Common use of Transfers Clause in Contracts

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the Landlord’s prior written consent of Landlordconsent, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, transfer this Lease or any interest hereunder, permit any assignment, assignment or other transfer of this Lease hereof or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any sublease or license or concession agreements or agreement, otherwise permit the occupancy or use of any part of the Premises or any part thereof by any persons other than Tenant and its employees and contractors contractors, or permit a Change of Control (all of the foregoing are hereinafter sometimes referred defined in Section 14.6) to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as occur (each, a “TransfereeTransfer”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify provide Landlord in writingwith (i) notice of the terms of the proposed Transfer, which notice including its proposed effective date (the “Transfer NoticeContemplated Effective Date”) shall include (i) the proposed effective date of the Transfer), which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Contemplated Transfer Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including a calculation of the “Transfer Premium”, as that term is Premium (defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee14.3), and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (ivii) current financial statements of the proposed Transferee transferee (or, in the case of a Change of Control, of the proposed new controlling party(ies)) certified by an officer, partner officer or owner thereof, thereof and any other information reasonably required by Landlord which will enable Landlord in order to determine the financial responsibility, character, and reputation of evaluate the proposed TransfereeTransfer (collectively, nature the “Transfer Notice”). Within 30 days after receiving the Transfer Notice, Landlord shall notify Tenant of such Transferee’s business and (a) its consent to the proposed use Transfer, (b) its refusal to consent to the proposed Transfer, or (c) its exercise of the Subject Spaceits rights under Section 14.4. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Default (defined in Section 19). Tenant under this Lease. Whether shall pay Landlord a fee of $1,500.00 for Landlord’s review of any proposed Transfer, whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlordit.

Transfers. Tenant shall not, without the Landlord’s prior written consent of Landlordconsent, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, transfer this Lease or any interest hereunder, permit any assignment, assignment or other transfer of this Lease hereof or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any sublease or license or concession agreements or agreement, otherwise permit the occupancy or use of any part of the Premises or any part thereof by any persons other than Tenant and its employees and contractors contractors, or permit a Change of Control (all of the foregoing are hereinafter sometimes referred defined in Section 14.6) to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as occur (each, a “TransfereeTransfer”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify provide Landlord in writingwith (i) notice of the terms of the proposed Transfer, which notice including its proposed effective date (the “Transfer NoticeContemplated Effective Date”) shall include (i) the proposed effective date of the Transfer), which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Contemplated Transfer Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including a calculation of the “Transfer Premium”, as that term is Premium (defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee14.3), and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (ivii) current financial statements of the proposed Transferee transferee (or, in the case of a Change of Control, of the proposed new controlling party(ies)) certified by an officer, partner officer or owner thereof, thereof and any other information reasonably required by Landlord which will enable Landlord in order to determine the financial responsibility, character, and reputation of evaluate the proposed TransfereeTransfer (collectively, nature the “Transfer Notice”). Within 15 business days after receiving the Transfer Notice, Landlord shall notify Tenant of such Transferee’s business and (a) its consent to the proposed use Transfer, (b) its refusal to consent to the proposed Transfer, or (c) its exercise of the Subject Spaceits rights under Section 14.4. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Default (defined in Section 19). Tenant under this Lease. Whether shall pay Landlord a fee of $1,500.00 for Landlord’s review of any proposed Transfer, whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlordit.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “"Transfers” " and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “"Transferee”"). If Tenant desires Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “"Transfer Notice”") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty fifteen (3015) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “"Subject Space”"), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “"Transfer Premium”", as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord's standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s 's business and proposed use of the Subject Space. Space and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s 's option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s 's reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’', accountants’', architects’', engineers’ ' and consultants’ ' fees) incurred by Landlord (Landlord, not to exceed $3,500 [***] for a Transfer in the aggregate for any particular Transfer)ordinary course of business, within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively individually as a “Transfer,” and, collectively, as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. , and (v) upon Landlord’s request, an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable out-of-pocket professional fees (including, without limitation, reasonable attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. , and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the Landlord’s prior written consent of Landlordconsent, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, transfer this Lease or any interest hereunder, permit any assignment, assignment or other transfer of this Lease hereof or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any sublease or license or concession agreements or agreement, otherwise permit the occupancy or use of any part of the Premises or any part thereof by any persons other than Tenant and its employees and contractors contractors, or permit a Change of Control (all of the foregoing are hereinafter sometimes referred defined in Section 14.6) to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as occur (each, a “TransfereeTransfer”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify provide Landlord in writingwith (i) notice of the terms of the proposed Transfer, which notice including its proposed effective date (the “Transfer NoticeContemplated Effective Date”) shall include (i) the proposed effective date of the Transfer), which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Contemplated Transfer Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including a calculation of the “Transfer Premium”, as that term is Premium (defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee14.3), and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (ivii) current financial statements of the proposed Transferee transferee (or, in the case of a Change of Control, of the proposed new controlling party(ies)) certified by an officer, partner officer or owner thereof, thereof and any other information reasonably required by Landlord which will enable Landlord in order to determine the financial responsibility, character, and reputation of evaluate the proposed TransfereeTransfer (collectively, nature the “Transfer Notice”). Within 20 days after receiving the Transfer Notice, Landlord shall notify Tenant of such Transferee’s business and (a) its consent to the proposed use Transfer, (b) its refusal to consent to the proposed Transfer, or (c) its exercise of the Subject Spaceits rights under Section 14.4. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Default. Concurrently with Tenant’s delivery of the Transfer Notice, Tenant under this Lease. Whether shall pay Landlord a fee of $1,500.00 for Landlord’s review of any proposed Transfer, whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlordit.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a an executed copy of all existing executed and/or proposed documentation pertaining to effectuating the proposed Transfer, including all operative documents to evidence such Transfer and (iv) current financial statements of all agreements incidental or related to such Transfer, provided that Landlord shall have the proposed Transferee certified by an officer, partner or owner thereof, and any other information reasonably required by Landlord which will enable Landlord right to determine require Tenant to utilize Landlord’s standard Transfer documents in connection with the financial responsibility, character, and reputation of the proposed Transferee, nature documentation of such Transferee’s business and proposed use of the Subject Space. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlord.1049651.1 1/SF 373398-00076/i i-i3-i7/arb/jll 21 Recursion Pharmaceuticuls. Inc.

Transfers. Tenant shall not, without the Landlord’s prior written consent of Landlordconsent, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, transfer this Lease or any interest hereunder, permit any assignment, assignment or other transfer of this Lease hereof or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any sublease or license or concession agreements or agreement, otherwise permit the occupancy or use of any part of the Premises or any part thereof by any persons other than Tenant and its employees and contractors contractors, or permit a Change of Control (all of the foregoing are hereinafter sometimes referred defined in Section 14.6) to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as occur (each, a “TransfereeTransfer”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify provide Landlord in writingwith (i) notice of the terms of the proposed Transfer, which notice including its proposed effective date (the “Transfer NoticeContemplated Effective Date”) shall include (i) the proposed effective date of the Transfer), which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Contemplated Transfer Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including a calculation of the “Transfer Premium”, as that term is Premium (defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee14.3), and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (ivii) current financial statements of the proposed Transferee transferee (or, in the case of a Change of Control, of the proposed new controlling party(ies)) certified by an officer, partner officer or owner thereof, thereof and any other information reasonably required by Landlord which will enable Landlord in order to determine the financial responsibility, character, and reputation of evaluate the proposed TransfereeTransfer (collectively, nature the “Transfer Notice”). Within 15 business days after receiving the Transfer Notice, Landlord shall notify Tenant of such Transferee’s business and (a) its consent to the proposed use Transfer, (b) its refusal to consent to the proposed Transfer, or (c) its exercise of the Subject Spaceits rights under Section 14.4. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Default. Tenant under this Lease. Whether shall pay Landlord a fee of $1,500.00 for Landlord’s review of any proposed Transfer, whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlordit.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “"Transfers” " and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “"Transferee”"). If Tenant desires Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “"Transfer Notice”") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “"Subject Space”"), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “"Transfer Premium”", as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s 's business and proposed use of the Subject Space. Any Transfer made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s 's option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s 's reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’', accountants’', architects’', engineers’ ' and consultants’ ' fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord ▇▇▇▇▇▇▇▇ (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty ten (3010) business days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this LeaseLease after the expiration of applicable notice and cure periods. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (Landlord, not to exceed $3,500 2,500.00 for a Transfer in the aggregate for any particular Transfer)ordinary course of business, within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty twenty (3020) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as fees(not to exceed $1,500.00 for Landlord’s internal costs) plus any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord.

Transfers. Except as otherwise expressly provided herein, Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “"Transfers” " and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “"Transferee”"). If Tenant desires Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “"Transfer Notice”") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “"Subject Space”"), (iii) all of the material terms of the proposed Transfer and the consideration therefor, including calculation of the “"Transfer Premium”", if any, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s 's business and proposed use of the Subject Space. , and (v) an executed estoppel certificate from Tenant substantially in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effecteffect with respect to this Lease and the Premises, and shall, at Landlord’s 's option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s 's reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, reasonable attorneys’', accountants’', architects’', engineers’ ' and consultants’ ' fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord; provided, however, that if the proposed Transfer does not involve a change of use or substantial alterations of the Premises, Landlord's recoverable fees shall not exceed $4,000.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person or entity to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Space and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of Landlord, which will not be unreasonably withheld, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (Landlord, not to exceed Two Thousand and 00/100 Dollars ($3,500 2,000.00) for a Transfer in the aggregate for any particular Transfer)ordinary course of business, within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the Landlord’s prior written consent of Landlordconsent, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, transfer this Lease or any interest hereunder, permit any assignment, assignment or other transfer of this Lease hereof or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any sublease or license or concession agreements or agreement, otherwise permit the occupancy or use of any part of the Premises or any part thereof by any persons other than Tenant and its employees and contractors contractors, or permit a Change of Control (all of the foregoing are hereinafter sometimes referred defined in Section 14.6) to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as occur (each, a “TransfereeTransfer”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify provide Landlord in writingwith (i) notice of the terms of the proposed Transfer, which notice including its proposed effective date (the “Transfer NoticeContemplated Effective Date”) shall include (i) the proposed effective date of the Transfer), which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Contemplated Transfer Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including a calculation of the “Transfer Premium”, as that term is Premium (defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee14.3), and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (ivii) current financial statements of the proposed Transferee transferee (or, in the case of a Change of Control, of the proposed new controlling party(ies)) certified by an officer, partner officer or owner thereof, thereof and any other information reasonably required by Landlord which will enable Landlord in order to determine the financial responsibility, character, and reputation of evaluate the proposed TransfereeTransfer (collectively, nature the “Transfer Notice”). Within 30 days after receiving the Transfer Notice, Landlord shall notify Tenant of such Transferee’s business and (a) its consent to the proposed use Transfer, (b) its refusal to consent to the proposed Transfer, or (c) its exercise of the Subject Spaceits rights under Section 14.4. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Default (defined in Section 19). Tenant under this Lease. Whether shall pay Landlord a fee of $1,000.00 for Landlord’s review of any proposed Transfer, whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlordit.

Transfers. Subject to Section 9.07 below, Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, encumber or otherwise transfer, this Lease or any interest hereunder, permit any assignment, assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, or sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises Property or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”), except that no written consent shall be required for any Transfer to a Tenant Affiliate, Tenant’s Customer or Permitted Purchaser (all defined below). If Tenant desires To request Landlord’s consent to any TransferTransfer requiring such consent under the provisions of this Article Nine, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty forty-five (30) days nor more than one hundred eighty (18045) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises Property to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including a calculation of the “Transfer Premium”, ,” as that term is defined in Section 14.3 9.03 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any other information reasonably required by Landlord Landlord, which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, and such other information as Landlord may reasonably require. Any Transfer requiring but made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a material default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfershall grant consent, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional legal fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)connection with such review, within thirty (30) days after written request by Landlord.

Transfers. Except in connection with a Permitted Transfer (as that term is defined in Section 14.8 below), Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord., provided that such fees shall not exceed Two Thousand Five Hundred Dollars ($2,500.00) for any such Transfer in the ordinary course of business. For purposes of this Lease, “in the ordinary course of business” shall include, without limitation, the review of documents on no more than three (3) occasions in connection with any particular Transfer. -26- HCP ▇▇▇▇▇▇ ▇▇▇▇▇, LLC [11099 NORTH ▇▇▇▇▇▇ ▇▇▇▇▇ ROAD] [Synthorx Inc.]

Transfers. Tenant shall not, without the prior written consent of LandlordLandlord (which shall not be unreasonably withheld, conditioned or delayed), assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “"Transfers” " and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “"Transferee”"). If Tenant desires shall desire Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “"Transfer Notice”") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “"Subject Space”"), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, (iv) if available, current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any (v) such other information as Landlord may reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Spacerequire. Any Transfer made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s 's option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)grant consent, within thirty thirty, (30) days after written request by Landlord, Tenant shall reimburse Landlord for any actual, documented and reasonable legal fees incurred by Landlord in connection with Tenant's proposed Transfer (not to exceed [***]).

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors invitees (all of the foregoing are hereinafter sometimes referred to collectively as “"Transfers” " and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “"Transferee”). ." If Tenant desires shall desire Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “"Transfer Notice”") shall include (i) the proposed effective date of the .the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “"Subject Space”"), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any (v) such other information as Landlord may reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Spacerequire. Any Transfer made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effect, and shall, shall at Landlord’s option, 's option constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)grant consent, within thirty (30) days after written request by Landlord, Tenant shall pay to Landlord [***] for review and processing fees, and Tenant shall also reimburse Landlord for any actual, documented and reasonable legal fees incurred by Landlord in connection with Tenant's proposed Transfer.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. , and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord, in an amount not to exceed Two Thousand Five Hundred and No/100 Dollars ($2,500.00) in the aggregate, but such limitation of fees shall only apply to the extent such Transfer is in the ordinary course of business. Landlord and Tenant hereby agree that a proposed Transfer shall not be considered “in the ordinary course of business” if such Transfer involves the review of documentation by Landlord on more than two (2) occasions.

Transfers. Tenant shall not, without the prior written consent of the Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest interests hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons person other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty twenty (3020) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 14,3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Any Except as expressly set forth in this Section 14.1, any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) actually incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)▇▇▇▇▇▇▇▇, within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, sublet, license, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, transfer this Lease or any interest hereunder, permit any assignmentthe Premises in whole or in part whether by changes in the ownership or control of Tenant, or other any direct or indirect owner of Tenant, whether at one time or at intervals, by sale or transfer of this Lease stock, partnership or any interest hereunder by beneficial interests, operation of law, sublet the Premises law or any part thereofotherwise, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, ” (as that term is defined in Section 14.3 below, ) in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or documentation effectuating the proposed documentation pertaining Transfer (which may be redacted if containing any proprietary or confidential information that is not essential to the proposed provisions of this Article 14), provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard consent to Transfer documents in connection with the documentation of Landlord’s consent to such Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the “Net Worth” (as that term is defined in Section 14.8 below) and the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, and (v) a complete statement, certified by an independent certified public accountant, or ▇▇▇▇▇▇’s chief financial officer, setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default an Event of Default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (▇▇▇▇▇▇▇▇, in an amount not to exceed $3,500 in the aggregate for 5,000.00 per any particular proposed Transfer), within thirty (30) days after written request by Landlord. Notwithstanding anything contained in this Lease to the contrary, Tenant shall not: (a) make a Transfer to an entity in which, under the Internal Revenue Code of 1986, as amended (the “Code”), any entity that directly or indirectly owns Landlord and is qualified as a real estate investment trust (a “REIT Owner”) owns, directly, indirectly or by applying constructive ownership rules set forth in Section 856(d)(5) of the Code, a ten percent (10%) or greater interest; or (ii) make any Transfer or other action under Section 14.8, below, in a manner that would cause any portion of the amounts received by Landlord pursuant hereto to fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code.

Transfers. Tenant shall not, without the prior written consent of Landlord, which consent shall not be unreasonably withheld as further described below: (i) assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of lawLaw or otherwise, (ii) sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise (iii) permit the occupancy or use of the Premises or any part thereof by any persons Persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person Person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice shall include: (the “Transfer Notice”) shall include (ia) the proposed effective date of the Transfer, (which shall not be less than thirty (30) days nor more than one hundred eighty (180) 180 days after the date of delivery of the Transfer NoticeTenant’s notice), (iib) a description of the portion of the Premises to be transferred Transferred (herein called the “Subject Space”), (iiic) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”name, as that term is defined in Section 14.3 below, in connection with such Transfer, the name address and address of background information concerning the proposed Transferee, and a true and complete copy of all existing executed and/or proposed documentation pertaining to the proposed TransferTransfer documentation, and (ivd) current financial statements (balance sheets and income/expense statements for the current and prior year) of the proposed Transferee Transferee, in form and detail reasonably satisfactory to Landlord, certified by an officer, partner or owner thereofof the Transferee, and (e) any other reasonable information reasonably required by Landlord which will to enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject SpaceSpace or as Landlord may reasonably request. Any Transfer made without Landlord’s prior written consent complying with this Article shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, or shall constitute a default by Tenant Default under this Lease. Whether or not Landlord consents to any proposed Transfershall grant consent, Tenant shall pay $500 towards Landlord’s reasonable review and processing feesexpenses, as well as any reasonable professional legal fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not which legal fees shall be subject to exceed $3,500 Tenant’s reasonable approval as to the reasonableness of the number of hours billed and hourly rates used, in relation to the aggregate for any particular scope, complexity and other matters involved with the Transfer), within thirty (30) days after Landlord’s written request by Landlordrequest, which shall include a detailed legal counsel ▇▇▇▇.

Transfers. Tenant shall not, without the ▇▇▇▇▇▇▇▇’s prior written consent of Landlordconsent, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, transfer this Lease or any interest hereunder, permit any assignment, assignment or other transfer of this Lease hereof or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any sublease or license or concession agreements or agreement, otherwise permit the occupancy or use of any part of the Premises or any part thereof by any persons other than Tenant and its employees and contractors contractors, or permit a Change of Control (all of the foregoing are hereinafter sometimes referred defined in Section 14.6) to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as occur (each, a “TransfereeTransfer”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify provide Landlord in writingwith (i) notice of the terms of the proposed Transfer, which notice including its proposed effective date (the “Transfer NoticeContemplated Effective Date”) shall include (i) the proposed effective date of the Transfer), which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Contemplated Transfer Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including a calculation of the “Transfer Premium”, as that term is Premium (defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee14.3), and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (ivii) current financial statements of the proposed Transferee transferee (or, in the case of a Change of Control, of the proposed new controlling party(ies)) certified by an officer, partner officer or owner thereof, thereof and any other information reasonably required by Landlord which will enable Landlord in order to determine the financial responsibility, character, and reputation of evaluate the proposed TransfereeTransfer (collectively, nature the “Transfer Notice”). Within 15 business days after receiving the Transfer Notice, Landlord shall notify Tenant of such Transferee’s business and (a) its consent to the proposed use Transfer, (b) its refusal to consent to the proposed Transfer, or (c) its exercise of the Subject Spaceits rights under Section 14.4. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Default. Concurrently with Tenant’s delivery of the Transfer Notice, Tenant under this Lease. Whether shall pay Landlord a fee of $1,500.00 for Landlord’s review of any proposed Transfer, whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlordit.

Transfers. Except as otherwise specifically provided or permitted in this Article 14, Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of Tenant’s interest in this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty twenty (3020) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee, (v) any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. , which information is requested within five (5) business days following Tenant’s submission to Landlord of the items described in clauses (i), (ii), (iii), (iv) and (vi) of this Section 14.1, and (vi) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer requiring Landlord’s consent which is made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default Default by Tenant under this LeaseLease if not rescinded or terminated within ten (10) business days following notice from Tenant. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (Landlord, not to exceed $3,500 2,500.00 for a Transfer in the aggregate for any particular Transfer)ordinary course of business, within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. , and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord, provided that in no event shall such costs and expenses exceed $2,000.00 for a Transfer in the ordinary course of business.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty twenty (3020) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable out of pocket professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord.thirty

Transfers. Tenant shall not, without the prior written consent of LandlordLandlord (not to be unreasonably withheld), assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, (v) a list of Hazardous Materials, certified by the proposed Transferee to be true and any correct, that the proposed Transferee intends to use or store in the Premises, and (vi) such other information as Landlord may reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Spacerequire. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this LeaseLease after the expiration of applicable notice and cure periods. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)grant consent, within thirty (30) days after written request by Landlord, Tenant shall pay to Landlord up to Two Thousand Five Hundred Dollars ($2,500.00) to reimburse Landlord for its review and processing fees, and any legal fees incurred by Landlord in connection with T▇▇▇▇▇’s proposed Transfer.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a an executed copy of all existing executed and/or proposed documentation pertaining to effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, and provided further that the terms of the proposed Transfer shall provide that such proposed Transferee shall not be permitted to further assign or sublease its interest in the Subject Space and/or Lease, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject SpaceSpace and (v) an executed estoppel certificate from Tenant stating the information set forth in items (a) through (d) in Article 17 below. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable (or Landlord’s property manager’s) review and processing feesfees (which currently equal $1,500.00 for each proposed Transfer), as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transferor Landlord’s property manager), within thirty (30) days after written request by Landlord; provided that Tenant’s reimbursement for Landlord’s fees pursuant to this sentence shall not exceed $5,000.00 in connection with any one Transfer.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumberencunnb4r, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a an executed copy of all existing executed and/or proposed documentation pertaining to effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer consent documents in connection with the consent to such Transfer, and provided further that the terms of the proposed Transfer shall provide that such proposed Transferee shall not be permitted to further assign or sublease its interest in the Subject Space and/or Lease unless such Transfer is in accordance with the provisions of this Article 14, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (which costs and fees shall not to exceed $3,500 3,000.00, in the aggregate aggregate, for any particular each proposed Transfer), within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard consent documents in connection with the documentation of Landlord’s consent to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Space and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord, in an amount not to exceed Two Thousand Five Hundred and No/100 Dollars ($2,500.00) in the aggregate, but such limitation of fees shall only apply to the extent such Transfer is in the ordinary course of business. Landlord and Tenant hereby agree that a proposed Transfer shall not be considered “in the ordinary course of business” if such Transfer involves the review of documentation by Landlord on more than two (2) occasions.

Transfers. Tenant shall not, without the prior written consent of LandlordLandlord (not to be unreasonably withheld), assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, (v) a list of Hazardous Materials, certified by the proposed Transferee to be true and any correct, that the proposed Transferee intends to use or store in the Premises, and (vi) such other information as Landlord may reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Spacerequire. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this LeaseLease after the expiration of applicable notice and cure periods. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)grant consent, within thirty (30) days after written request by Landlord, Tenant shall pay to Landlord up to Two Thousand Five Hundred Dollars ($2,500.00) to reimburse Landlord for its review and processing fees, and any legal fees incurred by Landlord in connection with ▇▇▇▇▇▇’s proposed Transfer.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “TransfersTransfer(s)” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, Premium (as that term is defined in Section 14.3 below, ) in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. , and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit G. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord, in an amount not to exceed One Thousand Five Hundred Dollars ($1,500) in the aggregate, for a Transfer in the ordinary course of business (for purposes hereof, a Transfer shall be deemed not to be in the “ordinary course of business” if Landlord is required to review documentation related to such Transfer on more than two (2) separate occasions).

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty twenty (3020) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord, but in no event in excess of $7,500 provided that such Transfer does not require Landlord to make any substantive modifications to its standard form of consent to Transfer documentation.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a an executed copy of all existing executed and/or proposed documentation pertaining to effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard form of consent document in connection with the consent of Landlord to a Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Space and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer for which consent is required made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default Default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (Landlord, which shall not to exceed $3,500 in the aggregate for any particular Transfer)10,000.00, within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the Landlord’s prior written consent of Landlordconsent, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, transfer this Lease or any interest hereunder, permit any assignment, assignment or other transfer of this Lease hereof or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any sublease or license or concession agreements or agreement, otherwise permit the occupancy or use of any part of the Premises or any part thereof by any persons other than Tenant and its employees and contractors contractors, or permit a Change of Control (all of the foregoing are hereinafter sometimes referred defined in Section 14.6) to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as occur (each, a “TransfereeTransfer”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify provide Landlord in writingwith (i) notice of the terms of the proposed Transfer, which notice including its proposed effective date (the “Transfer NoticeContemplated Effective Date”) shall include (i) the proposed effective date of the Transfer), which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Contemplated Transfer Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including a calculation of the “Transfer Premium”, as that term is Premium (defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee14.3), and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (ivii) current financial statements of the proposed Transferee transferee (or, in the case of a Change of Control, of the proposed new controlling party(ies)) certified by an officer, partner officer or owner thereof, thereof and any other information reasonably required by Landlord which will enable Landlord in order to determine the financial responsibility, character, and reputation of evaluate the proposed TransfereeTransfer (collectively, nature the “Transfer Notice”). Within 15 days after receiving the Transfer Notice, Landlord shall notify Tenant of such Transferee’s business and (a) its consent to the proposed use Transfer, (b) its refusal to consent to the proposed Transfer, or (c) its exercise of the Subject Spaceits rights under Section 14.4. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Default. Concurrently with Tenant’s delivery of the Transfer Notice, Tenant under this Lease. Whether shall pay Landlord a fee of $1,500.00 for Landlord’s review of any proposed Transfer, whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlordit.

Transfers. Tenant shall not, without the Landlord’s prior written consent of Landlord(except in connection with a Permitted Transfer as defined in Section 14.8 below), assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, transfer this Lease or any interest hereunder, permit any assignment, assignment or other transfer of this Lease hereof or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any sublease or license or concession agreements or agreement, otherwise permit the occupancy or use of any part of the Premises or any part thereof by any persons other than Tenant and its employees and contractors contractors, or permit a Change of Control (all of the foregoing are hereinafter sometimes referred defined in Section 14.6) to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as occur (each, a “TransfereeTransfer”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify provide Landlord in writingwith (i) notice of the terms of the proposed Transfer, which notice including its proposed effective date (the “Transfer NoticeContemplated Effective Date”) shall include (i) the proposed effective date of the Transfer), which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Contemplated Transfer Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including a calculation of the “Transfer Premium”, as that term is Premium (defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee14.3), and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (ivii) current financial statements of the proposed Transferee transferee (or, in the case of a Change of Control, of the proposed new controlling party(ies)) certified by an officer, partner officer or owner thereof, thereof and any other information reasonably required by Landlord which will enable Landlord in order to determine the financial responsibility, character, and reputation of evaluate the proposed TransfereeTransfer (collectively, nature the “Transfer Notice”). Within 30 days after receiving the Transfer Notice, Landlord shall notify Tenant of such Transferee’s business and (a) its consent to the proposed use Transfer, (b) its refusal to consent to the proposed Transfer, or (c) its exercise of the Subject Spaceits rights under Section 14.4. Any Transfer (other than a Permitted Transfer) made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Default (defined in Section 19). Tenant under this Lease. Whether shall pay Landlord a fee of $1,500.00 for Landlord’s review of any proposed Transfer (other than a Permitted Transfer), whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlordit.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E, which is requested within five (5) business days following Tenant’s submission to Landlord of the items described in clauses (i), (ii), (iii) and (iv) of this Section 14. 1. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord, not to exceed $3,500 for a Transfer in the ordinary course of business. For purposes hereof, “in the ordinary course of business” shall include the review of Transfer documentation on no more than two (2) occasions.

Transfers. Except as expressly provided herein, Tenant shall not, without the prior written consent may not voluntarily or involuntarily or by operation of Landlordlaw, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, sell or otherwise transfer, transfer this Lease or any interest hereunderherein, cause or permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises all or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises to be sublet, occupied or any part thereof used by any persons other than Tenant and its employees and contractors or permit anyone to succeed to any interest in this Lease or the Premises (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as being a “TransfereeTransfer”)) without the prior consent of Landlord. If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify provide Landlord in writing, which with notice (the “Transfer Notice”) ), which shall include (ia) the proposed effective date of the TransferTransfer (the “Contemplated Effective Date”), which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery Landlord’s receipt of the Transfer Notice, and the contemplated length of the term of the proposed Transfer, (iib) a description of the portion of the Premises to be transferred (the “Subject Contemplated Transfer Space”), (iiic) all of the terms of the proposed Transfer and the consideration therefor, including including, if applicable, calculation of the “Transfer Premium”, ” (as that term is defined in Section 14.3 below, in connection with such Transfer), the name and address of the proposed Transfereetransferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (ivd) current financial statements of the proposed Transferee certified by an officertransferee covering the preceding two (2) years (if available), partner (e) any ownership or owner thereofcommercial relationship between Tenant and the proposed transferee, and (f) any other information reasonably required by Landlord which will enable Landlord in order to determine the financial responsibility, character, and reputation of evaluate the proposed TransfereeTransfer. If Landlord’s consent to such Transfer is required, nature then within ten (10) days after receiving the Transfer Notice (or such longer period of such Transfereetime required by a Security Holder, not to exceed thirty (30) days), Landlord shall notify Tenant of (i) its consent to the proposed Transfer to the named transferee on the terms and conditions set forth in the Transfer Notice, or (ii) its refusal to consent to the proposed Transfer, which shall include Landlord’s business and proposed use of the Subject Spacereasons for refusing to consent thereto. Any Transfer requiring Landlord’s consent that is made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and/or constitute a non-curable “Default” (as defined below). Tenant shall pay Landlord a fee of One Thousand and of no effect, and shall, at 00/100 Dollars ($1,000.00) for Landlord’s optionreview of any proposed Transfer, constitute a default by Tenant under this Lease. Whether where Landlord’s consent is required, whether or not Landlord consents to thereto, plus any reasonable third party legal fees incurred by Landlord in connection with any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlord1,000.00.

Transfers. Tenant shall not, by operation of law or otherwise, except with respect to any affiliate of Tenant (a) assign, transfer, mortgage, pledge, hypothecate or otherwise encumber this Lease, the Leased Premises or any interest therein, (b) grant any concession or license within the Leased Premises, (c) grant or transfer any management privileges or rights with respect to the Leased Premises, or (d) advertise for any of the foregoing, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit . If Tenant requests Landlord's consent to any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, assignment or other transfer transaction prohibited by this Section 14.1 (collectively, a "Transfer"), then Tenant shall provide Landlord with a written description of this Lease or any interest hereunder by operation all terms and conditions of lawthe proposed transfer, sublet copies of the Premises or any part thereofproposed documentation, or enter into any license or concession agreements or otherwise permit and the occupancy or following information about the proposed transferee: name and address; reasonably satisfactory information about its business and business history; its proposed use of the Leased Premises; banking, financial, and other credit information; and general references sufficient to enable Landlord to determine the proposed transferee's creditworthiness and character. 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. Landlord's consent to a Transfer shall not release Tenant from performing its obligations under this Lease but rather Tenant's transferee shall assume all of Tenant's obligations under this Lease in a writing satisfactory to Landlord, and 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 Transfer. While the Leased Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred subject to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) may collect directly from such transferee all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining rents or other sums relating to the proposed Transfer, Leased Premises becoming due to Tenant or Landlord and (iv) current financial statements of apply such rents or other sums against the proposed Transferee certified by an officer, partner or owner thereof, Rent and any other information reasonably required by sums payable hereunder. Tenant authorizes its transferees to make payments of rent and any other sums due and payable, directly to Landlord which will enable upon receipt of notice from Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlorddo so.

Transfers. Tenant shall not, without the Landlord’s prior written consent of Landlordconsent, assign, mortgage, pledge, hypothecate, encumber, or permit cause any lien to attach to, or otherwise transfer, transfer this Lease or any interest hereunder, permit any assignment, assignment or other transfer of this Lease hereof or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any sublease or license or concession agreements or agreement, otherwise permit the occupancy or use of any part of the Premises or any part thereof by any persons other than Tenant and its employees and contractors contractors, or permit a Change of Control (all of the foregoing are hereinafter sometimes referred defined in Section 14.6) to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as occur (each, a “TransfereeTransfer”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify provide Landlord in writingwith (i) notice of the terms of the proposed Transfer, which notice including its proposed effective date (the “Transfer NoticeContemplated Effective Date”) shall include (i) the proposed effective date of the Transfer), which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Contemplated Transfer Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including a calculation of the “Transfer Premium”, as that term is Premium (defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee14.3), and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (ivii) current financial statements of the proposed Transferee transferee (or, in the case of a Change of Control, of the proposed new controlling party(ies)) certified by an officer, partner officer or owner thereof, thereof and any other information reasonably required by Landlord which will enable Landlord in order to determine the financial responsibility, character, and reputation of evaluate the proposed TransfereeTransfer (collectively, nature the “Transfer Notice”). Within 30 days after receiving the Transfer Notice, Landlord shall notify Tenant of such Transferee’s business and (a) its consent to the proposed use Transfer, (b) its refusal to consent to the proposed Transfer, or (c) its exercise of the Subject Spaceits rights under Section 14.4. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Default (defined in Section 19). Tenant under this Lease. Whether shall pay Landlord a fee of $1,500.00 for Landlord’s review of any proposed Transfer, whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlordit.

Transfers. Subject to Section 14.7 below, Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors agents (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” "TRANSFERS" and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”"TRANSFEREE"). If Tenant desires shall desire Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”"TRANSFER NOTICE") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty twenty (3020) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”"SUBJECT SPACE"), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any (v) such other information as Landlord may reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Spacerequire. Any Transfer made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s 's option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)grant consent, within thirty (30) days after written request by Landlord, Tenant shall pay to Landlord Five Hundred Dollars ($500.00) to reimburse Landlord for its review and processing fees, and Tenant shall also reimburse Landlord for any reasonable legal fees incurred by Landlord in connection with Tenant's proposed Transfer (which legal fees shall not exceed $750.00 for each proposed Transfer for which Tenant executes Landlord's standard from consent to assignment in the form of EXHIBIT I-1 attached hereto or Landlord's standard from consent to sublease in the form of EXHIBIT I-2 attached hereto, as the case may be).

Transfers. Tenant shall not, without the prior written consent of LandlordLandlord (not to be unreasonably withheld), assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, (v) a list of Hazardous Materials, certified by the proposed Transferee to be true and any correct, that the proposed Transferee intends to use or store in the Premises, and (vi) such other information as Landlord may reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Spacerequire. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this LeaseLease after the expiration of applicable notice and cure periods. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)grant consent, within thirty (30) days after written request by Landlord, Tenant shall pay to Landlord up to Two Thousand Five Hundred Dollars ($2,500.00) to reimburse Landlord for its review and processing fees, and any legal fees incurred by Landlord in connection with Tenant’s proposed Transfer.

Transfers. Except as otherwise provided in this Section 14, Tenant shall not, without the Landlord’s prior written consent of Landlordconsent, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, transfer this Lease or any interest hereunder, permit any assignment, assignment or other transfer of this Lease hereof or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any sublease or license or concession agreements or agreement, otherwise permit the occupancy or use of any part of the Premises or any part thereof by any persons other than Tenant and its employees and contractors contractors, or permit a Change of Control (all of the foregoing are hereinafter sometimes referred defined in Section 14.6) to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as occur (each, a “TransfereeTransfer”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify provide Landlord in writingwith (i) notice of the terms of the proposed Transfer, which notice including its proposed effective date (the “Transfer NoticeContemplated Effective Date”) shall include (i) the proposed effective date of the Transfer), which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Contemplated Transfer Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including a calculation of the “Transfer Premium”, as that term is Premium (defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee14.3), and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (ivii) current financial statements of the proposed Transferee transferee (or, in the case of a Change of Control, of the proposed new controlling party(ies)) certified by an officer, partner officer or owner thereof, thereof and any other information reasonably required by Landlord which will enable Landlord in order to determine the financial responsibility, character, and reputation of evaluate the proposed TransfereeTransfer (collectively, nature the “Transfer Notice”). Within 30 days after receiving the Transfer Notice, Landlord shall notify Tenant of such Transferee’s business and (a) its consent to the proposed use Transfer, (b) its refusal to consent to the proposed Transfer, or (c) its exercise of the Subject Spaceits rights under Section 14.4. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Default. Tenant under this Lease. Whether shall pay Landlord a fee of $1,500.00 for Landlord’s review of any proposed Transfer, whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlordit.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “"Transfers” " and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “"Transferee”"). If Tenant desires Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “"Transfer Notice”") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “"Subject Space”"), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “"Transfer Premium”", as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a an executed copy of all existing executed and/or proposed documentation pertaining to effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord's standard Transfer documents in connection with the documentation of such Transfer, and provided further that the terms of the proposed Transfer shall provide that such proposed Transferee shall not be permitted to further assign or sublease its interest in the Subject Space and/or Lease, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlord.DocuSign Envelope ID: 2AF71C8F-63E9-45D8-84DE-18D3F80FA89A

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person or entity to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty fifteen (3015) days nor more than one two hundred eighty seventy (180270) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any particular, proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing feesfees (not to exceed Five Hundred Dollars ($500.00), as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees, but not in excess of Three Thousand Five Hundred Dollars ($3,500.00) in the aggregate) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “"Transfers” " and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “"Transferee”"). If Tenant desires Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “"Transfer Notice”") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “"Subject Space”"), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “"Transfer Premium”", as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s 's business and proposed use of the Subject Space. Any Transfer made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s 's option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s 's reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’', accountants’', architects’', engineers’ ' and consultants’ ' fees) incurred by Landlord (in each case not to exceed $3,500 2,5000 in the aggregate for any particular per proposed Transfer), within thirty (30) days after written request by Landlord.

Transfers. Except as provided in Section 14.7 below, Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a an executed copy of all existing executed and/or proposed documentation pertaining to effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereofthereof (subject to Landlord’s execution of a commercially reasonable non-disclosure agreement), business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject SpaceSpace and (v) an executed estoppel certificate from Tenant stating the information set forth in items (a) through (d) in Article 17 below. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable (or Landlord’s property manager’s) review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (or Landlord’s property manager), which review and processing fees and reasonable professional fees shall not to exceed $3,500 in the aggregate for any particular Transfer)$2,500 per consent request, within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty twenty (3020) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (iv) provided that Landlord executes a commercially reasonable non-disclosure agreement, current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (Landlord, not to exceed the sum of $3,500 in the aggregate for any particular Transfer)4,000, within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of Landlord, which consent shall not be unreasonably withheld as further described below: (i) assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of lawLaw or otherwise, (ii) sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise (iii) permit the occupancy or use of the Premises or any part thereof by any persons Persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person Person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice shall include: (the “Transfer Notice”) shall include (ia) the proposed effective date of the Transfer, (which shall not be less than thirty (30) days nor more than one hundred eighty (180) 180 days after the date of delivery of the Transfer NoticeTenant’s notice), (iib) a description of the portion of the Premises to be transferred Transferred (herein called the “Subject Space”), (iiic) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”name, as that term is defined in Section 14.3 below, in connection with such Transfer, the name address and address of background information concerning the proposed Transferee, and a true and complete copy of all existing executed and/or proposed documentation pertaining to the proposed TransferTransfer documentation, and (ivd) current financial statements (balance sheets and income/expense statements for the current and prior year) of the proposed Transferee Transferee, in form and detail reasonably satisfactory to Landlord, certified by an officer, partner or owner thereofof the Transferee, and or (e) any other reasonable information reasonably required by Landlord which will to enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject SpaceSpace or as Landlord may reasonably request. Any Transfer made without Landlord’s prior written consent complying with this Article shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, or shall constitute a default by Tenant Default under this Lease. Whether or not Landlord consents to any proposed Transfershall grant consent, Tenant shall pay $500 towards Landlord’s reasonable review and processing feesexpenses, as well as any reasonable professional legal fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after Landlord’s written request by (provided, Landlord’s current policy is to handle such matters with in-house counsel, to the extent that the in-house staff has time, in which case no legal fees will be charged).

Transfers. Except as otherwise specifically provided or permitted in this Article 14, Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of Tenant’s interest in this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty twenty (3020) days nor more than one hundred eighty (1801) days year after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee, (v) any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. , which information is requested within five (5) business days following Tenant’s submission to Landlord of the items described in clauses (i), (ii), (iii), (iv) and (vi) of this Section 14.1, and (vi) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer requiring Landlord’s consent which is made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default Default by Tenant under this LeaseLease if not rescinded or terminated within ten (10) business days following notice from Tenant. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (Landlord, not to exceed $3,500 2,500.00 for a Transfer in the aggregate for any particular Transfer)ordinary course of business, within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of LandlordLandlord (which consent shall not be unreasonably withheld, conditioned or delayed), assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty fifteen (3015) business days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. , and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable reasonable, out-of-pocket professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord, provided that in no event shall such costs and expenses exceed $2,000.00 for a Transfer in the ordinary course of business.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include include (i) the proposed effective date of the Transfer, which shall not be less than thirty twenty (3020) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed Landlord, but in no event more than $3,500 in the aggregate for any particular Transfer)5,000, within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of --------- Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” "TRANSFERS" and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”"TRANSFEREE"). If Tenant desires Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”"TRANSFER NOTICE") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”"SUBJECT SPACE"), (iii) all of the terms TCC's of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”"TRANSFER PREMIUM", as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s 's business and proposed use of the Subject Space. Space and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s 's option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)shall, within thirty (30) days after written request by Landlord, reimburse Landlord for all reasonable and actual out-of-pocket third-party costs and expenses incurred by Landlord in connection with its review of a proposed Transfer; provided that such costs and expenses shall not exceed One Thousand Five Hundred and No/100 Dollars ($1,500.00) for a Transfer in the ordinary course of business. Landlord and Tenant hereby agree that a proposed Transfer shall not be considered "in the ordinary course of business" if such Transfer involves the review of documentation by Landlord on more than two (2) occasions with regard to a single proposed Transfer.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “"Transfers” " and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “"Transferee”"). If Tenant desires Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “"Transfer Notice”") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “"Subject Space”"), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “"Transfer Premium”", as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord's standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s 's business and proposed use of the Subject Space. , and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s 's option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s 's reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’', accountants’', architects’', engineers’ ' and consultants’ ' fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord.

Transfers. Subject to the TCCs of Section 14.8, below, Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Space and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person or entity to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to In connection with any Transfersuch Transfer contemplated by Tenant, Tenant shall notify Landlord in writingsubmit a written request for consent notice to Landlord, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection together with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any other information reasonably required by Landlord which will enable Landlord to determine (i) the financial responsibility, character, and reputation of the proposed Transferee, (ii) the nature of such Transferee’s business and business, (iii) the proposed use of the applicable portion of the Premises (which applicable portion of the Premises to which the proposed Transfer relates shall be known as the “Subject Space”), and (iv) any other reasonable consent parameters. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the Landlord’s prior written consent of Landlordconsent, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, transfer this Lease or any interest hereunder, permit any assignment, assignment or other transfer of this Lease hereof or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any sublease or license or concession agreements or agreement, otherwise permit the occupancy or use of any part of the Premises or any part thereof by any persons other than Tenant and its employees and contractors connectors, or permit a Change of Control (all of the foregoing are hereinafter sometimes referred defined in Section 14.6) to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as occur (each, a “TransfereeTransfer”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify provide Landlord in writingwith (i) notice of the terms of the proposed Transfer, which notice including its proposed effective date (the “Transfer NoticeContemplated Effective Date”) shall include (i) the proposed effective date of the Transfer), which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Contemplated Transfer Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including a calculation of the “Transfer Premium”, as that term is Premium (defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee14.3), and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (ivii) current financial statements of the proposed Transferee transferee (or, in the case of a Change of Control, of the proposed new controlling party(ies)) certified by an officer, partner officer or owner thereof, thereof and any other information reasonably required by Landlord which will enable Landlord in order to determine the financial responsibility, character, and reputation of evaluate the proposed TransfereeTransfer (collectively, nature the “Transfer Notice”). Within 10 business days after receiving the Transfer Notice, Landlord shall notify Tenant of such Transferee’s business and (a) its consent to the proposed use Transfer, (b) its refusal to consent to the proposed Transfer, or (c) its exercise of the Subject Spacein rights under Section 14.4. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Default (defined in Section 19). Tenant under this Lease. Whether shall pay Landlord a fee of $1,500.00 for Landlord’s review of any proposed Transfer, whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlordit.

Transfers. Tenant shall not, without the Landlord's prior written consent of Landlordconsent, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, transfer this Lease or any interest hereunder, permit any assignment, assignment or other transfer of this Lease hereof or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any sublease or license or concession agreements or agreement, otherwise permit the occupancy or use of any part of the Premises or any part thereof by any persons other than Tenant and its employees and contractors contractors, or permit a Change of Control (all of the foregoing are hereinafter sometimes referred defined in Section 14.6) to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as occur (each, a “Transferee”"Transfer"). If Tenant desires Landlord’s 's consent to any Transfer, Tenant shall notify provide Landlord in writing, which notice (the “Transfer Notice”) shall include with (i) notice of the terms of the proposed Transfer, including its proposed effective date of (the Transfer"Contemplated Effective Date"), which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject "Contemplated Transfer Space”"), (iii) all of the terms of the proposed Transfer and the consideration therefor, including a calculation of the “Transfer Premium”, as that term is Premium (defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee14.3), and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (ivii) current financial statements of the proposed Transferee transferee (or, in the case of a Change of Control, of the proposed new controlling party(ies)) certified by an officer, partner officer or owner thereof, thereof and any other information reasonably required by Landlord which will enable Landlord in order to determine the financial responsibility, character, and reputation of evaluate the proposed TransfereeTransfer (collectively, nature the "Transfer Notice"). Within 15 business days after receiving the Transfer Notice, Landlord shall notify Tenant of such Transferee’s business and (a) its consent to the proposed use Transfer, (b) its refusal to consent to the proposed Transfer, or (c) its exercise of the Subject Spaceits rights under Section 14.4. Any Transfer made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s 's option, constitute a default by Default. Tenant under this Lease. Whether shall pay Landlord a fee of $1,500.00 for Landlord's review of any proposed Transfer, whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlordit.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “"Transfers” " and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “"Transferee”"). If Tenant desires Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “"Transfer Notice”") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “"Subject Space”"), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “"Transfer Premium”", as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any other information reasonably required by Landlord which that will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s 's business and proposed use of the Subject Space. Any Transfer made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s 's option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s 's reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, including attorneys’', accountants’', architects’', engineers’ ' and consultants’ ' fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard consent document in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Space and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord; provided that such costs and expenses shall not exceed Five Thousand and 00/100 Dollars ($5,000.00) for a Transfer in the ordinary course of business. Landlord and Tenant hereby agree that a proposed Transfer shall not be considered “in the ordinary course of business” if such particular proposed Transfer involves the review of documentation by Landlord on more than two (2) occasions.

Transfers. Except as provided in Section 14.7 below, Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a an executed copy of all existing executed and/or proposed documentation pertaining to effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereofthereof (subject to ▇▇▇▇▇▇▇▇’s execution of a commercially reasonable non-disclosure agreement), business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject SpaceSpace and (v) an executed estoppel certificate from Tenant stating the information set forth in items (a) through (d) in Article 17 below. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable (or Landlord’s property manager’s) review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (or Landlord’s property manager), which review and processing fees and reasonable professional fees shall not to exceed $3,500 in the aggregate for any particular Transfer)$2,500 per consent request, within thirty (30) days after written request by Landlord▇▇▇▇▇▇▇▇.

Transfers. Tenant shall not, without the Landlord’s prior written consent of Landlord(which shall not be unreasonably withheld, conditioned or delayed), assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, transfer this Lease or any interest hereunder, permit any assignment, assignment or other transfer of this Lease hereof or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any sublease or license or concession agreements or agreement, otherwise permit the occupancy or use of any part of the Premises or any part thereof by any persons other than Tenant and its employees and contractors contractors, or permit a Change of Control (all of the foregoing are hereinafter sometimes referred defined in Section 14.6) to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as occur (each, a “TransfereeTransfer”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify provide Landlord in writingwith (i) notice of the terms of the proposed Transfer, which notice including its proposed effective date (the “Transfer NoticeContemplated Effective Date”) shall include (i) the proposed effective date of the Transfer), which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Contemplated Transfer Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including a calculation of the “Transfer Premium”, as that term is Premium (defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee14.3), and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (ivii) current financial statements of the proposed Transferee transferee (or, in the case of a Change of Control, of the proposed new controlling party(ies)) certified by an officer, partner officer or owner thereof, thereof and any other information reasonably required by Landlord which will enable Landlord in order to determine the financial responsibility, character, and reputation of evaluate the proposed TransfereeTransfer (collectively, nature the “Transfer Notice”). Within 20 days after receiving the Transfer Notice, Landlord shall notify Tenant of such Transferee’s business and (a) its consent to the proposed use Transfer, (b) its refusal to consent to the proposed Transfer, or (c) its exercise of the Subject Spaceits rights under Section 14.4. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Default (defined in Section 19). Tenant under this Lease. Whether shall pay Landlord a fee of $1,500.00 for Landlord’s review of any proposed Transfer, whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlordit.

Transfers. Subject to the terms of Section 14.8 and Section 14.9 below, Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty twenty (3020) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereofthereof (provided, that the submission of such financial statements shall not be required if the proposed Transferee is a publicly-traded company whose financial statements are publicly available through the Securities and Exchange Commission) and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord ▇▇▇▇▇▇▇▇ (not to exceed $3,500 2,000.00 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlord.

Transfers. Subject to Section 14.8 below, Tenant shall not, without the Landlord’s prior written consent of Landlord(which consent shall not be unreasonably withheld, condition or delayed), assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, transfer this Lease or any interest hereunder, permit any assignment, assignment or other transfer of this Lease hereof or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any sublease or license or concession agreements or agreement, otherwise permit the occupancy or use of any part of the Premises or any part thereof by any persons other than Tenant and its employees and contractors contractors, or permit a Change of Control (all of the foregoing are hereinafter sometimes referred defined in Section 14.6) to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as occur (each, a “TransfereeTransfer”). If Tenant desires Landlord’s consent to any Transfer (other than a Permitted Transfer), Tenant shall notify provide Landlord in writingwith (i) notice of the terms of the proposed Transfer, which notice including its proposed effective date (the “Transfer NoticeContemplated Effective Date”) shall include (i) the proposed effective date of the Transfer), which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Contemplated Transfer Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including a calculation of the “Transfer Premium”, as that term is Premium (defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee14.3), and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (ivii) current financial statements of the proposed Transferee transferee (or, in the case of a Change of Control, of the proposed new controlling party(ies)) certified by an officer, partner officer or owner thereof, thereof and any other information reasonably required by Landlord which will enable Landlord in order to determine the financial responsibility, character, and reputation of evaluate the proposed TransfereeTransfer (collectively, nature the “Transfer Notice”). Within 15 business days after receiving the Transfer Notice, Landlord shall notify Tenant of such Transferee’s business and (a) its consent to the proposed use Transfer, (b) its refusal to consent to the proposed Transfer, or (c) its exercise of the Subject Spaceits rights under Section 14.4. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Default (defined in Section 19). Tenant under this Lease. Whether shall pay Landlord a fee of $1,500.00 for Landlord’s review of any proposed Transfer (which shall include, without limitation, any attorney fees for such review), whether or not Landlord consents to any proposed such Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, by operation of law or otherwise, (a) assign, transfer, mortgage, pledge, hypothecate or otherwise encumber this Lease, the Premises or any part of or interest in this Lease or the Premises, (b) grant any concession or license within the Premises, (c) sublet all or any part of the Premises or any right or privilege appurtenant to the Premises, or (d) permit any other party to occupy or use all or any part of the Premises (collectively, a “Transfer”), without the prior written consent of Landlord, assignwhich shall not be unreasonably withheld, mortgageconditioned or delayed. This prohibition against a Transfer includes, pledgewithout limitation, hypothecate(i) any subletting or assignment which would otherwise occur by operation of law, encumbermerger, consolidation, reorganization, transfer or other change of Tenant’s corporate or proprietary structure; (ii) an assignment or subletting to or by a receiver or trustee in any federal or state bankruptcy, insolvency, or other proceedings; (iii) the sale, assignment or transfer of all or substantially all of the assets of Tenant, with or without specific assignment of Lease; (iv) the change in control in a partnership; or (v) conversion of Tenant to a limited liability entity. Landlord shall have the right to make such investigations as it deems reasonable and necessary in determining the acceptability of the proposed assignee or subtenant. Such investigations may include inquiries into the financial background, business history, capability of the proposed assignee or subtenant in its line of business, and the quality of its operations. Under no circumstances shall Landlord be obligated to consent to the assignment of this Lease or the subletting of the Premises to any entity whose operations violate the Declaration. Tenant shall provide to Landlord such information as Landlord may reasonably require to enable it to determine the acceptability of the proposed assignee or subtenant, including information concerning all of the foregoing matters, and Landlord shall have no obligation to consent to any assignment or subletting unless it has received from Tenant, at no cost or expense to Landlord, the most recent audited financial statements of the proposed assignee or subtenant, a copy of the proposed sublease or assignment agreement, to be followed by a copy of the fully executed document, and such other information as Landlord reasonably requires. For purposes of this Section 11, an assignment, transfer or sale of stock or other ownership interests in Tenant shall be deemed an assignment within the meaning of and shall be governed by this Section. No assignment or subletting, be it with or without the consent of Landlord, shall release Tenant from its obligations under this Lease nor shall Tenant permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunderherein or in the tenancy hereby created to become vested in or owned by any other person, permit any assignmentfirm, or other transfer of this Lease or any interest hereunder corporation by operation of law, sublet the Premises law or any part thereof, otherwise. The power of Landlord to give or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and withhold its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transferassignment or subletting shall not be exhausted by the exercise thereof on one or more occasions, Tenant but shall be a continuing right and power with respect to any type of transfer, assignment or subletting. Within ten (10) business days of Landlord’s receipt of all requested information, Landlord shall notify Landlord Tenant in writing, which notice (the “Transfer Notice”) shall include writing that either (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Noticesuch assignment or sublease is approved, (ii) a description of such assignment or sublease is not approved, or (iii) that Landlord has elected to terminate the Lease with respect to that portion of the Premises to be transferred (assigned or subleased and the “Subject Space”)effective date of such termination, (iii) all whereupon Tenant shall vacate and surrender that portion of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by LandlordPremises so terminated.

Transfers. Tenant shall not, without the Landlord’s prior written consent of Landlordconsent, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, transfer this Lease or any interest hereunder, permit any assignment, assignment or other transfer of this Lease hereof or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any sublease or license or concession agreements or agreement, otherwise permit the occupancy or use of any part of the Premises or any part thereof by any persons other than Tenant and its employees and contractors contractors, or permit a Change of Control (all of the foregoing are hereinafter sometimes referred defined in Section 14.6) to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as occur (each, a “TransfereeTransfer”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify provide Landlord in writingwith (i) notice of the terms of the proposed Transfer, which notice including its proposed effective date (the “Transfer NoticeContemplated Effective Date”) shall include (i) the proposed effective date of the Transfer), which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Contemplated Transfer Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including a calculation of the “Transfer Premium”, as that term is Premium (defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee14.3), and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (ivii) current financial statements of the proposed Transferee transferee (or, in the case of a Change of Control, of the proposed new controlling party(ies)) certified by an officer, partner officer or owner thereof, thereof and any other information reasonably required by Landlord which will enable Landlord in order to determine the financial responsibility, character, and reputation of evaluate the proposed TransfereeTransfer (collectively, nature the “Transfer Notice”). Within 30 days after receiving the Transfer Notice, Landlord shall notify Tenant of such Transferee’s business and (a) its consent to the proposed use Transfer, (b) its refusal to consent to the proposed Transfer, or (c) its exercise of the Subject Spaceits rights under Section 14.4. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Default. Concurrently with Tenant’s delivery of the Transfer Notice, Tenant under this Lease. Whether shall pay Landlord a fee of $1,500.00 for Landlord’s review of any proposed Transfer, whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlordit.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. , and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default Default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord, in an amount not to exceed Two Thousand Five Hundred and No/100 Dollars ($2,500.00) in the aggregate, but such limitation of fees shall only apply to the extent such Transfer is in the ordinary course of business. Landlord and Tenant hereby agree that a proposed Transfer shall not be considered “in the ordinary course of business” if such Transfer involves the review of documentation by Landlord on more than two (2) occasions.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty twenty (3020) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord (provided such information is requested by Landlord within ten (10) days following Tenant’s submission to Landlord of the Transfer Notice) which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, (v) any proposed sublease document, if applicable, which sublease document shall contain language stating that in the event Landlord and Tenant terminate this Lease for any reason or for no reason, such subtenant acknowledges and agrees that the sublease shall automatically terminate and be of no further force or effect, and (vi) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E (which estoppel certificate shall be modified, as appropriate, to contain accurate information). Landlord shall approve or disapprove of the proposed transfer within twenty (20) days following Landlord’s receipt of the applicable Transfer Notice and all documents requested by Landlord pursuant to this Section 14.1 (the “Review Period”). In the event Landlord fails to respond to any request for consent to a Transfer within the Review Period, then Tenant shall have the right to provide Landlord with a second (2nd) request for consent (the “Second Request”). The Second Request shall specify the terms of the first request, and specifically state that Landlord’s failure to respond within ten (10) days following Landlord’s receipt of the Second Request shall be deemed Landlord’s approval of such proposed Transfer. In the event Landlord fails to respond to Tenant’s Second Request with ten (10) clays following Landlord’s receipt of the Second Request, the Proposed Transfer shall be deemed to have been approved by Landlord. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty twenty (3020) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing feesfees (not to exceed One Thousand Five Hundred and No/100 Dollars ($1,500.00) for Landlord’s internal costs), as well as plus any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent (except as otherwise provided below) of Landlord, assignwhich consent will not be unreasonably withheld, mortgageconditioned or delayed (and subject to obtaining Master Landlord’s consent to the extent required under the Master Lease, pledgewhich consent Landlord shall cause Master Landlord not to unreasonably withhold, hypothecatecondition or delay), encumber, or permit any lien to attach to, or otherwise transfer, assign this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease sublet all or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use portion of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as a “Transfers” and Transfer”; any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires to obtain Landlord’s (and Master Landlord’s) consent to any TransferTransfer (and such consent is required under the terms of this Article 13), Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iiiii) all of the material economic terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all relevant existing executed and/or proposed documentation (to the extent then existing) pertaining to the proposed Transfer, and (iviii) current financial statements of the proposed Transferee certified by an officer, partner Transferee. Landlord shall approve or owner thereof, disapprove (and any other information reasonably required by Landlord which will enable shall cause Master Landlord to determine the financial responsibility, character, and reputation approve or disapprove) of the proposed Transferee, nature Transfer within thirty (30) days (the “Review Period”) after Landlord’s receipt of the applicable Transfer Notice. In the event that (i) Landlord fails to notify Tenant in writing of such Transfereeapproval or disapproval within such Review Period and (ii) Landlord fails to notify Tenant in writing of such approval or disapproval by Landlord and/or Master Landlord within five (5) business days following Landlord’s business and proposed use receipt of a reminder notice of the Subject Spaceexpiration of the Review Period, then Landlord (and/or Master Landlord, as applicable) shall be deemed to have approved such Transfer. Any Transfer requiring Landlord’s and/or Master Landlord’s consent hereunder which is made without Landlord’s such prior written consent shall, at Landlord’s option, be null, void and of no effect. All Transfers under this Article 13, including any Permitted Transfers pursuant to Section 13.3 below, are and shall be subject and subordinate to all of the TCCs of this Lease, except as may otherwise be provided in this Lease. If Landlord and Master Landlord consent to any Transfer, (A) such consent shall not be deemed consent by such party to any further Transfer by either Tenant or a Transferee, and shall(B) Tenant shall deliver to Landlord, at promptly after execution, an original executed copy of all relevant documentation pertaining to such Transfer. In addition, no Transfer, whether with or without Landlord’s optionand Master Landlord’s consent and whether a Permitted Transfer, constitute a default by shall relieve Tenant from any liability under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien hen to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default an Event of Default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (in an amount not to exceed Two Thousand Five Hundred and No/100 Dollars ($3,500 2,500.00) in the aggregate for any particular Transfer)aggregate, within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” "TRANSFERS" and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”"TRANSFEREE"). If Tenant desires Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”"TRANSFER NOTICE") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty fifteen (3015) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”"SUBJECT SPACE"), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”"TRANSFER PREMIUM", as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord's standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s 's business and proposed use of the Subject Space. Space and (v) an executed estoppel certificate from Tenant in the form attached hereto as EXHIBIT F. Any Transfer made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s 's option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s 's reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’', accountants’', architects’', engineers’ ' and consultants’ ' fees) incurred by Landlord (Landlord, not to exceed One Thousand Dollars ($3,500 in the aggregate for any particular 1,000.00) per proposed Transfer), within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” "TRANSFERS" and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”"TRANSFEREE"). If Tenant desires Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”"TRANSFER NOTICE") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”"SUBJECT SPACE"), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “"Transfer Premium”", as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer and (iv) current financial statements for the prior two (2) fiscal years of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s 's business and proposed use of the Subject Space. Any Transfer made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s 's option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable 's review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’', accountants’', architects’architect's, engineers’ ' and consultants’ ' fees) incurred by Landlord (Landlord, not to exceed One Thousand and 00/100 Dollars ($3,500 1,000.00) for a Transfer in the aggregate for any particular Transfer)ordinary course of business, within thirty (30) days after written request by Landlord.

Transfers. Subject to all of the terms of this Article Nine, Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, encumber or otherwise transfer, this Lease or any interest hereunder, permit any assignment, assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, or sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises Property or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” "TRANSFERS" and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”"TRANSFEREE"). If Tenant desires To request Landlord’s 's consent to any TransferTransfer requiring such consent under the provisions of this Article Nine, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”"TRANSFER NOTICE") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty forty-five (30) days nor more than one hundred eighty (18045) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises Property to be transferred (the “Subject Space”"SUBJECT SPACE"), (iii) all of the terms of the proposed Transfer and the consideration therefor, including a calculation of the “Transfer Premium”, as that term is Premium (defined in Section 14.3 below, ) in connection with such TransferTransfer (if applicable), the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any other information reasonably required by Landlord Landlord, which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s 's business and proposed use of the Subject Space, and such other information as Landlord may reasonably require. Any Transfer requiring but made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effect, and if not terminated and rescinded upon expiration of the notice and cure periods in Section 10.02 (c), shall, at Landlord’s 's option, constitute a material default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer7155 Lindell Road ▇▇▇ Vegas, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlord.Nevada Nevada Power Company

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject SpaceSpace (provided that Landlord agrees to execute a commercially reasonable confidentiality agreement cover the disclosure of such financial statements). Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord, not to exceed Two Thousand Five Hundred and No/100 Dollars ($2,500.00) for a Transfer in the ordinary course of business.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “TransfersTransfer(s)” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the material terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, Premium (as that term is defined in Section 14.3 below, ) in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, (iv) current latest available financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. , and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit H. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord, in an amount not to exceed One Thousand Five Hundred Dollars ($1,500) in the aggregate, for a Transfer in the ordinary course of business (for purposes hereof, a Transfer shall be deemed not to be in the “ordinary course of business” if Landlord is required to review documentation related to such Transfer on more than two (2) separate occasions).

Transfers. Except as otherwise expressly provided in Section 14.7 below, Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, encumber or otherwise transfer, this Lease or any interest hereunder, permit any assignment, assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, or sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires To request Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the material terms of the proposed Transfer and the consideration therefor, including a calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, (iv) for any Transfer that is an assignment or a sublease of all or substantially all of the Premises, current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and (v) any other information reasonably required requested by Landlord Landlord, which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, and such other information as Landlord may reasonably require. Any Except as otherwise expressly provided in Section 14.7 below, any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfershall grant consent, Tenant shall pay reimburse Landlord for all of Landlord’s reasonable review and processing feesthird-party out-of-pocket costs paid in connection with any Transfer (other than a transaction considered a Permitted Transfer, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 defined in the aggregate for any particular TransferSection 14.7), within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty twenty (3020) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of LandlordLandlord (which will not be unreasonably withheld, conditioned or delayed), assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including a calculation of the “Transfer Premium”, ,” as that term is defined in Section 14.3 14.3, below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any (v) such other information as Landlord may reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Spacerequire. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlord.Section 19.1.2

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Space and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord▇▇▇▇▇▇▇▇’s prior written consent (when ▇▇▇▇▇▇▇▇’s consent is required) shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing feesany reasonable, as well as any reasonable out-of-pocket professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord▇▇▇▇▇▇▇▇; provided, however, that in no event shall such fees exceed $1,500.00 for a Transfer in the ordinary course of business.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively individually as a “Transfer,” and, collectively, as "Transfers” " and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “"Transferee”"). If Tenant desires Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “"Transfer Notice”") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty twenty (3020) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “"Subject Space”"), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “"Transfer Premium”", as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord's commercially reasonable standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord (which information is requested within ten (10) business days following Tenant’s submission to Landlord of the items described in clauses (i), (ii), (iii) (iv) and (v) of this Section 14.1) which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s 's business and proposed use of the Subject Space, and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E; provided, however, if such estoppel certificate contains statements to the effect that Tenant claims any default, breach, or failure to perform on the part of Landlord under this Lease, such fact shall not serve to negate the effectiveness of the Transfer Notice. Any Transfer made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s 's option, constitute a default Default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s 's reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’', accountants’', architects’', engineers’ ' and consultants’ ' fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord, provided that in no event shall such costs and expenses exceed $2,500.00 for a Transfer in the ordinary course of business.

Transfers. Tenant shall not, without the L▇▇▇▇▇▇▇’s prior written consent of Landlordconsent, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, transfer this Lease or any interest hereunder, permit any assignment, assignment or other transfer of this Lease hereof or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any sublease or license or concession agreements or agreement, otherwise permit the occupancy or use of any part of the Premises or any part thereof by any persons other than Tenant and its employees and contractors contractors, or permit a Change of Control (all of the foregoing are hereinafter sometimes referred defined in Section 14.6) to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as occur (each, a “TransfereeTransfer”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify provide Landlord in writingwith (i) notice of the terms of the proposed Transfer, which notice including its proposed effective date (the “Transfer NoticeContemplated Effective Date”) shall include (i) the proposed effective date of the Transfer), which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Contemplated Transfer Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including a calculation of the “Transfer Premium”, as that term is Premium (defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee14.3), and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (ivii) current financial statements of the proposed Transferee transferee (or, in the case of a Change of Control, of the proposed new controlling party(ies)) certified by an officer, partner officer or owner thereof, thereof and any other information reasonably required by Landlord which will enable Landlord in order to determine the financial responsibility, character, and reputation of evaluate the proposed TransfereeTransfer (collectively, nature the “Transfer Notice”). Within 20 days after receiving the Transfer Notice, Landlord shall notify Tenant of such Transferee’s business and (a) its consent to the proposed use Transfer, (b) its refusal to consent to the proposed Transfer, or (c) its exercise of the Subject Spaceits rights under Section 14.4. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Default. Concurrently with T▇▇▇▇▇’s delivery of the Transfer Notice, Tenant under this Lease. Whether shall pay Landlord a fee of $1,500.00 for Landlord’s review of any proposed Transfer, whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlordit.

Transfers. Tenant shall not, without the prior written consent of Landlord, : (i) assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of lawLaw or otherwise, (ii) sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise (iii) permit the occupancy or use of the Premises or any part thereof by any persons Persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person Person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice shall include: (the “Transfer Notice”) shall include (ia) the proposed effective date of the Transfer, (which shall not be less than thirty (30) days nor more than one hundred eighty (180) 90 days after the date of delivery of the Transfer NoticeTenant’s notice), (iib) a description of the portion of the Premises to be transferred Transferred (herein called the “Subject Space”), (iiic) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”name, as that term is defined in Section 14.3 below, in connection with such Transfer, the name address and address of background information concerning the proposed Transferee, and a true and complete copy of all existing executed and/or proposed documentation pertaining to the proposed TransferTransfer documentation, and (ivd) current financial statements (balance sheets and income/expense statements for the current and prior three (3) years) of the proposed Transferee Transferee, in form and detail reasonably satisfactory to Landlord, certified by an officer, partner or owner thereofof the Transferee, and any other information reasonably required by Landlord which will to enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, and such other information as Landlord may reasonably require. Any Transfer made without Landlord’s prior written consent shall, complying with this Article shall at Landlord’s option, option be null, void and of no effect, and shall, at Landlord’s option, or shall constitute a default by Tenant Default under this Lease. Whether or not Landlord consents to any proposed Transfershall grant consent, Tenant shall pay a reasonable fee (but not less than $500.00 or more than $1,500.00) towards Landlord’s reasonable review and processing feesexpenses, as well as any reasonable professional legal fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord within ten (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (3010) days after written request by Landlord. In no event shall any Transferee be: (w) an existing tenant of the Building or its subtenant or assignee, (x) a person or entity with whom Landlord or its agents is actively negotiating, or (y) a governmental entity.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed *** Confidential portions of this document have been redacted and filed separately with the Commission. effective date of the Transfer, which shall not be less than thirty fifteen (3015) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Space and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (Landlord, not to exceed $3,500 [***] for a Transfer in the aggregate for any particular Transfer)ordinary course of business, within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of LandlordLandlord (which consent shall be given or not given in accordance with Section 14.2 below), assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine dete1mine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. , and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing feesfees in an amount not to exceed $500.00 per proposed Transfer, as well as any reasonable professional legal fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular 2,000.00 per proposed Transfer)) incurred by Landlord, within thirty (30) days after written request by Landlord.

Transfers. Except as provided in Section 8.7, Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises Property or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises Property or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “"Transfers” " and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “"Transferee”"). If Tenant desires Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “"Transfer Notice”") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises Leased Property to be transferred (the “"Subject Space”"), (iii) all of the terms of the proposed Transfer and the consideration therefortherefore, including calculation of the “"Transfer Premium”", as that term is defined in Section 14.3 8.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord's standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s 's business and proposed use of the Subject Space. , and (v) an executed estoppel certificate from Tenant in the form attached hereto as EXHIBIT B. Any Transfer made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s 's option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s 's reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’', accountants’', architects’', engineers’ ' and consultants’ ' fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the Landlord’s prior written consent of Landlordconsent, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, transfer this Lease or any interest hereunder, permit any assignment, assignment or other transfer of this Lease hereof or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any sublease or license or concession agreements or agreement, otherwise permit the occupancy or use of any part of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as each, a “TransfereeTransfer”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify provide Landlord in writingwith (i) notice of the terms of the proposed Transfer, which notice including its proposed effective date (the “Transfer NoticeContemplated Effective Date”) shall include (i) the proposed effective date of the Transfer), which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Contemplated Transfer Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including a calculation of the “Transfer Premium”, as that term is Premium (defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee14.3), and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (ivii) current financial statements of the proposed Transferee transferee (or, in the case of a Change of Control, of the proposed new controlling party(ies)) certified by an officer, partner officer or owner thereof, thereof and any other information reasonably required by Landlord which will enable Landlord in order to determine the financial responsibility, character, and reputation of evaluate the proposed TransfereeTransfer (collectively, nature the “Transfer Notice”). Within 30 days after receiving the Transfer Notice, Landlord shall notify Tenant of such Transferee’s business and (a) its consent to the proposed use Transfer, (b) its refusal to consent to the proposed Transfer, or (c) its exercise of the Subject Spaceits rights under Section 14.4. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Default (defined in Section 19). Tenant under this Lease. Whether shall pay Landlord a fee of $1,500.00 for Landlord’s review of any proposed Transfer, whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlordit.

Transfers. Tenant shall not, without the prior written consent of Landlord, assignwhich consent shall not be unreasonably withheld (subject to the provisions of this Article 13) assign this Lease or sublet all or any part of the Premises or permit the use of the Premises by any persons other than Tenant and its employees, agents and licensees, whether by operation of law or otherwise (all of the foregoing are hereinafter sometimes referred to collectively as "Transfers" and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a "Transferee"). In addition, except for any of the foregoing described Transfers made with the prior consent of Landlord in accordance herewith, Tenant shall not, without the prior written consent of Landlord, which consent may be granted or withheld in Landlord's sole and absolute discretion, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises law or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”)otherwise. If Tenant desires shall desire Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “"Transfer Notice”") shall include include: (ia) the proposed effective date of the Transfer, which shall not be less than thirty forty-five (3045) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, ; (iib) a description of the portion of the Premises to be transferred (the “"Subject Space”"), ; (iiic) all of the material economic terms of the proposed Transfer and the consideration therefor, including a calculation of the “"Transfer Premium”, ," as that term is defined in Section 14.3 13.4 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer; and, (ivd) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any other information reasonably required requested by Landlord within ten (10) business days after Tenant's initial request for consent, which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s 's business and proposed use of the Subject Space, and such other information as Landlord may reasonably request within ten (10) business days after Tenant's initial request. Any Transfer made without Landlord’s 's prior written consent or not in compliance with this Article 13 shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s 's option, after notice and expiration of a ten (10) business day cure period constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)shall, within thirty (30) days after written request by Landlord, reimburse Landlord for all reasonable costs and expenses (including reasonable attorneys' fees) incurred by Landlord in connection with its review of a proposed Transfer not to exceed $2,000 in connection with any particular Transfer so long as Tenant and the proposed transferee execute Landlord's standard form of consent document without negotiation.

Transfers. Tenant shall not, without the Landlord’s prior written consent of Landlordconsent, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, transfer this Lease or any interest hereunder, permit any assignment, assignment or other transfer of this Lease hereof or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any sublease or license or concession agreements or agreement, otherwise permit the occupancy or use of any part of the Premises or any part thereof by any persons other than Tenant and its employees and contractors contractors, or permit a Change of Control (all of the foregoing are hereinafter sometimes referred defined in Section 14.6) to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as occur (each, a “TransfereeTransfer”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify provide Landlord in writingwith (i) notice of the terms of the proposed Transfer, which notice including its proposed effective date (the “Transfer NoticeContemplated Effective Date”) shall include (i) the proposed effective date of the Transfer), which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Contemplated Transfer Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including a calculation of the “Transfer Premium”, as that term is Premium (defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee14.3), and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (ivii) current financial statements of the proposed Transferee transferee (or, in the case of a Change of Control, of the proposed new controlling party(ies)) certified by an officer, partner officer or owner thereof, thereof and any other information reasonably required by Landlord which will enable in order to evaluate the proposed Transfer (collectively, the “Transfer Notice”). Within 30 days after receiving the Transfer Notice, Landlord shall notify Tenant of (a) its consent to determine the financial responsibilityproposed Transfer, character(b) its refusal to consent to the proposed Transfer, or (c) its exercise of its rights under Section 14.4. If (x) Landlord fails to so notify Tenant within such 30-day period, (y) Tenant subsequently provides Landlord with a second Transfer Notice that expressly and prominently quotes this sentence in its entirety (and identifies this sentence as being located in this Section 14.1), and reputation of (z) Landlord fails to so notify Tenant within 10 business days after receiving such second Transfer Notice, then Landlord shall be deemed to have consented to the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject SpaceTransfer. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Default. Concurrently with Tenant’s delivery of the Transfer Notice, Tenant under this Lease. Whether shall pay Landlord a fee of $1,500.00 for Landlord’s review of any proposed Transfer, whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlordit.

Transfers. Except as provided in Sections 14.7 and 14.8 below, Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” "TRANSFERS" and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”"TRANSFEREE"). If Tenant desires shall desire Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”"TRANSFER NOTICE") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty twenty (3020) days nor more than one hundred eighty nine (1809) days months after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”"SUBJECT SPACE"), (iii) all of the terms of the proposed Transfer and the consideration therefor, including a calculation of the “Transfer Premium”, "TRANSFER PREMIUM," as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and and, insofar as the same is then available, a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any other information reasonably required by Landlord pursuant to written notice delivered to Tenant within five (5) business days after Landlord's receipt of the Transfer Notice, which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s 's business and proposed use of the Subject Space. Any Except as provided in Sections 14.7 and 14.8 below, any Transfer made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s 's option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfershall grant consent, Tenant shall pay Landlord’s 's actual, documented and reasonable review and processing fees, as well as any reasonable professional legal fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 2,500.00 in the aggregate for any particular Transfer)one instance) incurred by Landlord, within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of Landlord, which shall not be unreasonably withheld or delayed, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements thereof or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” "TRANSFERS" and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”"TRANSFEREE"). If Tenant desires Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”"TRANSFER NOTICE") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”"SUBJECT SPACE"), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “"Transfer Premium”", as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s 's business and proposed use of the Subject Space, and (v) an executed estoppel certificate from Tenant in the form attached hereto as EXHIBIT E. Landlord shall respond to Tenant within ten (10) business days. Any Transfer made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s 's option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s 's reasonable review and processing fees, as well as any reasonable actual third-party professional fees (including, without limitation, attorneys’', accountants’', architects’', engineers’ ' and consultants’ ' fees) incurred by Landlord (which fees, in the case of a Transfer which does not require any modification of this Lease to accommodate specific requirements of the proposed Transferee, shall not exceed $3,500 in the aggregate for any particular Transfer1,500), within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, . Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Space and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit D. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, . Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord.

Transfers. Except for transfers to Related Entities (as defined in Article 17(G)), Tenant shall not, without the prior written consent of Landlord, : (i) assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of lawlaw or otherwise, (ii) sublet the Premises or any part thereof, thereof or enter into any license or concession agreements or otherwise (iii) permit the occupancy or use of the Premises or any part thereof by any persons Persons (as defined in Article 26) other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “"Transfers” " and any person Person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “"Transferee”"). If Tenant desires Landlord’s consent Prior to making any Transfer, Tenant shall notify Landlord in writing, which notice shall provide a detailed description of the proposed Transfer, including, without limitation: (the “Transfer Notice”) shall include (ia) the proposed effective date of the Transfer, (which shall not be less than thirty (30) days 30 nor more than one hundred eighty (180) 180 days after the date of delivery of the Transfer NoticeTenant's notice), (iib) a description of the portion of the Premises to be transferred Transferred (herein called the “"Subject Space”"), (iiic) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed any documentation pertaining to the proposed TransferTransferee, and (ivd) current financial statements of the proposed Transferee Transferee, certified by an officerother, partner or owner thereof, and any other information reasonably required by Landlord which will to enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s 's business and proposed use of the Subject Space, and such other information as Landlord may reasonably require. If Landlord reasonably requests additional information, Tenant's notice shall not be deemed to have been received until Landlord receives such additional information. Any Transfer made without Landlord’s prior written consent complying with this Article shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s option, or shall constitute a default by Tenant Default under this Lease. Whether or not Landlord consents to any proposed Transfershall grant consent, Tenant shall pay $3OO.OO towards Landlord’s reasonable 's review and processing feesexpenses, as well as any reasonable professional legal fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request therefor by Landlord.

Transfers. Tenant shall not, without the prior written consent of LandlordLandlord pursuant to the requirements and standards of Section 14.2, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers,” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the material terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and other than, in the event of a Transfer by merger or of all or substantially all of the assets of Tenant, information regarding the consideration therefor, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, (v) a list of Hazardous Materials, certified by the proposed Transferee to be true and any correct in all material respects, that the proposed Transferee intends to use or store in the Premises, and (vi) such other information as Landlord may reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Spacerequire. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)grant consent, within thirty (30) days after written request by Landlord, Tenant shall pay to Landlord Two Thousand Five Hundred Dollars ($2,500.00) to reimburse Landlord for its review and processing fees, and Tenant shall also reimburse Landlord for any reasonable third party legal fees incurred by Landlord in connection with T▇▇▇▇▇’s proposed Transfer, not to exceed Two Thousand Five Hundred Dollars ($2,500.00).

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “"Transfers” " and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “"Transferee”"). If Tenant desires Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “"Transfer Notice”") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “"Subject Space”"), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “"Transfer Premium”", as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s 's business and proposed use of the Subject Space. Space and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s 's option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)shall, within thirty (30) days after written request by Landlord, reimburse Landlord for all reasonable and actual out-of-pocket third-party costs and expenses incurred by Landlord in connection with its review of a proposed Transfer; provided that such costs and expenses shall not exceed One Thousand Five Hundred and No/100 Dollars ($1,500.00) for a Transfer in the ordinary course of business. Landlord and Tenant hereby agree that a proposed Transfer shall not be considered "in the ordinary course of business" if such Transfer involves the review of documentation by Landlord on more than two (2) occasions with regard to a single proposed Transfer.

Transfers. Tenant (a) Prior to the repayment in full of the Agency Loan, the Borrower shall notnot assign or attempt to assign the DDA or any right therein, nor make any total or partial sale, transfer, conveyance or assignment of the whole or any part of the Property, the Improvements thereon, or any portion thereof or interest therein, including without limitation the Leasehold (referred to hereinafter as a “Transfer”), without prior written approval of the City, except as otherwise permitted in this Note. Consent to one such transaction shall not be deemed to be a waiver of the right to require consent to future or successive transactions. City shall not unreasonably withhold or delay its consent. If consent should be given, any such transfer shall be subject to this Section 11, and any such transferee shall assume all obligations hereunder and agree to be bound by all provisions contained herein, subject to the provisions of subsection 11(e)(iii), below. (b) Any such proposed transferee shall have the qualifications and financial responsibility necessary and adequate as may be reasonably determined by the City, to fulfill the obligations undertaken by Borrower in the DDA, the Agreement Affecting Real Property and this Note. Any such proposed transferee, by instrument in writing satisfactory to the City and in form recordable among the land records of San Diego County, for itself and its successors and assigns, and for the benefit of the City shall expressly assume all of the obligations of the Borrower under the DDA and the Agreement Affecting Real Property, and agree to be subject to all conditions and restrictions applicable to the Borrower in this Note, subject to the provisions of subsection 11(e)(iii). There shall be submitted to the City for review all instruments and other legal documents proposed to effect any such transfer; and if approved by the City its approval shall be indicated to the Borrower in writing. (c) In the absence of specific written agreement by the City, no unauthorized Transfer, or approval thereof by the City, shall be deemed to relieve the Borrower or any other party from any obligations under the DDA or the Agreement Affecting Real Property. (d) In the event of a Transfer prior to the time the Agency Loan is paid in full without the prior written consent of Landlordthe City, assignthe remaining principal balance of the Agency Loan and all accrued but unpaid interest shall be immediately due and payable. (i) As used herein, mortgage“Transfer” includes the sale, pledgetransfer or conveyance of the Property, hypothecate, encumberthe Improvements, or permit any lien to attach toportion thereof or interest therein, or otherwise transferwhether voluntary, this Lease or any interest hereunderinvoluntary, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of lawlaw or otherwise, sublet the Premises or any part thereof, agreement to do so; the execution of any installment land sale contract or enter into any license similar instrument affecting all or concession agreements or otherwise permit the occupancy or use a portion of the Premises Property or any part thereof by any persons other than Tenant and its employees and contractors (the Improvements; or the lease of all or substantially all of the foregoing are hereinafter sometimes referred to collectively Property or Improvements, except as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transferprovided in subparagraph (e)(iii) of this Section 11, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of --------- Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “"Transfers” " and any person entity to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”"TRANSFEREE"). Any sublease of the Premises shall be for a term which does not exceed the remaining term of this Lease. If Tenant desires Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”"TRANSFER NOTICE") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty forty-five (3045) days nor more than one hundred eighty (180) days (or one (1) year, for any proposed assignment of all of Tenant's interest in this Lease or a sublease of substantially all of the Premises for substantially all of the remainder of the Lease Term) after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”"SUBJECT SPACE"), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “"Transfer Premium”", as that term is defined in Section 14.3 SECTION 11.3 below, in connection with such Transfer, the name ------------- and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any other information reasonably required by Landlord Landlord, which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s 's business and proposed use of the Subject Space, and such other information as Landlord may reasonably require. Any Transfer made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s 's option, constitute a default by Tenant under this LeaseTenant. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s 's reasonable review and processing fees, as well as any reasonable professional legal fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for connection with any particular Transfer), proposed Transfer within thirty (30) days after written request by Landlordthe execution of the relevant documents evidencing the Transfer.