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, INCLUDING ALL THEN 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
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 REVIEW
AND PROCESSING FEES, AS WELL AS ANY REASONABLE PROFESSIONAL FEES (INCLUDING,
WITHOUT LIMITATION, ATTORNEYS', ACCOUNTANTS', ARCHITECTS', ENGINEERS' AND
CONSULTANTS' FEES) INCURRED BY LANDLORD, WITHIN THIRTY (30) DAYS AFTER WRITTEN
REQUEST BY LANDLORD, NOT TO EXCEED TWO THOUSAND AND NO/100 DOLLARS ($2,000.00)
IN THE AGGREGATE PER TRANSFER IN THE ORDINARY COURSE OF BUSINESS.
14.2
LANDLORD'S CONSENT.
LANDLORD SHALL NOT UNREASONABLY WITHHOLD ITS
CONSENT TO ANY PROPOSED TRANSFER OF THE SUBJECT SPACE TO THE TRANSFEREE ON THE
TERMS SPECIFIED IN THE TRANSFER NOTICE.
WITHOUT LIMITATION AS TO OTHER
REASONABLE GROUNDS FOR WITHHOLDING CONSENT, THE PARTIES HEREBY AGREE THAT IT
SHALL BE REASONABLE UNDER THIS LEASE AND UNDER ANY APPLICABLE LAW FOR LANDLORD
TO WITHHOLD CONSENT TO ANY PROPOSED TRANSFER WHERE ONE OR MORE OF THE FOLLOWING