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 AND IDENTIFIED IN A
WRITTEN NOTICE DELIVERED TO TENANT WITHIN FIVE (5) DAYS AFTER LANDLORD'S RECEIPT
OF SUCH FINANCIAL STATEMENTS 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.
EXCEPT AS PROVIDED IN SECTIONS 14.6 AND 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 SUBJECT TO APPLICABLE NOTICE AND CURE PERIODS.
WHETHER OR NOT
LANDLORD SHALL GRANT CONSENT, TENANT SHALL PAY LANDLORD'S ACTUAL, DOCUMENTED AND
REASONABLE LEGAL FEES (NOT TO EXCEED $2,500.00 IN ANY ONE INSTANCE) INCURRED BY
LANDLORD, WITHIN THIRTY (30) DAYS AFTER WRITTEN REQUEST BY LANDLORD.
14.2
LANDLORD'S CONSENT.
LANDLORD SHALL NOT UNREASONABLY WITHHOLD OR
CONDITION ITS CONSENT TO ANY PROPOSED TRANSFER OF THE SUBJECT SPACE TO THE
TRANSFEREE ON THE TERMS SPECIFIED IN THE TRANSFER NOTICE.
LANDLORD SHALL NOTIFY
TENANT OF LANDLORD'S CONSENT OR REASONABLE DISAPPROVAL OF ANY SUCH TRANSFER
WITHIN FIFTEEN (15) DAYS AFTER LANDLORD'S RECEIPT OF THE TRANSFER NOTICE AND ALL
OTHER INFORMATION REQUIRED TO BE DELIVERED BY TENANT TO LANDLORD IN CONNECTION
WITH SUCH PROPOSED TRANSFER AS SET FORTH IN SECTION 14.1 ABOVE.
IN THE EVENT
THAT LANDLORD FAILS TO NOTIFY TENANT IN WRITING OF SUCH APPROVAL OR DISAPPROVAL
WITHIN SUCH FIFTEEN (15) DAY PERIOD, AND SUCH FAILURE CONTINUES FOR AN
ADDITIONAL FIVE (5) DAYS AFTER TENANT NOTIFIES LANDLORD OF SUCH FAILURE, THEN
LANDLORD SHALL BE DEEMED TO HAVE APPROVED SUCH TRANSFER.
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 APPLY, WITHOUT LIMITATION AS TO OTHER REASONABLE GROUNDS FOR
WITHHOLDING CONSENT:
14.2.1
THE TRANSFEREE IS OF A CHARACTER OR REPUTATION OR ENGAGED IN A
BUSINESS WHICH IS NOT CONSISTENT WITH THE QUALITY OF THE BUILDING OR THE REAL
PROPERTY AS A FIRST-CLASS MULTI-TENANT OFFICE BUILDING PROJECT;
14.2.2
THE TRANSFEREE INTENDS TO USE THE SUBJECT SPACE FOR PURPOSES WHICH
ARE NOT PERMITTED UNDER THIS LEASE OR WHICH WOULD VIOLATE AN EXCLUSIVE USE RIGHT
OF ANOTHER TENANT OF THE PROJECT (IN CONNECTION WITH THIS SECTION 14.2.2 UPON
WRITTEN REQUEST FROM TENANT, NOT MORE THAN ONE (1) TIME IN ANY SIX (6) MONTH
PERIOD, LANDLORD SHALL PROVIDE TENANT A LIST OF THE THEN EXCLUSIVE USE RIGHTS OF
THE THEN EXISTING TENANT(S) OF THE PROJECT, IF ANY);
14.2.3
THE TRANSFEREE IS EITHER A GOVERNMENTAL AGENCY OR INSTRUMENTALITY
THEREOF (I) WHICH IS THAT OF A FOREIGN COUNTRY, OR (II) WHICH IS OF A CHARACTER
OR REPUTATION, IS ENGAGED IN A BUSINESS, OR IS OF, OR IS ASSOCIATED WITH, A
POLITICAL ORIENTATION OR FACTION, WHICH IS MATERIALLY INCONSISTENT WITH THE
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QUALITY OF THE