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, 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 [***] FOR
A TRANSFER IN THE ORDINARY COURSE OF BUSINESS, WITHIN THIRTY (30) DAYS AFTER
WRITTEN REQUEST BY LANDLORD.
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
APPLY:
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
PROJECT;
14.2.2
THE TRANSFEREE INTENDS TO USE THE SUBJECT SPACE FOR PURPOSES WHICH
ARE NOT PERMITTED UNDER THIS LEASE;
14.2.3
THE TRANSFEREE IS EITHER A GOVERNMENTAL AGENCY OR INSTRUMENTALITY
THEREOF, AND SUCH TRANSFEREES OCCUPANCY IN THE PROJECT MAY CAUSE ISSUES (IN
TERMS OF [***]) THAT ARE SIGNIFICANTLY LESS LIKELY TO ARISE IF SUCH TRANSFER
WERE A NOT A GOVERNMENTAL AGENCY OR INSTRUMENTALITY THEREOF;
14.2.4
THE TRANSFEREE IS NOT A PARTY OF REASONABLE FINANCIAL WORTH AND/OR
FINANCIAL STABILITY IN LIGHT OF THE RESPONSIBILITIES TO BE UNDERTAKEN IN
CONNECTION WITH THE TRANSFER ON THE DATE CONSENT IS REQUESTED;
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*** CONFIDENTIAL