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, AND (IV)
CURRENT FINANCIAL STATEMENTS OF THE PROPOSED TRANSFEREE OR ANY OTHER INFORMATION
WHICH WILL REASONABLY ENABLE LANDLORD TO DETERMINE THE FINANCIAL RESPONSIBILITY
OF THE PROPOSED TRANSFEREE, NATURE OF SUCH TRANSFEREE'S BUSINESS AND PROPOSED
USE OF THE SUBJECT SPACE.
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, WITHIN THIRTY (30) DAYS
AFTER WRITTEN REQUEST BY LANDLORD, PROVIDED THAT (I) IN NO EVENT SHALL SUCH FEES
AND COSTS EXCEED $2,500.00 FOR A TRANSFER, AND (II) NO SUCH FEES AND COSTS SHALL
BE DUE IN CONNECTION WITH AN ASSIGNMENT OR SUBLEASE WHICH DOES NOT REQUIRE THE
CONSENT OF LANDLORD PURSUANT TO THE TERMS OF THIS ARTICLE 14.
14.2
LANDLORD'S CONSENT.
LANDLORD SHALL NOT
UNREASONABLY WITHHOLD OR DELAY ITS CONSENT TO ANY PROPOSED TRANSFER OF THE
SUBJECT SPACE TO THE TRANSFEREE ON THE TERMS SPECIFIED IN THE TRANSFER NOTICE.
LANDLORD SHALL GRANT OR DENY ITS CONSENT TO A PROPOSED TRANSFER WITHIN TWENTY
(20) DAYS FOLLOWING THE DATE LANDLORD RECEIVES THE TRANSFER NOTICE.
ANY DENIAL
OF LANDLORD'S CONSENT SHALL BE ACCOMPANIED BY A STATEMENT INDICATING THE
REASONABLE GROUNDS UPON WHICH LANDLORD DENIED SUCH CONSENT.
IN THE EVENT THAT
LANDLORD SHALL FAIL TO GRANT OR DENY ITS CONSENT WITHIN THE FOREGOING TWENTY
(20) DAY PERIOD, AND SHALL FAIL TO GRANT OR DENY ITS CONSENT WITHIN THREE (3)
BUSINESS DAYS FOLLOWING RECEIPT OF NOTICE THEREOF FROM TENANT, LANDLORD'S
CONSENT SHALL BE DEEMED GRANTED.
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 ONLY 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; OR
14.2.5
THE PROPOSED TRANSFER