Common use of Transfers; Consent Clause in Contracts

Transfers; Consent. Other than Permitted Transfers as described below, Tenant shall not, without the prior written consent of Landlord 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 whether directly or by operation of law, (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 Sections 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; and general references sufficient to enable Landlord to determine the proposed transferee’s reputation and character. Landlord shall respond in writing to Tenant’s request for a Transfer within ten (10) business days of receipt of written request therefor. Tenant shall reimburse Landlord for its attorneys’ fees and other expenses incurred in connection with considering any request for its consent to a Transfer (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 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, and only to the extent of the rent it has agreed to pay Tenant therefor. 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; however, Landlord shall not be obligated to accept separate Rent payments from any transferees and may require that all Rent be paid directly by Tenant.

Transfers; Consent. Other than Permitted Transfers permitted transfers as described below, Tenant shall not, without the prior written consent of Landlord Landlord, which consent shall not be unreasonably withheld withheld, delayed or delayedconditioned, (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)lease, (2) assign, transfer, or encumber this Lease or any estate or interest herein whether directly or by operation of law, (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 Sections 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; and general references sufficient to enable Landlord to determine the proposed transferee’s reputation and character. Landlord shall respond in writing to Tenant’s request for a Transfer within ten (10) business days of receipt of written request therefor. Tenant shall reimburse Landlord 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 (not to exceed $500 per request)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 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 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, and only to the extent of the rent it has agreed to pay Tenant therefor. 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; however, Landlord shall not be obligated to accept separate Rent payments from any transferees and may require that all Rent be paid directly by Tenant.

Transfers; Consent. Other than Permitted Transfers Except as described belowprovided in Section_9Cd), Tenant shall not, without the prior written consent of Landlord which shall not be unreasonably withheld or delayed, Landlord: (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)lease, (2) assign, transfer, or encumber this Lease or any estate or interest herein herein, whether directly or by operation of law, (3) permit any Other entity to become Tenant hereunder by merger, consolidation, or other reorganization, (4) 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 Sections 9.(a)(29(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 '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 reputation 's creditworthiness and character. Landlord shall respond in writing to Tenant’s request for a Transfer within ten (10) business days of receipt of written request therefor. Tenant shall reimburse Landlord for its attorneys’ ' fees and other expenses incurred in connection with considering any request for its consent to a Transfer (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 occupantsTransfer. 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, and only to the extent of the rent it has agreed to pay Tenant therefor. Landlord’s consent to a No Transfer shall not release Tenant from performing its the obligations of the Tenant 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 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; however, Landlord shall not be obligated to accept separate Rent payments from any transferees and may require that all Rent be paid directly by Tenant.

Transfers; Consent. Other than Permitted Transfers as described below, Tenant shall not, without the prior written consent of Landlord (which Landlord shall not be unreasonably withheld withhold, condition or delayeddelay), (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; provided that in the event an entity with an equal to or greater net worth than Tenant desires to merge with Tenant, Landlord’s consent shall not be required, (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 Sections 9.(a)(210.(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 documentationdocumentation (including but not limited to any assignments or sub-leases, but specifically excluding any sales agreements), 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; current banking, financial, and other credit information; and general references sufficient to enable Landlord to reasonably determine the proposed transferee’s reputation creditworthiness and character. Landlord shall respond in writing In order to Tenantdefray Landlord’s request for costs associated with a Transfer within ten (10) business days of receipt of written request therefor. proposed transfer Tenant shall reimburse pay the sum of $1,000.00 to Landlord for its attorneys’ fees and other expenses incurred in connection with considering any request for its consent to a Transfer (not to exceed $500 per at the time of such 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 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, and only to the extent of the rent it has agreed to pay Tenant therefor. 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 object to or deny 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; however, Landlord shall not be obligated to accept separate Rent payments from any transferees and may require that all Rent be paid directly by Tenant.ASPEN GROWTH PROPERTIES – NET LEASE

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 withheld, conditioned 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 unless the resulting entity is also a publicly traded entity that is of equal or greater financial status as Tenant, (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 Sections 9.(a)(210.(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 commercially reasonable information about its business and business history; its proposed use of the Premises; credit information; and general references sufficient to enable Landlord to determine the proposed transferee’s reputation creditworthiness and character. It is understood and agreed that it is reasonable for Landlord shall respond to withhold its consent hereunder to a proposed Transfer based upon, among other factors, the following factors: (i) the reputation and experience of the proposed transferee is in writing to Tenant’s request for a Transfer within ten keeping with tenants in similar class buildings in the City of Austin Southwest office market, (10ii) business days the creditworthiness of receipt the proposed transferee, and (iii) the operations and use of written request thereforthe proposed transferee considering, among other things, the parking requirements of the proposed transferee and any existing exclusive use restriction. Tenant shall reimburse Landlord for its reasonable attorneys’ fees and other expenses incurred in connection with considering any request for its consent to a Transfer (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 occupantsTransfer. 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, and only to the extent of the rent it has agreed to pay Tenant therefortherefore. 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 Tenant’s receipt of notice from Landlord to do so; however. (b) Cancellation Landlord may, within thirty (30) days after submission of Tenant’s written request for Landlord’s consent to a Transfer involving the assignment of more than 50% of Tenant’s interest in the Lease or the sublease of more then 50% of the Premises, notify Tenant that Landlord intends to cancel this Lease (or, as to a subletting or assignment, cancel as to the portion of the Premises proposed to be sublet or assigned) as of the date the proposed Transfer was to be effective. If Landlord notifies Tenant that Landlord intends to cancel this Lease (or a portion thereof), Tenant may withdraw, by written notice to Landlord, Tenant’s request that Tenant consent to such a Transfer in which event such cancellation will be void. Otherwise, if Landlord cancels this Lease as to any portion of the Premises, then this Lease shall cease for such portion of the Premises and Tenant shall pay to Landlord all Rent accrued through the cancellation date relating to the portion of the Premises covered by the proposed Transfer. Thereafter, Landlord shall not be obligated may lease such portion of the Premises to accept separate Rent payments from the prospective transferee (or to any transferees and may require that all Rent be paid directly by other person) without liability to Tenant.

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), (1i) advertise that any portion of the Premises is available for lease (excluding the engagement of a real estate broker(s) to market sublease space)lease, (2ii) assign, transfer, or encumber this Lease or any estate or interest herein herein, whether directly or by operation of law, (3iii) permit any other entity to become Tenant hereunder by merger, consolidation, or other reorganization, (iv) 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 Sections 9.(a)(2clauses (ii) through 9.(a)(6(vii) 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 reputation 's creditworthiness and character. Landlord shall respond in writing to Tenant’s request for a Transfer within ten (10) business days of receipt of written request therefor. Tenant shall reimburse Landlord for its reasnable attorneys’ ' fees and other expenses incurred in connection with considering any request for its consent to a Transfer (not to exceed $500 per request)Transfer. Landlord shall not unreasonably withhold, delay or condition its consent except have a period of seven (7) calendar days following receipt of such notice within which to notify Tenant in writing that Landlord may withhold either agrees to such transfer or condition its consent if it reasonably determines that the proposed transferee or its use (including basis for Landlord's decision not by limitation the number to approve 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 occupantssuch 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, and only to the extent of the rent it has agreed to pay Tenant therefor. Landlord’s '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; however, Landlord shall not be obligated to accept separate Rent payments from any transferees and may require that all Rent be paid directly by Tenant.

Transfers; Consent. Other than Permitted Transfers as described below, Tenant shall not, without the prior written consent of Landlord which shall not be unreasonably withheld or delayedLandlord, (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), (2a) assign, transfer, mortgage, hypothecate, or encumber this Lease or any estate or interest herein herein, whether directly directly, indirectly or by operation of law, (3b) permit any other entity to become a Tenant hereunder by merger, consolidation, or other reorganization, (c) 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 Sections 9.(a)(2) through 9.(a)(6) this Paragraph 9.1 being referred to herein as a “"Transfer”"). If Tenant requests Landlord’s '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 TransferTransfer and all consideration therefor (including a calculation of the Transfer Profits described below), copies of the proposed documentation, and the following information about relating to the proposed transferee: name and address; information reasonably satisfactory information about its to Landlord concerning the proposed transferee's 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 reputation 's creditworthiness and character. Landlord shall respond not unreasonably withhold its consent to any assignment or subletting of the Premises, provided that the parties agree that it shall be reasonable for Landlord to withhold any such consent if, without limitation, Landlord determines in writing good faith that (A) the proposed transferee is not of a reasonable financial standing or is not creditworthy, (B) the proposed transferee is a governmental agency, (C) the proposed transferee, or any affiliate thereof, is then an occupant in the Project or has engaged in discussions with Landlord concerning a direct lease of space in the Project, (D) the proposed Transfer would result in a breach of any obligation of Landlord or permit any other tenant in the Project to terminate or modify its lease, (E) there is then in effect an uncured Event of Default, (F) the Transfer would increase the occupancy density or parking density of the Project or any portion thereof, (G) the Transfer would result in an undesirable tenant mix for the Project, as determined in good faith by Landlord, (H) the proposed transferee does not enjoy a good reputation, as a business or as a tenant; or (I) any guarantor of the Lease does not consent to such Transfer in a form satisfactory to Landlord. Any Transfer made without Landlord's consent shall be void and, at Landlord's election, shall constitute an Event of Default by Tenant’s request for a Transfer . Tenant shall also, within ten (10) business days of receipt of written request demand therefor. Tenant shall , pay to Landlord $500 as a review fee for each Transfer request, and reimburse Landlord for its reasonable attorneys’ ' fees and all other expenses costs incurred in connection with considering any request for its consent to a Transfer (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 occupantsTransfer. If Landlord consents to a proposed Transfer, then the proposed transferee shall deliver to Landlord a written Landlord’s standard form transfer consent and agreement whereby it the proposed transferee 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, and only to the extent of the rent it has agreed to pay Tenant therefor. Landlord’s 's consent to a Transfer shall not release Tenant from performing its obligations under this LeaseLease (or any guarantor of this Lease of its obligations with respect thereto), 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 's consent to any Transfer shall not waive Landlord’s 's rights as to any subsequent Transfers. If an Event In the event of Default occurs while the Premises or any part thereof are subject to a Transferclaim by Tenant that Landlord has breached its obligations under this Paragraph 9.1, 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 remedies shall be limited to recovery of notice from Landlord to do so; however, Landlord shall not be obligated to accept separate Rent payments from any transferees its out-of-pocket damages and may require that all Rent be paid directly by Tenantinjunctive relief.

Transfers; Consent. Other than Permitted Transfers as described below, Tenant shall not, without the prior written consent of Landlord which shall not be unreasonably withheld or delayedLandlord, (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), (2a) assign, transfer, mortgage, hypothecate, or encumber this Lease or any estate or interest herein herein, whether directly directly, indirectly or by operation of law, (3b) permit any other entity to become a Tenant hereunder by merger, consolidation, or other reorganization (but this subparagraph (b) shall not be applicable if Tenant is a corporation whose stock is publicly traded), (c) 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 Sections 9.(a)(2) through 9.(a)(6) this Paragraph 9.1 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 as Landlord may reasonably require. Any Transfer made without Landlord's consent shall be void and address; reasonably satisfactory information about its business and business history; its proposed use shall constitute an Event of the Premises; and general references sufficient to enable Landlord to determine the proposed transferee’s reputation and character. Landlord shall respond in writing to Default by Tenant’s request for a Transfer within ten (10) business days of receipt of written request therefor. Tenant shall pay to Landlord $500 as a review fee for each Transfer request, and reimburse Landlord for its reasonable attorneys’ ' fees and all other expenses costs incurred in connection with considering any request for its consent to a Transfer (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 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, and only to the extent of the rent it has agreed to pay Tenant therefor. Landlord’s 's consent to a Transfer shall not release Tenant from performing 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 Tenant’s receipt of notice from Landlord to do so; however, Landlord shall not be obligated to accept separate Rent payments from any transferees and may require that all Rent be paid directly by Tenant.

Transfers; Consent. Other than Permitted Transfers Except for a Transfer to an Affiliate as described belowprovided in Section 10.f., Tenant shall not, without the prior written consent of Landlord (which shall Xxxxxxxx agrees will 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 spacewithheld), (2i) assign, transfer, or encumber this Lease or any estate or interest herein herein, whether directly or by operation of law, (3ii) permit any other entity to become Tenant hereunder by merger, consolidation, or other reorganization, (iii) 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 Sections 9.(a)(2clauses (i) through 9.(a)(6(v) being a “Transfer”). 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, and general references sufficient other credit information; and other information reasonably necessary to enable Landlord to determine the proposed transferee’s reputation creditworthiness and character. Landlord shall respond in writing to Tenant’s request for a Transfer within ten (10) business days of receipt of written request therefor. Tenant shall reimburse Landlord for its reasonable attorneys’ fees and other expenses incurred in connection with considering any request for its consent to a Transfer (Transfer, 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 occupants5,000. 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 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, and only to the extent of the rent it has agreed to pay Tenant therefor. LandlordXxxxxxxx’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 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 Tenant’s receipt of notice from Landlord to do so; however, Landlord shall not be obligated to accept separate Rent payments from any transferees and may require that all Rent be paid directly by Tenant.

Transfers; Consent. Other than Permitted Transfers as described below, Tenant shall not, without the prior written consent of Landlord which shall not be unreasonably withheld or delayedLandlord, (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), (2a) assign, transfer, mortgage, hypothecate, or encumber this Lease or any estate or interest herein herein, whether directly directly, indirectly or by operation of law, (3b) permit any other entity to become a Tenant hereunder by merger, consolidation, or other reorganization, (c) 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 Sections 9.(a)(2) through 9.(a)(6) this Paragraph 9.1 being referred to herein as a “Transfer”"TRANSFER"). If Tenant requests Landlord’s '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 TransferTransfer and all consideration therefor (including a calculation of the Transfer Profits described below), copies of the proposed documentation, and the following information about relating to the proposed transferee: name and address; information reasonably satisfactory information about its to Landlord concerning the proposed transferee's business and business history; its proposed use of the PremisesPremises (including, without limitation, any proposed use of Hazardous Materials); banking, financial, and other credit information; and general references sufficient to enable Landlord to determine the proposed transferee’s reputation 's creditworthiness and character. Landlord shall respond not unreasonably withhold its consent to any assignment or subletting of the Premises, provided that the parties agree that it shall be reasonable for Landlord to withhold any such consent if, without limitation, Landlord determines in writing good faith that (A) the proposed transferee is not of a reasonable financial standing or is not creditworthy, (B) the proposed transferee is a governmental agency, (C) the proposed transferee, or any affiliate thereof, is then an occupant in the Project or has engaged in discussions with Landlord concerning a lease of direct space in the Project, (D) the proposed Transfer would result in a breach of any obligation of Landlord or permit any other tenant in the Project to terminate or modify its lease, (E) there is then in effect an uncured Event of Default, (F) the business or operations of the proposed transferee would involve the Handling of Hazardous Materials in, on, or about the Premises, (G) the proposed transferee does not enjoy a good reputation, as a business or as a tenant; or (H) any guarantor of the Lease does not consent to such Transfer in a form satisfactory to Landlord. Any Transfer made without Landlord's consent shall be void and, at Landlord's election, shall constitute an Event of Default by Tenant’s request for a Transfer . Tenant shall also, within ten (10) business days of receipt of written request demand therefor. Tenant shall , pay to Landlord $500 as a review fee for each Transfer request, and reimburse Landlord for its reasonable attorneys’ ' fees and all other expenses costs incurred in connection with considering any request for its consent to a Transfer (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 occupantsTransfer. If Landlord consents to a proposed Transfer, then the proposed transferee shall deliver to Landlord a written Landlord's standard form transfer consent and agreement whereby it the proposed transferee 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, and only to the extent of the rent it has agreed to pay Tenant therefor. Landlord’s 's consent to a Transfer shall not release Tenant from performing its obligations under this LeaseLease (or any guarantor of this Lease of its obligations with respect thereto), 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 's consent to any Transfer shall not waive Landlord’s 's rights as to any subsequent Transfers. If an Event In the event of Default occurs while the Premises or any part thereof are subject claim by Tenant that Landlord has breached its obligations under this Paragraph 9.1, Tenant's remedies shall be limited to a Transfer, then Landlord, in addition to recovery of its other remedies, may collect directly from such transferee all rents becoming due to Tenant out-of-pocket damages 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; however, Landlord shall not be obligated to accept separate Rent payments from any transferees and may require that all Rent be paid directly by Tenantinjunctive relief.

Transfers; Consent. Other than Permitted Transfers as described below, Tenant shall not, without the prior written consent of Landlord which shall not be unreasonably withheld or delayedLandlord, (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), (2a) assign, transfer, mortgage, hypothecate, or encumber this Lease or any estate or interest herein herein, whether directly directly, indirectly or by operation of law, (3b) permit any other entity to become a Tenant hereunder by merger, consolidation, or other reorganization, (c) 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 Sections 9.(a)(2) 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 as Landlord may request. Any Transfer made without Landlord’s consent shall be void and address; reasonably satisfactory information about its business and business history; its proposed use shall constitute an Event of the Premises; and general references sufficient to enable Landlord to determine the proposed transferee’s reputation and character. Landlord shall respond in writing to Default by Tenant’s request for a Transfer within ten (10) business days of receipt of written request therefor. Tenant shall pay to Landlord $500 as a review fee for each Transfer request and reimburse Landlord for its reasonable attorneys’ fees and all other expenses costs incurred in connection with considering any request for its consent to a Transfer (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 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, and only to the extent of the rent it has agreed to pay Tenant therefor. Landlord’s consent to a Transfer shall not release Tenant from performing 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 Tenant’s receipt of notice from Landlord to do so; however, Landlord shall not be obligated to accept separate Rent payments from any transferees and may require that all Rent be paid directly by Tenant.

Transfers; Consent. Other than Permitted Transfers as described below, Tenant shall not, without the prior written consent of Landlord which shall not be unreasonably withheld or delayedLandlord, (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), (2a) assign, transfer, mortgage, hypothecate, or encumber this Lease or any estate or interest herein herein, whether directly directly, indirectly or by operation of law, (3b) permit any other entity to become a Tenant hereunder by merger, consolidation, or other reorganization, (c) 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 Sections 9.(a)(2) 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 TransferTransfer and all consideration therefor (including a calculation of the Transfer Profits described below), copies of the proposed documentation, and the following information about relating to the proposed transferee: name and address; information reasonably satisfactory information about its to Landlord concerning the proposed transferee’s 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 reputation creditworthiness and character. Landlord shall respond not unreasonably withhold its consent to any assignment or subletting of the Premises, provided that the parties agree that it shall be reasonable for Landlord to withhold any such consent if, without limitation, Landlord determines in writing good faith that (A) the proposed transferee is not of a reasonable financial standing or is not creditworthy, (B) the proposed transferee is a governmental agency, (C) the proposed transferee, or any affiliate thereof, is then an occupant in the Project or has engaged in discussions with Landlord concerning a lease of direct space in the Project, (D) the proposed Transfer would result in a breach of any obligation of Landlord or permit any other tenant in the Project to terminate or modify its lease, (E) there is then in effect an uncured Event of Default, (F) the Transfer would increase the occupancy density or parking density of the Project or any portion thereof, (G) the Transfer would result in an undesirable tenant mix for the Project, as determined in good faith by Landlord, (H) the proposed transferee does not enjoy a good reputation, as a business or as a tenant; or (I) any guarantor of the Lease does not consent to such Transfer in a form satisfactory to Landlord. Any Transfer made without Landlord’s consent shall be void and, at Landlord’s election, shall constitute an Event of Default by Tenant’s request for a Transfer . Tenant shall also, within ten (10) business days of receipt of written request demand therefor. Tenant shall , pay to Landlord $500 as a review fee for each Transfer request, and reimburse Landlord for its reasonable attorneys’ fees and all other expenses costs incurred in connection with considering any request for its consent to a Transfer (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 occupantsTransfer. If Landlord consents to a proposed Transfer, then the proposed transferee shall deliver to Landlord a written Landlord’s standard form transfer consent and agreement 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 to the space subject to the Transfer, and only to the extent of the rent it has agreed to pay Tenant therefor. Landlord’s consent to a Transfer shall not release Tenant from performing its obligations under this LeaseLease (or any guarantor of this Lease of its obligations with respect thereto), 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 In the event of Default occurs while the Premises or any part thereof are subject to a Transferclaim by Tenant that Landlord has breached its obligations under this Paragraph 9.1, 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 remedies shall be limited to recovery of notice from Landlord to do so; however, Landlord shall not be obligated to accept separate Rent payments from any transferees its out-of-pocket damages and may require that all Rent be paid directly by Tenantinjunctive relief.

Transfers; Consent. Other than Permitted Transfers Except as described belowotherwise hereinafter provided in Section 9.(b), Tenant shall not, without the prior written consent of Landlord (which shall not may be unreasonably withheld or delayedin Landlord’s sole discretion, subject to the terms of this Section 9): (1i) advertise that any portion of the Premises is available for lease lease; (excluding the engagement of a real estate broker(s) to market sublease space), (2ii) assign, transfer, transfer or encumber this Lease or any estate or interest herein herein, whether directly or by operation of lawLaw; (iii) permit any other entity to become Tenant hereunder by merger, consolidation or other reorganization (3and for purposes of this Section 9, the surviving or resulting entity in any such merger, consolidation or other reorganization may be considered an entity other than Tenant, notwithstanding any applicable Law to the contrary) (iv) 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, 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 Sections 9.(a)(29.(a)(i) through 9.(a)(6(vii) being a “Transfer”). Provided no Event of Default then exists, Landlord shall not unreasonably withhold, condition or delay its consent to Tenant’s listing the Premises for assignment or sublease through a licensed broker or to any assignment of this Lease or subletting of the Premises, provided that Landlord may take into consideration all relevant factors surrounding the proposed sublease and assignment, including: (1) the business reputation of the proposed assignee or subtenant and its officers, directors and stockholders; (2) the nature of the business and the proposed use of the Premises by the proposed assignee or subtenant in relation to the other tenants or occupants of the Building, the Property or Victory Park; (3) whether the proposed assignee or subtenant is a tenant in any other space in the Building, the Property or Victory Park, provided Landlord may object to an assignee or sublessee on the basis set forth in this Section 9.(a)(3) only if Landlord or its affiliates are capable of and willing to lease space to such other tenant at market rates in the Building or in any other building at Victory Park owned by Landlord or its Affiliates; (4) the financial condition of the proposed assignee or subtenant; (5) restrictions, if any, contained in leases or other agreements affecting the Building, the Property or Victory Park that may apply to or restrict the proposed use of the Premises by the proposed assignee or subtenant; (6) the effect that the proposed assignee’s or subtenant’s occupancy or use of the Premises would have upon the operation and maintenance of the Building and Landlord’s investment therein; and (7) the extent to which the proposed assignee or subtenant and Tenant provide Landlord with assurances reasonably satisfactory to Landlord as to the satisfaction of Tenant’s obligations hereunder. In the event Landlord withholds its consent to any assignment of this Lease or subletting of the Premises, Landlord shall notify Tenant of the basis of Landlord’s decision to so withhold its consent. Without limiting the foregoing, Landlord shall be deemed to have acted reasonably in objecting to an assignment or sublease to, and Tenant shall have no right to assign this Lease or sublet any portion of the Premises to, any governmental body, agency, or bureau (of the United States, any state, county, municipality, or any subdivision thereof), any foreign government or subdivision thereof, including any embassy or consulate, any health care profession or health care organization offering medical services to the public from the Building, schools, or similar organizations, employment agencies, radio, television or other communication stations, restaurants, retailers offering retail services from the Premises, and any party who has, or any party whose affiliates have, been engaged in litigation with Landlord or any Hillwood Affiliate if, at the time of such assignment or sublease, Landlord is a Hillwood Affiliate. 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, 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 reputation creditworthiness and character. Landlord shall respond in writing to Contemporaneously with Tenant’s notice of any request for consent to a Transfer within ten (10) business days of receipt of written request therefor. Transfer, Tenant shall pay to Landlord a fee of $1,000.00 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 $500 per request)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, and only to the extent of the rent it has agreed to pay Tenant therefor. Landlord’s consent to a No Transfer shall not release Tenant from performing its obligations under this Lease, but rather Tenant and its transferee shall be jointly and severally liable thereforfor such obligations. Landlord’s consent to any Transfer shall not waive Landlord’s rights as to any subsequent Transfers. If an Event Tenant shall pay to Landlord, promptly after receipt thereof, 50% of Default occurs while the excess of (A) all compensation received by Tenant for a Transfer (other than a Permitted Transfer) less the costs and expenses reasonably incurred by Tenant with unaffiliated third parties in connection with such Transfer (e.g., brokerage commissions, tenant finish work, any improvement allowance or other economic concession paid by Tenant in connection with the Transfer, attorney’s fees, unamortized costs of Tenant’s Work, in excess of the TI Allowance, and subsequent improvements to the Premises or by Tenant, and any part thereof are subject other costs actually paid by Tenant in negotiating and effectuating the Transfer) over (B) the Rent allocable to a Transferthe portion of the Premises covered thereby; provided, 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; however, Landlord shall Tenant will not be obligated to accept separate Rent make any payments from any transferees under the foregoing provisions unless and may require that until Tenant has recouped all Rent be paid directly of the abovementioned costs and expenses incurred by TenantTenant in connection with the Transfer.

Transfers; Consent. Other than Permitted Transfers permitted transfers as described below, Tenant shall not, without the prior written consent of Landlord Landlord, which consent shall not be unreasonably withheld withheld, delayed or delayedconditioned, (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)lease, (2) assign, transfer, or encumber this Lease or any estate or interest herein whether directly or by operation of law, (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 Sections 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; and general references sufficient to enable Landlord to determine the proposed transferee’s 's reputation and character. Landlord shall respond in writing to Tenant’s request for a Transfer within ten (10) business days of receipt of written request therefor. Tenant shall reimburse Landlord 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 (not to exceed $500 per request)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 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 '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, and only to the extent of the rent it has agreed to pay Tenant therefor. Landlord’s '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; however, Landlord shall not be obligated to accept separate Rent payments from any transferees and may require that all Rent be paid directly by Tenant.

Transfers; Consent. Other than Permitted Transfers as described below, Tenant shall not, without the prior written consent of Landlord which shall not be unreasonably withheld or delayedLandlord, (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), (2a) assign, transfer, mortgage, hypothecate, or encumber this Lease or any estate or interest herein herein, whether directly directly, indirectly or by operation of law, (3b) permit any other entity to become a Tenant hereunder by merger, consolidation, or other reorganization, (c) 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 Sections 9.(a)(2) through 9.(a)(6) this Paragraph 9.1 being referred to herein as a “Transfer”"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 as Landlord may reasonably require. Any Transfer made without Landlord's consent shall be void and address; reasonably satisfactory information about its business and business history; its proposed use shall constitute an Event of the Premises; and general references sufficient to enable Landlord to determine the proposed transferee’s reputation and character. Landlord shall respond in writing to Default by Tenant’s request for a Transfer within ten (10) business days of receipt of written request therefor. Tenant shall pay to Landlord $500 as a review fee for each Transfer request, and reimburse Landlord for its reasonable attorneys’ ' fees and all other expenses costs incurred in connection with considering any request for its consent to a Transfer (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 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, and only to the extent of the rent it has agreed to pay Tenant therefor. Landlord’s 's consent to a Transfer shall not release Tenant from performing 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 Tenant’s receipt of notice from Landlord to do so; however, Landlord shall not be obligated to accept separate Rent payments from any transferees and may require that all Rent be paid directly by Tenant.

Transfers; Consent. Other than Permitted Transfers as described below, Tenant shall not, without may with the prior AND written consent of Landlord (which Landlord shall not be SUBLETTING unreasonably withheld withhold or delayeddelay), (1i) advertise that any portion of the Premises is available for lease (excluding the engagement of a real estate broker(s) to market sublease space)lease, (2ii) assign, transferassign or transfer this Lease, or encumber this Lease or any estate or interest herein whether directly or by operation of law, (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 Sections 9.(a)(210.(a)(ii) through 9.(a)(610.(a)(iii) being a “Transfer”"TRANSFER"). 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 '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 reputation 's creditworthiness and character. Landlord shall respond in writing to Tenant’s request for a Transfer within ten (10) business days of receipt of written request therefor. Tenant shall reimburse Landlord for its attorneys’ ' fees and other expenses incurred in connection with considering any request for its consent to a Transfer (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 occupantsTransfer. 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, and only to the extent of the rent it has agreed to pay Tenant therefor. Landlord’s '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. Rent and Tenant authorizes its transferees to make payments of rent Rent directly to Landlord upon Tenant’s receipt of notice from Landlord to do so; however, Landlord shall not be obligated to accept separate Rent payments from any transferees and may require that all Rent be paid directly by Tenant.

Transfers; Consent. Other than Permitted Transfers as described below, Tenant shall not, without the prior written consent of Landlord which shall not be unreasonably withheld (which, subject to the next sentence, Landlord may grant or delayeddeny in its sole discretion), (1) advertise that any portion use the picture or the name of the Premises is available for lease Building (excluding except in fliers distributed to the engagement of a real estate broker(sbrokerage community) to market sublease space)or use the name Tramxxxx Xxxx xx the logo for the Building or Tramxxxx Xxxx Xxxpany in any advertising regarding the Premises or the subletting or assignment thereof, (2) assign, transfer, or encumber this Lease or any estate or interest herein herein, whether directly or by operation of law, (3) if permit any other entity to become Tenant is an entity hereunder by merger, consolidation, or other reorganization (other than a corporation whose stock is publicly tradedPermitted Transfer [defined below]), (4) permit the transfer of an ownership interest in Tenant so as if Tenant has conveyed substantially all of its assets to result in a change in the current control of Tenantanother corporation without transferring this Lease to such corporation, (45) sublet any portion of the Premises, (56) grant any license, concession, or other right of occupancy of any portion of the PremisesPremises other than to independent contractors contracted by Tenant in its ordinary course of business to provide services to Tenant that are incidental to Tenant's business operations in the Premises (including, but not limited to, a sales office of Tenant), or (67) permit the use of the Premises by any parties other than Tenant (any of the events listed in Sections 9.(a)(210.(a)(2) through 9.(a)(610.(a)(7) being a “"TRANSFER"). Landlord shall not unreasonably withhold or delay its consent to any Transfer to a party which (A) is, in the reasonable judgment of Landlord, of a character or reputation or is engaged in a business which would not be harmful to the image and reputation of the Building, (B) will not use the Premises in a manner that would conflict with any exclusive use agreement or any other similar agreement entered into by Landlord with any other tenant of the Building, and (C) will not compete with the business of another Building tenant that is leasing more than 30,000 rentable square feet in the Building (however, if in Landlord's reasonable judgment, the proposed transferee's presence in the Building will not adversely affect Landlord's ability to renew or extend such competing tenant's lease or to lease expansion space in the Building to the competing tenant, than Landlord shall not unreasonably withhold or delay its consent to such Transfer”). Without limiting the foregoing, Landlord may (in its sole discretion) withhold its consent to any assignment or subletting of the Premises to any party which is a (i) governmental entity (or subdivision or agency thereof), (ii) would use the Premises in whole or in part for other than the Permitted Use, or (iii) which is (A) a prospective tenant that is in active lease negotiations with Landlord and to which Landlord has submitted a draft of a lease for space in the Building before Tenant or its agents contact such party. Additionally, Landlord may (in its sole discretion) withhold its consent to any Transfer to an occupant of the Building, if the Transfer in question would cause the aggregate number of rentable square feet transferred by Tenant to occupants of the Building to exceed 10,000 rentable square feet. 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 reputation 's creditworthiness and character. Landlord shall respond in writing notify Tenant whether it consents to Tenant’s request for a Transfer within ten (days after Landlord receives the information described in the previous sentence. If Landlord fails to notify Tenant that it disapproves of a Transfer within such 10) business days of receipt of written request therefor-day period, then Landlord shall be deemed to have approved the Transfer in question. Tenant shall reimburse Landlord for its reasonable attorneys’ ' fees and other expenses incurred in connection with considering any request for its consent to a Transfer (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 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, and only to the extent of the rent it has agreed to pay Tenant therefor. 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; however, Landlord shall not be obligated to accept separate Rent payments from any transferees and may require that all Rent be paid directly by Tenant.in

Transfers; Consent. Other than Permitted Transfers as described below, Tenant shall not, without the prior written consent of Landlord (which shall not be unreasonably withheld Landlord may grant or delayeddeny in its reasonable discretion), (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 Sections 9.(a)(2Section 10(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 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 reputation creditworthiness and character. Notwithstanding the foregoing, Landlord shall respond not unreasonably withhold its consent to a proposed assignment or sublease, 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 writing its reasonable discretion) that such subtenant or assignee is not of the character or quality of a tenant to Tenantwhom 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 subtenant or assignee is a governmental entity or a medical office, (v) the proposed subtenant’s request or assignee’s primary business is prohibited by any non-compete clause then affecting the Building, (vi) the proposed subtenant or assignee is a tenant of the Building or other building owned by Landlord in the San Clemente office park or Landlord is negotiating with the proposed subtenant or assignee to become a tenant of the Building or another building owned by Landlord in the San 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 to breach any recorded covenants or contractual obligations to which the Property or Landlord is subject or (x) such sublessee or assignee has a Transfer within ten (10) business days net worth insufficient to meet the obligations of receipt of written request thereforthe tenant under the Lease at the time Tenant submits the Required Information in connection with this Lease. Tenant shall reimburse Landlord for its attorneys’ fees and other expenses incurred in connection with considering any request for its consent to a Transfer (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 occupantsTransfer. 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, and only to the extent of the rent it has agreed to pay Tenant therefor. 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; however, Landlord shall not be obligated to accept separate Rent payments from any transferees and may require that all Rent be paid directly by Tenant.

Transfers; Consent. Other than Except for Permitted Transfers as described (defined below), Tenant shall not, without the prior written consent of Landlord which shall (such consent not to be unreasonably withheld withheld, conditioned 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 spaceexcept as hereinafter provided), (21) assign, transfer, or encumber this Lease or any estate or interest herein herein, whether directly or by operation of law, (2) permit any entity other 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 Sections 9.(a)(210.(a)(1) through 9.(a)(610.(a)(6) being a “Transfer”"TRANSFER"). 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 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; financial and other credit information; and general references sufficient to enable Landlord to determine the proposed transferee’s reputation 's creditworthiness and character. Landlord shall respond in writing to Tenant’s request for a Transfer within ten (10) business days of receipt of written request therefor. Tenant shall reimburse Landlord for its reasonable attorneys’ ' fees and other expenses incurred in connection with considering any request for its consent to a Transfer (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 occupantsTransfer. 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, and only to the extent of the rent it has agreed to pay Tenant therefor. Landlord’s 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 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; however, so (and Landlord shall not be obligated agrees to accept separate Rent payments from provide a copy of any transferees and may require that all Rent be paid directly by such notice to Tenant).

Transfers; Consent. Other than Permitted Transfers as described below, Tenant shall not, without the prior written consent of Landlord which shall not be unreasonably withheld or delayedLandlord, (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, 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 Sections 9.(a)(2Section 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 reputation 's creditworthiness and character. Landlord shall respond 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 writing the business community, (C) does not engage in business similar to those of other tenants in the Complex, and (D) is not another occupant of the Complex or person or entity with whom Landlord is negotiating to lease space in the Complex; otherwise, Landlord may withhold its consent in its sole discretion. Concurrently with Tenant’s 's notice of any request for consent to a Transfer within ten (10) business days of receipt of written request therefor. Transfer, Tenant shall pay to Landlord a fee of $750 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 (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 occupantsTransfer. 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, and only to Transfer for the extent period of the rent it has agreed to pay Tenant thereforTransfer. Landlord’s consent to a No 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; however, Landlord . Tenant shall not be obligated to accept separate Rent payments from pay for the cost of any transferees and may require that all Rent be paid directly demising walls or other improvements necessitated by Tenanta proposed subletting or assignment.

Transfers; Consent. Other than Permitted Transfers as described below, Tenant shall not, without the prior written consent of Landlord (which shall Landlord agrees will not be unreasonably withheld or delayed), (1i) advertise that any portion of the Premises is available for lease lease; (excluding the engagement of a real estate broker(s) to market sublease space), (2ii) assign, transfer, or encumber this Lease or any estate or interest herein herein, whether directly or by operation of law, (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 Sections 9.(a)(2clauses (ii) through 9.(a)(6(vi) being a “"Transfer”"). If Tenant requests Landlord’s '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 reputation 's creditworthiness and character. Landlord shall respond in writing to Tenant’s request for a Transfer within ten (10) business days of receipt of written request therefor. Tenant shall reimburse Landlord for its reasonable attorneys’ ' fees and other expenses incurred in connection with considering any request for its consent to a Transfer (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 occupantsTransfer. 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, and only to the extent of the rent it has agreed to pay Tenant therefor. Landlord’s '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 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 Tenant’s receipt of notice from Landlord to do so; however, Landlord shall not be obligated to accept separate Rent payments from any transferees and may require that all Rent be paid directly by Tenant.

Transfers; Consent. Other than Permitted Transfers as described Subject to Paragraph 9.3 below, Tenant shall not, without the prior written consent of Landlord which shall not be unreasonably withheld or delayedLandlord, (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), (2a) assign, transfer, mortgage, hypothecate, or encumber this Lease or any estate or interest herein herein, whether directly directly, indirectly or by operation of law, (3b) permit any other entity to become a Tenant hereunder by merger, consolidation, or other reorganization, (c) 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 Sections 9.(a)(2) through 9.(a)(6) this Paragraph 9.1 being referred to herein as a “Transfer”"TRANSFER"). If Tenant requests Landlord’s 's consent to a any Transfer, then at least ten (10) 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 TransferTransfer and all consideration therefor (including a calculation of the Transfer Profits described below), copies of the proposed documentation, and the following information about relating to the proposed transferee: name and address; information reasonably satisfactory information about its to Landlord concerning the proposed transferee's 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 reputation 's creditworthiness and character. Landlord shall respond not unreasonably withhold its consent to any assignment or subletting of the Premises, provided that the parties agree that it shall be reasonable for Landlord to withhold any such consent if, without limitation, Landlord determines in writing good faith that (A) the proposed transferee is not of a reasonable financial standing or is not creditworthy, (B) the proposed transferee is a governmental agency, (C) the proposed assignee or subtenant is a person with whom Landlord is negotiating, or has negotiated during the prior ninety (90) days, to lease space in the Project or the proposed assignee or subtenant is a present tenant of the Project and with whom Landlord is negotiating, or has negotiated during the prior one hundred eighty (180) days and Landlord has space available or will have space available in the Building or Project which space satisfies the material requirements of such present tenant with respect to its needs for additional space, including the approximate square footage, the approximately timing of the leasehold estate and the nature of the existing improvements or the ability to construct such improvements for the proposed transferee, or any affiliate thereof, is then an occupant in the Project or has engaged in discussions with Landlord concerning a lease of direct space in the Project, (D) the proposed Transfer would result in a breach of any obligation of Landlord or permit any other tenant in the Project to terminate or modify its lease, (E) there is then in effect an uncured Event of Default, (F) the Transfer would increase the occupancy density or parking density of the Project or any portion thereof, (G) the Transfer would result in an undesirable tenant mix for the Project, as determined in good faith by Landlord, (H) the proposed transferee does not enjoy a good reputation, as a business or as a tenant; or (I) any guarantor of the Lease does not consent to such Transfer in a form satisfactory to Landlord. Any Transfer made without Landlord's consent shall be void and, at Landlord's election, shall constitute an Event of Default by Tenant’s request for a Transfer . Tenant shall also, within ten (10) business days of receipt of written request demand therefor. Tenant shall , pay to Landlord $500 as a review fee for each Transfer request, and reimburse Landlord for its reasonable attorneys’ ' fees (which reasonable attorneys' fees shall not exceed $1,500.00 for each Transfer request) and all other expenses costs incurred in connection with considering any request for its consent to a Transfer (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 occupantsTransfer. If Landlord consents to a proposed Transfer, then the proposed transferee shall deliver to Landlord a written Landlord's standard form transfer consent and agreement whereby it the proposed transferee 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, and only to the extent of the rent it has agreed to pay Tenant therefor. Landlord’s 's consent to a Transfer shall not release Tenant from performing its obligations under this LeaseLease (or any guarantor of this Lease of its obligations with respect thereto), 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 's consent to any Transfer shall not waive Landlord’s 's rights as to any subsequent Transfers. If In the event of any claim by Tenant 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. Notwithstanding anything to the contrary in this Lease, the transfer of outstanding capital stock or other listed equity interests, or the purchase of outstanding capital stock or other listed equity interests, or the purchase of equity interests issued in an Event initial public offering of Default occurs while stock, by persons or parties other than "insiders" within the Premises meaning of the Securities Exchange Act of 1934, as amended, through the "over-the-counter" market 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; however, Landlord recognized national or international securities exchange shall not be obligated to accept separate Rent payments from any transferees and may require that all Rent be paid directly by Tenantincluded in determining whether control has been transferred.

Transfers; Consent. Other than Permitted Transfers Except as described belowallowed under Section 9(a), Tenant ------------------ shall not, without the prior written consent of Landlord which shall not be unreasonably withheld or delayedLandlord, (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 Sections 9.(a)(2Section 9.(b)(1) through 9.(a)(69.(b)(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 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 reputation 's creditworthiness and character. Landlord shall respond 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 writing the business community, (C) does not engage in business similar to Tenant’s request for a Transfer within ten those of the Landlord, any affiliate of the Landlord, or of other tenants in the Building, and (10D) business days is not another occupant of receipt of written request thereforthe Building or person or entity with whom Landlord is negotiating to lease space in the Building; otherwise, Landlord may withhold its consent in its sole discretion. Tenant shall (i) 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 Transfer, and (not to exceed $500 per request). ii) shall provide 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 occupantsSecurity 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 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, and only to Transfer for the extent period of the rent it has agreed to pay Tenant thereforTransfer. Landlord’s consent to a No 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 (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 Tenant’s receipt of notice from Landlord to do so; however, Landlord . Tenant shall not be obligated to accept separate Rent payments from pay for the cost of any transferees and may require that all Rent be paid directly demising walls or other improvements necessitated by Tenanta proposed subletting or assignment.

Transfers; Consent. Other than Permitted Transfers as described below, Tenant shall notnot have the right, without the prior written consent of Landlord which consent shall not be unreasonably withheld or delayeddenied, to, (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), (2a) assign, transfer, mortgage, hypothecate, or encumber this Lease or any estate or interest herein herein, whether directly directly, indirectly or by operation of law, (3b) permit any other entity to become a Tenant hereunder by merger, consolidation, or other reorganization, with the exception of wholly-owned subsidiaries and affiliates of Tenant as set forth in Paragraph 9.3, (c) 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 Sections 9.(a)(2) through 9.(a)(6) this Paragraph 9.1 being referred to herein as a “"Transfer”"). If Tenant requests Landlord’s '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 TransferTransfer and all consideration therefor (including a calculation of the Transfer Profits described below), copies of the proposed documentation, and the following information about relating to the proposed transferee: name and address; information reasonably satisfactory information about its to Landlord concerning the proposed transferee's 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 reputation 's creditworthiness and character. Landlord shall respond not unreasonably withhold its consent to any assignment or subletting of the Premises, provided that the parties agree that it shall be reasonable for Landlord to withhold any such consent if, without limitation, Landlord determines in writing good faith that (A) the proposed transferee is not of a reasonable financial standing or is not creditworthy, (B) the proposed transferee is a governmental agency, (C) the proposed transferee, or any affiliate thereof, is then an occupant in the Project or has engaged in discussions with Landlord concerning a lease of direct space in the Project, (D) the proposed Transfer would result in a breach of any obligation of Landlord or permit any other tenant in the Project to terminate or modify its lease, (E) there is then in effect an uncured Event of Default, (F) the Transfer would increase the occupancy density or parking density of the Project or any portion thereof, (G) the Transfer would result in an undesirable tenant mix for the Project, as determined in good faith by Landlord, (H) the proposed transferee does not enjoy a good reputation, as a business or as a tenant. Any Transfer made without Landlord's consent shall be void and, at Landlord's election, shall constitute an Event of Default by Tenant’s request for a Transfer . Tenant shall also, within ten (10) business days of receipt of written request demand therefor. Tenant shall , pay to Landlord $500 as a review fee for each Transfer request, and reimburse Landlord for its reasonable attorneys’ ' fees and all other expenses costs incurred in connection with considering any request for its consent to a Transfer (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 occupantsTransfer. If Landlord consents to a proposed Transfer, then the proposed transferee shall deliver to Landlord a written Landlord's standard form transfer consent and agreement whereby it the proposed transferee 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, and only to the extent of the rent it has agreed to pay Tenant therefor. Landlord’s 's consent to a Transfer shall not release Tenant from performing its obligations under this LeaseLease (or any guarantor of this Lease of its obligations with respect thereto), 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 's consent to any Transfer shall not waive Landlord’s 's rights as to any subsequent Transfers. If an Event In the event of Default occurs while the Premises or any part thereof are subject claim by Tenant that Landlord has breached its obligations under this Paragraph 13, Tenant's remedies shall be limited to a Transfer, then Landlord, in addition to recovery of its other remedies, may collect directly from such transferee all rents becoming due to Tenant out-of-pocket damages 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; however, Landlord shall not be obligated to accept separate Rent payments from any transferees and may require that all Rent be paid directly by Tenantinjunctive relief.

Transfers; Consent. Other than Permitted Transfers as described below, Tenant shall not, without the prior written consent of Landlord which shall not be unreasonably withheld or delayedLandlord, (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), (2a) assign, transfer, mortgage, hypothecate, or encumber this Lease or any estate or interest herein herein, whether directly directly, indirectly or by operation of law, (3b) permit any other entity to become a Tenant hereunder by merger, consolidation, or other reorganization, (c) 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 Sections 9.(a)(2) through 9.(a)(6) this Paragraph 9.1 being referred to herein as a “"Transfer”"). If Tenant requests Landlord’s '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 TransferTransfer and all consideration therefor (including a calculation of the Transfer Profits described below), copies of the proposed documentation, and the following information about relating to the proposed transferee: name and address; information reasonably satisfactory information about its to Landlord concerning the proposed transferee's 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 reputation 's creditworthiness and character. Landlord shall respond not unreasonably withhold its consent to any assignment or subletting of the Premises, provided that the parties agree that it shall be reasonable for Landlord to withhold any such consent if, without limitation, Landlord determines in writing good faith that (A) the proposed transferee is not of a reasonable financial standing or is not creditworthy, (B) the proposed transferee is a governmental agency, (D) the proposed Transfer would result in a breach of any obligation of Landlord or permit any other tenant in the Project to terminate or modify its lease, (E) there is then in effect an uncured Event of Default, (F) the Transfer would increase the occupancy density or parking density of the Project or any portion thereof, (G) the Transfer would result in an undesirable tenant mix for the Project, as determined in good faith by Landlord, (H) the proposed transferee does not enjoy a good reputation, as a business or as a tenant; or (I) any guarantor of the Lease does not consent to such Transfer in a form satisfactory to Landlord. Any Transfer made without Landlord's consent shall be void and, at Landlord's election, shall constitute an Event of Default by Tenant’s request for a Transfer . Tenant shall also, within ten (10) business days of receipt of written request demand therefor. Tenant shall , pay to Landlord $500 as a review fee for each Transfer request, and reimburse Landlord for its reasonable attorneys’ ' fees and all other expenses costs incurred in connection with considering any request for its consent to a Transfer (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 occupantsTransfer. If Landlord consents to a proposed Transfer, then the proposed transferee shall deliver to Landlord a written Landlord's standard form transfer consent and agreement whereby it the proposed transferee 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, and only to the extent of the rent it has agreed to pay Tenant therefor. Landlord’s 's consent to a Transfer shall not release Tenant from performing its obligations under this LeaseLease (or any guarantor of this Lease of its obligations with respect thereto), 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 's consent to any Transfer shall not waive Landlord’s 's rights as to any subsequent Transfers. If an Event In the event of Default occurs while the Premises or any part thereof are subject claim by Tenant that Landlord has breached its obligations under this Paragraph 9.1, Tenant's remedies shall be limited to a Transfer, then Landlord, in addition to recovery of its other remedies, may collect directly from such transferee all rents becoming due to Tenant out-of-pocket damages 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; however, Landlord shall not be obligated to accept separate Rent payments from any transferees and may require that all Rent be paid directly by Tenantinjunctive relief.

Transfers; Consent. Other than Permitted Transfers as described below, Tenant shall not, without the prior written consent of Landlord (which shall not be unreasonably withheld Landlord may grant or delayeddeny in its sole discretion), (1i) advertise that any portion of the Premises is available for lease (excluding the engagement of a real estate broker(s) to market sublease space)lease, (2ii) assign, transfer, or encumber this Lease or any estate or interest herein herein, whether directly or by operation of law, (3iii) permit any other entity to become Tenant hereunder by merger, consolidation, or other reorganization, (iv) 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 Sections 9.(a)(2clauses (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 '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 reasonably available to Tenant; and general references sufficient to enable Landlord to determine the proposed transferee’s reputation 's creditworthiness and character. Landlord shall respond in writing to Tenant’s request for a Transfer within ten (10) business days of receipt of written request therefor. Tenant shall reimburse Landlord for its reasonable attorneys’ ' fees and other reasonable expenses incurred in connection with considering any request for its consent to a Transfer (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 occupantsTransfer. 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, and only to the extent of the rent it has agreed to pay Tenant therefor. 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; however, Landlord shall not be obligated to accept separate Rent payments from any transferees and may require that all Rent be paid directly by Tenant.

Transfers; Consent. Other than Permitted Transfers as described below, Tenant shall ------------------ AND not, without the prior written consent of SUBLETING Landlord (which shall not be unreasonably withheld or delayed, withheld) (1i) advertise that any portion of the Premises is available for lease (excluding the engagement of a real estate broker(s) to market sublease space)lease, (2ii) assign, transfer, or encumber this Lease or any estate or interest herein herein, whether directly or by operation of law, (3iii) permit any other entity to become Tenant hereunder by merger, consolidation, or other reorganization, (iv) 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 Sections 9.(a)(2clauses (i) through 9.(a)(6(vii) 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 reputation 's credit worthiness and character. Landlord shall respond in writing to Tenant’s request for a Transfer within ten (10) business days of receipt of written request therefor. Tenant shall reimburse Landlord for its reasonable attorneys’ ' fees and other expenses incurred in connection with considering any request for its consent to a Transfer (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 occupantsTransfer. 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, and only to the extent of the rent it has agreed to pay Tenant therefor. Landlord’s '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; however, Landlord shall not be obligated to accept separate Rent payments from any transferees and may require that all Rent be paid directly by Tenant.

Transfers; Consent. Other than Permitted Transfers as described below, Tenant shall not, without the prior written consent of Landlord which shall not be unreasonably withheld or delayedLandlord, (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), (2a) assign, transfer, mortgage, hypothecate, or encumber this Lease or any estate or interest herein herein, whether directly directly, indirectly or by operation of law, (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 Sections 9.(a)(2) through 9.(a)(6) this Paragraph 9.1 being referred to herein as a “"Transfer”"). If Tenant requests Landlord’s '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 request. Landlord shall not unreasonably withhold its business and business history; its proposed use consent to any assignment or subletting of the Premises; and general references sufficient to enable , provided that the parties agree that it shall be reasonable for Landlord to determine withhold any such consent if, without limitation, Landlord determines in good faith that (A) the proposed transferee’s reputation and charactertransferee is not of a reasonable financial standing or is not creditworthy, (B) the proposed Transfer would result in a breach of any obligation of Landlord, or (C) there is then in effect, or has occurred at any time, an uncured Event of Default. Landlord Any Transfer made without Landlord's consent shall respond in writing to be void and, at Landlord's election, shall constitute an Event of Default by Tenant’s request for a Transfer . Tenant shall also, within ten (10) business days of receipt of written request demand therefor. Tenant shall , pay to Landlord $1,500 as a review fee for each Transfer request, and reimburse Landlord for its reasonable attorneys’ ' fees and all other expenses costs incurred in connection with considering any request for its consent to a Transfer (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 occupantsTransfer. 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 '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, and only to the extent of the rent it has agreed to pay Tenant therefor. Landlord’s 's consent to a Transfer shall not release Tenant from performing 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 's consent to any Transfer shall not waive Landlord’s 's rights as to any subsequent Transfers. If an Event In the event of Default occurs while the Premises or any part thereof are subject claim by Tenant that Landlord has breached its obligations under this Paragraph 9.1, Tenant's remedies shall be limited to a Transfer, then Landlord, in addition to recovery of its other remedies, may collect directly from such transferee all rents becoming due to Tenant out-of-pocket damages 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; however, Landlord shall not be obligated to accept separate Rent payments from any transferees and may require that all Rent be paid directly by Tenantinjunctive relief.

Transfers; Consent. Other than Permitted Transfers as described below, Tenant shall not, without the prior written consent of Landlord which shall not be unreasonably withheld or delayed, Landlord. (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, 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 Sections 9.(a)(2Section 9.(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 '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 reputation 's creditworthiness and character. Landlord shall respond 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 writing the business community, (C) does not engage in business similar to Tenant’s those of other tenants in the Building, and (D) is not another occupant of the Building; otherwise, Landlord may withhold its consent in its sole discretion. Concurrently with Tenants notice of any request for consent to a Transfer within ten (10) business days of receipt of written request therefor. Transfer, Tenant shall pay to Landlord a fee of $75.00 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 (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 occupantsTransfer. 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 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, and only to Transfer for the extent period of the rent it has agreed to pay Tenant thereforTransfer. Landlord’s '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. In the event, however, Tenant assigns this Lease to a non-related 3rd party, acceptable to Landlord’s , 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 '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; however, Landlord shall not be obligated to accept separate Rent payments from any transferees and may require that all Rent be paid directly by Tenant.

Transfers; Consent. Other than Permitted Transfers as described below, Tenant shall not, without the prior written ------------------ consent of Landlord which shall not be unreasonably withheld or delayedLandlord, a (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), (2a) assign, transfer, mortgage, hypothecate, or encumber this Lease or any estate or interest herein herein, whether directly directly, indirectly or by operation of law, (3b) permit any other entity to become a Tenant hereunder by merger, consolidation, or other reorganization, other than a merger, consolidation or similar business combination between Tenant and another bank or financial institution, (c) 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) 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 Sections 9.(a)(2) through 9.(a)(6) this Paragraph 9.1 being referred to herein as a “"Transfer”"). If Tenant requests Landlord’s '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 TransferTransfer and all consideration therefor (including calculation of the Transfer Profits described below), copies of the proposed documentation, and the following information about relating to the proposed transferee: name and address; information reasonably satisfactory information about its to Landlord concerning the transferee's 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 reputation 's creditworthiness and character. Landlord shall respond not unreasonably withhold its consent to any assignment or subletting of the Premises, provided that the parties agree that it shall be reasonable for Landlord to withhold any such consent if, without limitation, Landlord determines in writing good faith that (A) the proposed transferee is not of a reasonable financial standing or is not creditworthy, (B) the proposed transferee is a governmental agency, (C) the proposed transferee, or any affiliate thereof, is then an occupant in the Project or has engaged in discussions with Landlord concerning a lease of direct space in the Project, (D) the proposed Transfer would result in a breach of any obligation of Landlord or permit any other tenant in the Project to terminate or modify its lease, (E) there is then in effect an uncured Event of Default, (F) the Transfer would increase the occupancy density or parking density of the Project or any portion thereof, (G) the Transfer would result in an undesirable tenant mix for the Project, as determined in good faith by the Landlord, (H) the proposed transferee does not enjoy a good reputation, as a business or as a tenant; or (I) any guarantor of the Lease does not consent to such Transfer in a form satisfactory to Landlord. Any Transfer made without Landlord's consent shall be void and, at Landlord's election, shall constitute an Event of Default by Tenant’s request for a Transfer . Tenant shall also, within ten (10) business days of receipt of written request demand therefor. Tenant shall , pay to Landlord $500 as a review fee for each Transfer request, and reimburse Landlord for its attorneys’ reasonable attorney's fees and all other expenses costs incurred in connection with considering any request for its consent to a Transfer (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 occupantsTransfer. If Landlord consents to a proposed Transfer, then the proposed transferee shall deliver to Landlord a written Landlord's standard form transfer consent and agreement whereby it the proposed transferee 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, and only to the extent of the rent it has agreed to pay Tenant therefor. Landlord’s 's consent to a Transfer shall not release Tenant from performing its obligations under this LeaseLease (or any guarantor of this Lease of its obligations with respect thereto), 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 's consent to any Transfer shall not waive Landlord’s 's rights as to any subsequent Transfers. If an Event In the event of Default occurs while the Premises or any part thereof are subject claim by Tenant that Landlord has breached its obligations under this Paragraph 9.1, Tenant's remedies shall be limited to a Transferrecovery of its out-of-pocket damages (excluding consequential, then Landlordincidental and punitive damages, in addition to its other remedies, may collect directly from such transferee all rents becoming due to Tenant if any,) 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; however, Landlord shall not be obligated to accept separate Rent payments from any transferees and may require that all Rent be paid directly by Tenantinjunctive relief.

Transfers; Consent. Other than Permitted Transfers as described below, Tenant shall not, without the prior written consent of Landlord (which shall not be unreasonably withheld Landlord may grant or delayeddeny in its sole discretion), (1I) advertise that any portion of the Premises is available for lease (excluding the engagement of a real estate broker(s) to market sublease space)lease, (2) assign, transfer, or encumber this Lease or any estate or interest herein herein, whether directly or by operation of law, (3) permit any other entity to become Tenant hereunder by merger, consolidation, or other reorganization, (4) 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 Sections 9.(a)(2IO.(a)(2) through 9.(a)(610.(a)(7) being a “"Transfer”"). If Tenant requests Landlord’s 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 reputation 's creditwo1thiness and character. Landlord shall respond in writing to Tenant’s request for a Transfer within ten (10) business days of receipt of written request therefor. Tenant shall reimburse Landlord 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 (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 occupantsTransfer. 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, and only to the extent of the rent it has agreed to pay Tenant therefortherefore. Landlord’s '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 upon Tenant’s receipt of notice from Landlord to do so; however, Landlord shall not be obligated to accept separate Rent payments from any transferees and may require that all Rent be paid directly by Tenant.

Transfers; Consent. Other than Permitted Transfers permitted transfers as described below, Tenant shall not, without the prior written consent of Landlord Landlord, which consent shall not be unreasonably withheld withheld, delayed or delayed, conditioned: (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 whether directly or by operation of law, (32) 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 Sections 9.(a)(29(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 '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; and general references sufficient to enable Landlord to determine the proposed transferee’s 's reputation and character. Landlord shall 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 a proposed Transfer in the event the proposed transferee or subtenant: (i) 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. Landlord specifically agrees that if a proposed transferee or sublicensee is already a tenant in the Building or the International Business Park or is an active prospect for space in another building in the International Business Park, such fact shall not be a factor against Landlord’s approval thereof; notwithstanding the foregoing, Landlord may withhold its consent in its sole and absolute discretion to a proposed 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 reimburse Landlord 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 (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 occupantsTransfer. 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, and only to the extent of the rent it has agreed to pay Tenant therefor. Landlord’s '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 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; however, Landlord shall not be obligated to accept separate Rent payments from any transferees and may require that all Rent be paid directly by Tenant.

Transfers; Consent. Other than Permitted Transfers permitted transfers as described below, Tenant shall not, without the prior written consent of Landlord 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(s) broker to market sublease space), (2) assign, transfer, or encumber this Lease or any estate or interest herein whether directly or by operation of law, (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 Sections 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; and general references sufficient to enable Landlord to determine the proposed transferee’s reputation and character. Landlord shall respond in writing to Tenant’s request for a Transfer within ten (10) business days of receipt of written request therefor. Tenant shall reimburse Landlord for its attorneys’ fees and other expenses incurred in connection with considering any request for its consent to a Transfer (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 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, and only to the extent of the rent it has agreed to pay Tenant therefor. 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; however, Landlord shall not be obligated to accept separate Rent payments from any transferees and may require that all Rent be paid directly by Tenant.

Transfers; Consent. Other than Permitted Transfers Except as described belowpermitted under subpart (c) of this Section 10, Tenant shall not, without the prior written consent of Landlord (which shall will not be unreasonably withheld withheld, conditioned 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, (32) 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 Sections 9.(a)(2I0.(a)(1) through 9.(a)(610.(a)(5) 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; 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 reputation creditworthiness and character. Landlord shall respond in writing to Tenant’s request for a Transfer within ten (10) business days of receipt of written request therefor. Tenant shall reimburse Landlord for its attorneys’ fees and other expenses reasonably incurred in connection with considering any request for its consent to a Transfer (not to exceed $500 per request)Transfer. Landlord shall not unreasonably withhold, delay or condition its consent except that give written notice to Tenant regarding whether Landlord may withhold or condition its consent if it reasonably determines that consents to a proposed Transfer within 15 days after Landlord’s receipt of 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 occupantsforegoing 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 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, and only to the extent of the rent it has agreed to pay Tenant therefortherefore. 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 during any period that an uncured Event of Default by Tenant exists hereunder upon Tenantany such transferee’s receipt of notice from Landlord to do so; however, Landlord shall not be obligated to accept separate Rent payments from any transferees and may require that all Rent be paid directly by Tenant.

Transfers; Consent. Other than Permitted Transfers as described below, Tenant shall not, without the prior written consent of Landlord which shall not be unreasonably withheld or delayedLandlord, (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), (2a) assign, transfer, mortgage, hypothecate, or encumber this Lease or any estate or interest herein herein, whether directly directly, indirectly or by operation of law, (3b) permit any other entity to become a Tenant hereunder by merger, consolidation, or other reorganization, (c) 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 Sections 9.(a)(2) through 9.(a)(6) this Paragraph 9.1 being referred to herein as a “"Transfer”"). If Tenant requests Landlord’s '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 TransferTransfer and all consideration therefor (including a calculation of the Transfer Profits described below), copies of the proposed documentation, and the following information about relating to the proposed transferee: name and address; information reasonably satisfactory information about its to Landlord concerning the proposed transferee's 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 reputation 's creditworthiness and character. Landlord shall respond not unreasonably withhold its consent to any assignment or subletting of the Premises, provided that the parties agree that it shall be reasonable for Landlord to withhold any such consent if, without limitation, Landlord determines in writing good faith that (A) the proposed transferee is not of a reasonable financial standing or is not creditworthy, (B) the proposed transferee is a governmental agency, (C) the proposed transferee, or any affiliate thereof, is then an occupant in the Project or has engaged in discussions with Landlord concerning a lease of direct space in the Project, (D) the proposed Transfer would result in a breach of any obligation of Landlord or permit any other tenant in the Project to terminate or modify its lease, (E) there is then in effect an uncured Event of Default, (F) the Transfer would increase the occupancy density or parking density of the Project or any portion thereof, (G) the Transfer would result in an undesirable tenant mix for the Project, as determined in good faith by Landlord, (H) the proposed transferee does not enjoy a good reputation, as a business or as a tenant; or (I) any guarantor of the Lease does not consent to such Transfer in a form satisfactory to Landlord. Any Transfer made without Landlord's consent shall be void and, at Landlord's election, shall constitute an Event of Default by Tenant’s request for a Transfer . Tenant shall also, within ten (10) business days of receipt of written request demand therefor. Tenant shall , pay to Landlord $500 as a review fee for each Transfer request, and reimburse Landlord for its reasonable attorneys’ ' fees and all other expenses costs incurred in connection with considering any request for its consent to a Transfer (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 occupantsTransfer. If Landlord consents to a proposed Transfer, then the proposed transferee shall deliver to Landlord a written Landlord's standard form transfer Short Form Office - Net Lease (CA) -4- Version 10.1 consent and agreement whereby it the proposed transferee 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, and only to the extent of the rent it has agreed to pay Tenant therefor. Landlord’s 's consent to a Transfer shall not release Tenant from performing its obligations under this LeaseLease (or any guarantor of this Lease of its obligations with respect thereto), 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 's consent to any Transfer shall not waive Landlord’s 's rights as to any subsequent Transfers. If an Event In the event of Default occurs while the Premises or any part thereof are subject claim by Tenant that Landlord has breached its obligations under this Paragraph 9.1, Tenant's remedies shall be limited to a Transfer, then Landlord, in addition to recovery of its other remedies, may collect directly from such transferee all rents becoming due to Tenant out-of-pocket damages 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; however, Landlord shall not be obligated to accept separate Rent payments from any transferees and may require that all Rent be paid directly by Tenantinjunctive relief.

Transfers; Consent. Other than Permitted Transfers as described below, Tenant shall not, without the prior written consent of Landlord which shall not be unreasonably withheld or delayedLandlord, (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 Sections 9.(a)(2Section 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 reputation creditworthiness and character. Landlord shall respond 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 writing the business community, (C) does not engage in business similar to those of other tenants in the Building, and (D) is not another occupant of the Building; otherwise, Landlord may withhold its consent in its sole discretion. Concurrently with Tenant’s notice of any request for consent to a Transfer within ten (10) business days of receipt of written request therefor. Transfer, Tenant shall pay to Landlord a fee of $250.00 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 (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 occupantsTransfer. 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, and only to Transfer for the extent period of the rent it has agreed to pay Tenant thereforTransfer. 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; however, Landlord shall not be obligated to accept separate Rent payments from any transferees and may require that all Rent be paid directly by Tenant.