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,
(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, 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
37
DOCUMENTATION BY LANDLORD ON MORE THAN TWO (2) OCCASIONS WITH REGARD TO A SINGLE
PROPOSED TRANSFER.
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;
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;
14.2.5
THE PROPOSED TRANSFER WOULD CAUSE A VIOLATION OF ANOTHER
LEASE FOR SPACE IN THE PROJECT, OR WOULD GIVE AN OCCUPANT OF THE PROJECT A RIGHT
TO CANCEL ITS LEASE;
14.2.6
THE TERMS OF THE PROPOSED TRANSFER WILL ALLOW THE
TRANSFEREE TO EXERCISE