consent to a Transfer, then Tenant shall provide Landlord with a written description of all terms and conditions of the proposed Transfer, copies of the proposed documentation, and the following information about the proposed transferee: name and address; reasonably satisfactory information about its business and business history; its proposed use of the Premises; banking, financial, and other credit information; and general references sufficient to enable Landlord to determine the proposed transferee's creditworthiness and character. Landlord shall not unreasonably withhold its consent to any assignment or subletting of the Premises, provided that the proposed transferee (A) is creditworthy, (B) has a good reputation in the business community, (C) does not engage in business similar to those of other tenants in the BuildingsBuilding, and (D) is not another occupant of the Buildings or person or entity with whom Landlord is negotiating to lease space in the BuildingsBuilding; otherwise, Landlord may withhold its consent in its sole discretion. Concurrently with Tenant's notice of any request for consent to a Transfer, Tenant shall pay to Landlord a fee of $500.00 350.00 to defray Landlord's expenses in reviewing such request, and Tenant shall also reimburse Landlord immediately upon request for its attorneys' fees incurred in connection with considering any request for consent to a Transfer. If Landlord consents to a proposed Transfer, then the proposed transferee shall deliver to Landlord a written agreement whereby it expressly assumes the Tenant's obligations hereunder; however, any transferee of less than all of the space in the Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for the period of the Transfer. No Landlord's consent to a Transfer shall not release Tenant from its obligations under this Lease, but rather Tenant and its transferee shall be jointly and severally liable therefor. Landlord's consent to any Transfer shall not waive Landlord's rights as to any subsequent Transfers. If an Event of Default occurs while the Premises or any part thereof are subject to a Transfer, then Landlord, in addition to its other remedies, may collect directly from such transferee all rents becoming due to Tenant and apply such rents against Rent. Tenant authorizes its transferees to make payments of rent directly to Landlord upon receipt of notice from Landlord to do so. Tenant shall pay for the cost of any demising walls or other improvements necessitated by a proposed subletting or assignment.

Transfers; Consent. Other than permitted transfers as described ------------------ AND SUBLETTING below, Tenant shall not, without the prior written consent of Landlord, (1) advertise that any portion of the Premises is available for lease, (2) assign, transfer, or encumber this Lease or any estate or interest herein, herein whether directly or by operation of law, (2) permit any other entity to become Tenant hereunder by merger, consolidation, or other reorganization, (3) if Tenant is an entity other than a corporation whose stock is publicly traded, permit the transfer of an ownership interest in Tenant so as to result in a change in the current control of Tenant, (4) sublet any portion of the Premises, (5) grant any license, concession, or other right of occupancy of any portion of the Premises, or (6) permit the use of the Premises by any parties other than Tenant (any of the events listed in Section 9.(a)(1Sections 9.(a)(2) through 9.(a)(6) being a "Transfer"). If Tenant requests Landlord's consent to a Transfer, then Tenant xxxx Xxnant shall provide Landlord with a written description of all terms and conditions of the proposed Transfer, copies of the proposed documentation, and the following information about the proposed transferee: name and address; reasonably satisfactory information about its business and business history; its proposed use of the Premises; banking, financial, and other credit information; and general references sufficient to enable Landlord to determine the proposed transferee's creditworthiness reputation and character. Landlord shall not unreasonably withhold its consent respond xn writing to any assignment or subletting of the Premises, provided that the proposed transferee (A) is creditworthy, (B) has a good reputation in the business community, (C) does not engage in business similar to those of other tenants in the Buildings, and (D) is not another occupant of the Buildings or person or entity with whom Landlord is negotiating to lease space in the Buildings; otherwise, Landlord may withhold its consent in its sole discretion. Concurrently with Tenant's notice of any request for consent to a Transfer, Transfer wxxxxx ten (10) business days of receipt of written request therefor. Tenant shall pay to Landlord a fee of $500.00 to defray Landlord's expenses in reviewing such request, and Tenant shall also reimburse Landlord immediately upon request for its attorneys' fees (not to exceed $1,000 per request) and other expenses incurred in connection with considering any request for its consent to a Transfer. Landlord shall not unreasonably withhold, delay or condition its consent except that Landlord may withhold or condition its consent if it reasonably determines that the proposed transferee or its use (including not by limitation the number of employees, hours of operation, parking requirements, electrical or other Building system requirements, conflicts or competition with existing tenants) is unacceptable, would burden the Building, or are incompatible with the Building or its occupants. If Landlord consents to a proposed Transfer, then the proposed transferee shall deliver to Landlord a written agreement whereby it expressly assumes the Tenant's obligations hereunder; however, any transferee of less than all of the space in the Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for Transfer, and only to the period extent of the Transferrent it has agreed to pay Tenant therefor. No Landlord's consent to a Transfer shall xxxxx xxt release Tenant from performing its obligations under this Lease, but rather Tenant and its transferee shall be jointly and severally liable therefor. Landlord's consent to any Transfer shall not waive Landlord's rights as to any subsequent Transfers. If an Event of Default occurs while the Premises or any part thereof are subject to a Transfer, then Landlord, in addition to its other remedies, may collect directly from such transferee all rents becoming due to Tenant and apply such rents against Rent. Tenant authorizes its transferees to make payments of rent directly to Landlord upon Tenant's receipt of notice xxtice from Landlord to do so. Tenant ; however, Landlord shall pay for the cost of not be obligated to accept separate Rent payments from any demising walls or other improvements necessitated transferees and may require that all Rent be paid directly by a proposed subletting or assignmentTenant.

Transfers; Consent. Tenant shall not, without the prior written consent of Landlord, (1a) assign, transfer, mortgage, hypothecate, or encumber this Lease or any estate or interest herein, whether directly directly, indirectly or by operation of law, (2b) permit any other entity to become a Tenant hereunder by merger, consolidation, or other reorganization, (3c) if Tenant is an a corporation, partnership, limited liability company, limited liability partnership, trust, association or other business entity (other than a corporation whose stock is publicly traded), permit permit, directly or indirectly, the transfer of an any ownership interest in Tenant so as to result in (i) a change in the current control of Tenant, (4ii) a transfer of twenty-five percent (25%) or more in the aggregate in any twelve (12) month period in the beneficial ownership of such entity or (iii) a transfer of all or substantially all of the assets of Tenant, (d) sublet any portion of the Premises, or (5e) grant any license, concession, or other right of occupancy of or with respect to any portion of the Premises, or (6f) permit the use of the Premises by any parties party other than Tenant or a Tenant Party (any each of the events listed in Section 9.(a)(1) through 9.(a)(6) this Paragraph 10.1 being referred to herein as a "“Transfer"”). If Tenant requests Landlord's consent At least twenty (20) business days prior to a the effective date of any proposed Transfer, then Tenant shall provide Landlord with a written description of all terms and conditions of the proposed TransferTransfer and all consideration therefor, copies of the proposed documentation, and the following such information about the proposed transferee: name and address; reasonably satisfactory information about its business and business history; its proposed use of the Premises; banking, financial, and other credit information; and general references sufficient to enable Landlord to determine the proposed transferee's creditworthiness and character. Landlord shall not unreasonably withhold its consent to any assignment or subletting of the Premises, provided that the proposed transferee (A) is creditworthy, (B) has a good reputation in the business community, (C) does not engage in business similar to those of other tenants in the Buildings, and (D) is not another occupant of the Buildings or person or entity with whom Landlord is negotiating to lease space in the Buildings; otherwise, as Landlord may withhold its request. Any Transfer made without Landlord’s consent in its sole discretionshall be void and shall constitute an Event of Default by Tenant. Concurrently with Tenant's notice of any request for consent to a Transfer, Tenant shall pay to Landlord $500 as a review fee of $500.00 to defray Landlord's expenses in reviewing such request, for each Transfer request and Tenant shall also reimburse Landlord immediately upon request for its reasonable attorneys' ’ fees and all other costs incurred in connection with considering any request for consent to a proposed Transfer. If Landlord consents Landlord’s consent to a proposed Transfer, then the proposed transferee shall deliver to Landlord a written agreement whereby it expressly assumes Tenant's obligations hereunder; however, any transferee of less than all of the space in the Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for the period of the Transfer. No Transfer shall not release Tenant from its obligations under this Lease, but rather Tenant and Lease (or any guarantor of this Lease of its transferee shall be jointly and severally liable thereforobligations with respect thereto). Landlord's ’s consent to any Transfer shall not waive Landlord's ’s rights as to any subsequent Transfers. If an Event of Default occurs while the Premises or any part thereof are subject to a Transfer, then Landlord, in addition to its other remedies, may collect directly from such transferee all rents becoming due to Tenant and apply such rents against Rent. Tenant authorizes its transferees to make payments of rent directly to Landlord upon receipt of notice from Landlord to do so. Tenant shall pay for the cost of any demising walls or other improvements necessitated by a proposed subletting or assignment.

Transfers; Consent. Tenant shall not, without the prior written consent of LandlordLandlord (which Landlord may grant or deny in its reasonable discretion), (1) assign, transfer, or encumber this Lease or any estate or interest herein, whether directly or by operation of law, (2) permit any other entity to become Tenant hereunder by merger, consolidation, or other reorganization, (3) if Tenant is an entity other than a corporation whose stock is publicly traded, permit the transfer of an ownership interest in Tenant so as to result in a change in the current control of Tenant, (4) sublet any portion of the Premises, (5) grant any license, concession, or other right of occupancy of any portion of the Premises, or (6) permit the use of the Premises by any parties other than Tenant (any of the events listed in Section 9.(a)(110(a)(1) through 9.(a)(6though 10(a)(6) being a "“Transfer"”). Notwithstanding anything herein to the contrary, Tenant may assign this Lease without obtaining Landlord’s consent (a “Permitted Transfer”) to any of the following (each a “Permitted Transferee”): (a) any Affiliate, or (b) any entity which acquires all or substantially all of the assets of Tenant (whether or not there is a change in Tenant’s name), provided that such transferee assumes in full the obligations of Tenant under this Lease either by law or by executing an assignment that meets Landlord’s reasonable approval and provided that all of the following criteria or conditions are satisfied: (i) no Event of Default exists under this Lease, (ii) with respect to an assignment to a Permitted Transferee descried in (b), Tenant’s successor shall own all or substantially all of the assets or stock of Tenant and such successor shall have a tangible net worth which is at least equal to Tenant’s tangible net worth at the date of this Lease as evidenced to Landlord’s reasonable satisfaction, (iii) such Affiliate’s or successor’s use of the Premises shall be restricted to the Permitted Use; and (iv) Tenant shall give Landlord written notice at least thirty (30) days prior to the effective date of the proposed assignment, along with the legal name of the proposed Permitted Transferee. Further notwithstanding anything herein to the contrary, Tenant may sublet the Premises or any portion thereof to an Affiliate of Tenant and such Affiliate shall be deemed a Permitted Transferee and such sublease shall be deemed a Permitted Transfer so long as parts (1), (ii) and (iv) of the foregoing sentence are satisfied. “Affiliate” means and refers to any entity controlling, controlled by, or under common control with another such entity, where control means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such controlled person or entity; the ownership, directly or indirectly, of more than 50% of the voting securities of any entity, or possession of the right to vote, in the ordinary direction of its affairs, more than 50% of the voting interest in, any entity, shall be presumed to constitute such control. If Tenant requests Landlord's ’s consent to a Transfer, then Tenant shall provide Landlord with the following (the “Required Information”); a written description of all terms and conditions of the proposed Transfer, copies of the proposed documentation, and the following information about the proposed transferee: ; name and address; reasonably satisfactory information about its business and business history; its proposed use of the Premises; banking, financial, and other credit information; and general references sufficient to enable Landlord to determine the proposed transferee's ’s creditworthiness and character. Notwithstanding the foregoing, Landlord shall not unreasonably withhold its consent to any a proposed assignment or subletting of the Premisessublease, provided that Landlord shall be deemed to have reasonably withheld its consent to any sublease or assignment if the refusal is based on (i) Landlord’s determination (in its reasonable discretion) that such subtenant or assignee is not of the character or quality of a tenant to whom Landlord would generally lease space of the Building, (ii) the fact that such sublease or assignment is not in form and of substance reasonably satisfactory to Landlord, (iii) such sublease or assignment conflicts in any manner with this Lease, including, but not limited to, the Permitted Use, (iv) the proposed transferee (A) subtenant or assignee is creditworthya governmental entity or a medical office, (Bv) has the proposed subtenant’s or assignee’s primary business is prohibited by any non-compete clause then affecting the Building, (vi) the proposed subtenant or assignee is a good reputation tenant of the Building or other building owned by Landlord in the business community, (C) does not engage in business similar to those of other tenants in the Buildings, and (D) is not another occupant of the Buildings San Clemente office park or person or entity with whom Landlord is negotiating with the proposed subtenant or assignee to lease space become a tenant of the Building or another building owned by Landlord in the Buildings; otherwiseSan Xxxxxxx office park, (vii) the population density of the proposed subtenant or assignee within the Premises will exceed the general population density requirement for the Building, (viii) the character of the business to be conducted within the Premises by the proposed subtenant or assignee is likely to substantially increase the expenses or costs or providing Building services, or the burden on parking, existing janitorial services or elevators in the Building, (ix) the sublease or assignment would cause Landlord may withhold its consent to breach any recorded covenants or contractual obligations to which the Property or Landlord is subject or (x) such sublessee or assignee has a net worth insufficient to meet the obligations of the tenant under the Lease at the time Tenant submits the Required Information in its sole discretionconnection with this Lease. Concurrently with Tenant's notice of any request for consent to a Transfer, Tenant shall pay to Landlord a fee of $500.00 to defray Landlord's expenses in reviewing such request, and Tenant shall also reimburse Landlord immediately upon request for its attorneys' ’ fees and other expenses incurred in connection with considering any request for its consent to a Transfer. If Landlord consents to a proposed Transfer, then the proposed transferee shall deliver to Landlord a written agreement whereby it expressly assumes the Tenant's ’s obligations hereunder; however, any transferee of less than all of the space in the Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for Transfer, and only to the period extent of the Transferrent it has agreed to pay Tenant therefor. No Landlord’s consent to a Transfer shall not release Tenant from performing its obligations under this Lease, but rather Tenant and its transferee shall be jointly and severally liable therefor. Landlord's ’s consent to any Transfer shall not waive Landlord's ’s rights as to any subsequent Transfers. If an Event of Default occurs while the Premises or any part thereof are subject to a Transfer, then Landlord, in addition to its other remedies, may collect directly from such transferee all rents becoming due to Tenant and apply such rents against Rent. Tenant authorizes its transferees to make payments of rent directly to Landlord upon receipt of notice from Landlord to do so. Tenant shall pay for the cost of any demising walls or other improvements necessitated by a proposed subletting or assignment.