SIMILAR REPUTABLE CHARACTER AS
TENANT, HAS A NET WORTH AND FINANCIAL STABILITY COMPARABLE TO OR BETTER THAN
TENANT, AND INTENDS TO USE THE PREMISES ONLY FOR THE PERMITTED USE:
(I)
ASSIGN, TRANSFER, OR ENCUMBER THIS LEASE OR ANY ESTATE OR
INTEREST IN THIS LEASE, WHETHER DIRECTLY OR BY OPERATION OF LAW;
(II)
PERMIT ANY OTHER ENTITY TO BECOME TENANT UNDER THIS LEASE BY
MERGER, CONSOLIDATION OR OTHER REORGANIZATION; PROVIDED, HOWEVER, TENANT DOES
NOT NEED TO OBTAIN LANDLORD'S CONSENT IF, AFTER GIVING EFFECT TO SUCH MERGER,
CONSOLIDATION OR OTHER REORGANIZATION, THE MINIMUM TANGIBLE NET WORTH OF SUCH
NEW ENTITY IS EQUAL TO OR BETTER THAN THAT OF TENANT AT THE BEGINNING OF THIS
LEASE;
(III)
IF TENANT IS AN ENTITY OTHER THAN A CORPORATION WHOSE STOCK IS
PUBLICLY TRADED, PERMIT THE TRANSFER OF AN OWNERSHIP INTEREST IN TENANT SO AS TO
RESULT IN A CHANGE IN THE CURRENT CONTROL OF TENANT;
9
(IV)
SUBLET ANY PORTION OF THE PREMISES;
(V)
GRANT ANY LICENSE, CONCESSION OR OTHER RIGHT OF OCCUPANCY OF ANY
PORTION OF THE PREMISES; OR
(VI)
PERMIT THE USE OF THE PREMISES BY ANY PARTIES OTHER THAN TENANT.
Any of the events listed in Section 8.1(a)(i) through 8.1(a)(vi) above are
referred to as a "Transfer".
(B)
PROCEDURE TO OBTAIN CONSENT.
IF TENANT REQUESTS LANDLORD'S
CONSENT TO A TRANSFER, THEN TENANT MUST PROVIDE LANDLORD WITH A WRITTEN
DESCRIPTION OF ALL TERMS AND CONDITIONS OF THE PROPOSED TRANSFER, COPIES OF THE
PROPOSED DOCUMENTATION, AND THE FOLLOWING INFORMATION ABOUT THE PROPOSED
TRANSFEREE: NAME AND ADDRESS; REASONABLY SATISFACTORY INFORMATION ABOUT ITS
BUSINESS AND BUSINESS HISTORY; ITS PROPOSED USE OF THE PREMISES; BANKING,
FINANCIAL, AND OTHER CREDIT INFORMATION THAT LANDLORD MAY REQUEST; AND GENERAL
REFERENCES SUFFICIENT TO ENABLE LANDLORD TO DETERMINE THE PROPOSED TRANSFEREE'S
CREDITWORTHINESS AND CHARACTER.
LANDLORD WILL PROVIDE TENANT WITH A WRITTEN
RESPONSE TO SUCH TRANSFER REQUEST WITHIN TWENTY (20) DAYS AFTER LANDLORD'S
RECEIPT OF TENANT'S WRITTEN REQUEST.
WITHIN TEN (10) DAYS AFTER TENANT'S
REQUEST, TENANT SHALL REIMBURSE LANDLORD FOR ALL OF LANDLORD'S REASONABLE
OUT-OF-POCKET EXPENSES (INCLUDING BUT NOT LIMITED TO ATTORNEYS' FEES AND
ADMINISTRATIVE FEES) INCURRED BY LANDLORD IN CONNECTION WITH CONSIDERING ANY
REQUEST FOR CONSENT TO A TRANSFER; PROVIDED, HOWEVER, TENANT SHALL NOT BE
REQUIRED TO REIMBURSE LANDLORD FOR ITS EXPENSES IN EXCESS OF $2,000.00 IN THE
AGGREGATE.
NOTHING IN THIS SECTION 8.1(B) MAY BE CONSTRUED AS GRANTING TO ANY
THIRD PARTY THE RIGHTS OF A THIRD-PARTY BENEFICIARY, SO AS TO ENTITLE SUCH THIRD
PARTY TO SEEK TO ENFORCE ANY OF THE ABOVE PROVISIONS.
(C)
OBLIGATIONS AFTER TRANSFER.
IF LANDLORD CONSENTS TO A PROPOSED
TRANSFER, THEN BOTH TENANT AND THE PROPOSED TRANSFEREE MUST (I) DELIVER TO
LANDLORD AN EXECUTED, WRITTEN AGREEMENT ACCEPTABLE IN ALL RESPECTS TO LANDLORD
UNDER WHICH THE PROPOSED TRANSFEREE EXPRESSLY AGREES TO ABIDE BY, OBSERVE AND
ASSUME ALL OF TENANT'S OBLIGATIONS UNDER THIS LEASE, AND (II) IF REQUESTED BY
LANDLORD, EXECUTE THE CONSENT FORM REQUIRED BY LANDLORD.
LANDLORD'S CONSENT TO
A TRANSFER WILL NOT RELEASE TENANT FROM ITS OBLIGATIONS UNDER THIS LEASE, BUT
RATHER TENANT AND ITS