Common use of Standards for Consent Clause in Contracts

Standards for Consent. Tenant agrees that Landlord may refuse its consent to the proposed transfer on any reasonable grounds, and (by way of example and without limitation) Tenant agrees that it shall be reasonable for Landlord to withhold its consent if any of the following situations exist or may exist: (a) the use to which the Premises will be put by the proposed transferee is different than the use set forth in Paragraph G of the BLP; (b) the proposed transferee's financial condition is inadequate, in Landlord’s sole discretion, to support all of the financial and other obligations of Tenant under this Lease; (c) the business reputation or character of the proposed transferee is not reasonably acceptable to Landlord; (d) the proposed transferee is not likely to conduct on the Premises a business of a quality substantially equal to or greater than that conducted by Tenant; (e) the nature of the proposed transferee's proposed or likely use of the Premises would impose an increased burden on the Common Area, or involve any increased risk of the presence, use, release or discharge of Hazardous Materials, as defined in Article 30; (f) Landlord has not received assurances acceptable to Landlord in its sole discretion that all past due amounts owing from Tenant to Landlord, if any, will be paid and all other defaults on the part of Tenant, if any, will be cured prior to the effective date of the proposed Assignment; (g) in Landlord's reasonable business judgment the annual Percentage Rent Landlord anticipates receiving from the proposed transferee is less than the average Percentage Rent Landlord has received from Tenant during the two (2) years immediately prior to the proposed Assignment; and (h) in Landlord’s reasonable business judgment the Assignment would breach any covenant of Landlord respecting radius, location, use or exclusivity relating to the Shopping Center, or, in Landlord's sole discretion, conflict with, be incompatible with or have an adverse impact on the tenant mix of the Shopping Center. Landlord's consent to any one Assignment shall not constitute consent to any other Assignment.

Standards for Consent. Tenant agrees that If Landlord may refuse does not elect either of the options set forth in subsections (a) and (b) of Section 18.3 above, Landlord shall not unreasonably withhold its consent to the proposed transfer on any reasonable groundsAssignment, and Sublease or Subleases to a third party or parties (by way of example and without limitation) Tenant agrees "transferees"); provided, however, that it Landlord's refusal to consent to any Assignment or Sublease shall be deemed reasonable for Landlord to withhold its consent if any of the following situations exist or may exist: if: (ai) the use to which the Premises will be put by the proposed transferee is different than the use set forth in Paragraph G of the BLP; (b) the proposed The transferee's financial condition is inadequate, in Landlord’s sole discretion's reasonable opinion, is not of reputable and good character; (ii) The proposed transferee (itself or through its management or controlling organization), in Landlord's reasonable judgment, is not an experienced, proven and successful operator of businesses comparable to support all of the financial and other obligations of Tenant under type contemplated by this Lease; ; (ciii) the business reputation or character of If the proposed transferee is not reasonably acceptable to Landlord; (d) the proposed transferee is not likely to conduct on the Premises a business of a quality substantially equal to or greater than that conducted by Tenant; (e) the nature of the proposed transferee's proposed or likely use of the Premises would impose an increased burden on by the Common Area, subtenant or involve any increased risk assignee is not a restaurant of the presence, use, release or discharge of Hazardous Materials, as defined in Article 30; (f) Landlord has not received assurances acceptable to Landlord in its sole discretion that all past due amounts owing from Tenant to Landlord, if any, will be paid similar kind and all other defaults on the part of Tenant, if any, will be cured prior quality to the effective date of Restaurant, the proposed Assignment; (g) purposes for which the transferee intends to use the Premises are, in Landlord's reasonable judgment, incompatible with the Hotel or the business operations of other Tenants in the Hotel; (iv) In the reasonable judgment of the annual Percentage Rent Landlord anticipates receiving the purpose for which the subtenant or assignee intends to use the Premises is not in keeping with the standards of Landlord for the Hotel as a first class resort hotel facility, or is in violation of the terms of any other lease in the Hotel, it being understood that the purpose for which any subtenant or assignee intends to use the Premises may not be in violation of this Lease; (v) The proposed transferee has been involved in bona fide negotiations with Landlord for space in the Hotel within the preceding twelve (12) months and Landlord has available other comparable space in the Hotel to offer to the prospective subtenant or assignee; (vi) The proposed subtenant or assignee is either an occupant of the Hotel (but only if Landlord can offer comparable space in the Hotel to such proposed assignee or sublessee) or a government (or subdivision or agency thereof); (vii) Taking into account funds available from and committed by a controlling organization: the proposed assignee or sublessee is, in the reasonable judgment of Landlord, insolvent or financially unable to meet the projected costs of the obligations to be assumed for the unexpired Term of this Lease; or the proposed assignee or sublessee has a net worth which is, in the reasonable opinion of Landlord, insufficient to enable it to operate a successful first class business of the type contemplated herein and to meet the projected costs of obligations to be assumed for the unexpired Term of this Lease; (viii) The transferee operates another similar business, under the same trade name to be used at the Premises, at a Las Vegas Strip location, including any location within a hotel and/or casino property; (ix) An Event of Default has occurred and is continuing under this Lease; (x) The proposed Sublease is for less than all of the average Percentage Rent Landlord has received from Tenant during the Premises; or (xi) The proposed Sublease or Assignment is to be effective within two (2) years immediately prior after the Commencement Date at a time when Tenant's Restaurant is profitable. If Landlord consents to the proposed Assignment; and any Sublease or Assignment under this Section 18.4, Tenant may thereafter within thirty (h30) in Landlord’s reasonable business judgment the Assignment would breach any covenant of Landlord respecting radius, location, use or exclusivity relating to the Shopping Center, or, in days after Landlord's sole discretionconsent, conflict withbut not later than the expiration of said thirty (30) days, be incompatible with or have an adverse impact on the tenant mix enter into such Sublease of the Shopping Center. Landlord's consent Premises or portion thereof, or Assignment upon the terms and conditions set forth in the notice furnished by Tenant to any one Assignment shall not constitute consent Landlord pursuant to any other AssignmentSection 18.2 above.

Standards for Consent. If Tenant agrees that desires the consent of Landlord to a --------------------- Transfer, Tenant shall submit to Landlord, at least thirty (30) days prior to the proposed effective date of the Transfer, a written notice which includes such information as Landlord may refuse require about the proposed Transfer and the transferee. If Landlord does not terminate this Lease, in whole or in part, pursuant to Section 14.C, Landlord shall not unreasonably withhold or delay its consent to any assignment or sublease. Landlord shall not be deemed to have unreasonably withheld its consent if, in the proposed transfer on any reasonable grounds, and judgment of Landlord: (i) the transferee is of a character or engaged in a business which is not in keeping with the standards or criteria used by way Landlord in leasing the Building; (ii) the financial condition of example and without limitation) Tenant agrees the transferee is such that it shall may not be reasonable for Landlord able to withhold perform its consent if any of the following situations exist or may exist: (a) the use to which the Premises will be put by the proposed transferee is different than the use set forth obligations in Paragraph G of the BLP; (b) the proposed transferee's financial condition is inadequate, in Landlord’s sole discretion, to support all of the financial and other obligations of Tenant under connection with this Lease; (ciii) the business reputation purpose for which the transferee intends to use the Premises or character portion thereof is in violation of the proposed terms of this Lease or the lease of any other tenant in the Building; (iv) the transferee is not a tenant of the Building (except if there is no other space reasonably acceptable comparable to Landlordthe Premises from the perspective of the transferee available for lease by Landlord in the Building at the time that Landlord receives the above-referenced notice from Tenant, in which event the transferee may be a tenant of the Building); (dv) the proposed transferee is not likely rent to conduct on be charged the Premises a business of a quality substantially equal to or greater than that conducted by Tenant; (e) the nature of the proposed transferee's proposed or likely use of the Premises would impose an increased burden on the Common Area, or involve any increased risk of the presence, use, release or discharge of Hazardous Materials, as defined in Article 30; (f) Landlord has not received assurances acceptable to Landlord in its sole discretion that all past due amounts owing from Tenant to Landlord, if any, will be paid and all other defaults on the part of Tenant, if any, will be cured prior to the effective date of the proposed Assignment; (g) in Landlord's reasonable business judgment the annual Percentage Rent Landlord anticipates receiving from the proposed transferee is less than the average Percentage Rent then fair market rental value of comparable space in the Building (which fair market rental value shall be deemed to be the rent set forth in the most current lease by Landlord has received from Tenant during of comparable space in the two Building); or (2vi) years immediately prior to the proposed Assignment; and (h) in Landlord’s reasonable business judgment the Assignment would breach any covenant of other bases which Landlord respecting radius, location, use or exclusivity relating to the Shopping Center, or, in Landlord's sole discretion, conflict with, be incompatible with or have an adverse impact on the tenant mix of the Shopping Centerreasonably deems appropriate. Landlord's If Landlord wrongfully withholds its consent to any one Assignment Transfer, such wrongful withholding shall not constitute consent release Tenant from the prompt and punctual performance by Tenant of the covenants contained herein or operate to ▇▇▇▇▇ Rent and Tenant shall have no right to terminate this Lease because of an such wrongful withholding. Subject to the foregoing, Tenant may pursue any and all remedies available to it at law or in equity in connection with any such wrongful withholding. If Landlord consents to any Transfer, Tenant shall pay to Landlord fifty percent (50%) of all rent and other Assignmentconsideration received by Tenant in excess of the Rent paid by Tenant hereunder for the portion of the Premises so transferred (after first deducting therefrom all reasonable costs incurred by Tenant in connection therewith, including, without limitation, reasonable legal, brokerage, space planning and construction costs in connection therewith). Such rent shall be paid as and when received by Tenant. In addition, Tenant shall pay to Landlord any reasonable attorneys' fees and expenses incurred by Landlord in connection with any Transfer.

Standards for Consent. If Tenant agrees that desires the consent of Landlord may refuse its consent to a Transfer, Tenant shall submit to Landlord, at least thirty (30) days prior to the proposed transfer on any reasonable grounds, and (by way of example and without limitation) Tenant agrees that it shall be reasonable for Landlord to withhold its consent if any of the following situations exist or may exist: (a) the use to which the Premises will be put by the proposed transferee is different than the use set forth in Paragraph G of the BLP; (b) the proposed transferee's financial condition is inadequate, in Landlord’s sole discretion, to support all of the financial and other obligations of Tenant under this Lease; (c) the business reputation or character of the proposed transferee is not reasonably acceptable to Landlord; (d) the proposed transferee is not likely to conduct on the Premises a business of a quality substantially equal to or greater than that conducted by Tenant; (e) the nature of the proposed transferee's proposed or likely use of the Premises would impose an increased burden on the Common Area, or involve any increased risk of the presence, use, release or discharge of Hazardous Materials, as defined in Article 30; (f) Landlord has not received assurances acceptable to Landlord in its sole discretion that all past due amounts owing from Tenant to Landlord, if any, will be paid and all other defaults on the part of Tenant, if any, will be cured prior to the effective date of the Transfer, a written notice which includes such information as Landlord may reasonably require about the proposed AssignmentTransfer and the transferee. Landlord shall grant or deny its consent to any proposed Transfer within fifteen (15) days after the date on which Tenant has furnished to Landlord all of the items required under the preceding sentence. Landlord shall not unreasonably withhold its consent to any proposed Transfer. Landlord shall not be deemed to have unreasonably withheld its consent if, in the judgment of Landlord: (i) the transferee is of a character or engaged in a business which is not in keeping with the standards or criteria used by Landlord in leasing the Building; (gii) the purpose for which the transferee intends to use the Premises or portion thereof is in violation of the terms of this Lease or the lease of any other tenant in the Building; (iii) the transferee is a tenant or prospective tenant (which shall mean a party with which Landlord shall have had active negotiations for leasing of space in the Building within four (4) months prior to Landlord's reasonable business judgment receipt of the annual Percentage Rent written notice referred to in the first sentence of this Section 14.B; Landlord anticipates receiving agreeing, upon request by Tenant from time to time, but only if Tenant is then actively pursuing a Transfer, to provide a list of prospective tenants as of the proposed transferee date of receipt by Landlord of such request) of the Building (except if there is less than the average Percentage Rent Landlord has received from Tenant during the two (2) years immediately prior no other space reasonably comparable to the proposed Assignment; and Premises (h) in Landlord’s reasonable business judgment the Assignment would breach any covenant of Landlord respecting radiuswith regard to area, location, use or exclusivity relating to conditions, improvements and timing) from the Shopping Center, orperspective of the transferee available for lease by Landlord in the Building at the time that Landlord receives the above-referenced notice from Tenant, in Landlord's sole discretion, conflict with, which event the transferee may be incompatible with or have an adverse impact on the a tenant mix of the Shopping Center. Landlord's consent to any one Assignment shall not constitute consent to any other Assignment.Building); or

Standards for Consent. If Tenant agrees that desires the consent of Landlord to a Transfer, Tenant shall submit to Landlord, at least forty-five (45) days prior to the proposed effective date of the Transfer, a written notice which includes such information as Landlord may refuse require about the proposed Transfer and the transferee, together with a non-refundable processing fee in the amount of five hundred dollars ($500.00). If Landlord does not terminate this Lease, in whole or in part, pursuant to Section 14C, Landlord shall not unreasonably withhold its consent to any assignment or sublease, which consent or lack thereof shall be provided within thirty (30) days of receipt of Tenant's notice. Landlord shall not be deemed to have unreasonably withheld its consent if, in the proposed transfer on any reasonable grounds, and judgment of Landlord: (i) the transferee is of a character or engaged in a business which is not in keeping with the standards or criteria used by way Landlord in leasing the Building; (ii) the financial condition of example and without limitationthe transferee is such that it may not be able to perform its obligations in connection with this Lease; (iii) the transferee is a governmental unit; (iv) Tenant agrees that it shall be reasonable for Landlord to withhold its consent if any of the following situations exist or may exist: (a) the use to which the Premises will be put by the proposed transferee is different than the use set forth in Paragraph G of the BLP; (b) the proposed transferee's financial condition is inadequate, in Landlord’s sole discretion, to support all of the financial and other obligations of Tenant Default under this Lease; (cv) in the business reputation judgment of Landlord, such a Transfer would violate any term, condition, covenant or character agreement of the proposed transferee is not Landlord involving the Building; or (vi) any other basis which Landlord reasonably acceptable to Landlord; (d) the proposed transferee is not likely to conduct on the Premises a business of a quality substantially equal to or greater than that conducted by Tenant; (e) the nature of the proposed transferee's proposed or likely use of the Premises would impose an increased burden on the Common Area, or involve any increased risk of the presence, use, release or discharge of Hazardous Materials, as defined in Article 30; (f) deems appropriate. If Landlord has not received assurances acceptable to Landlord in wrongfully withholds its sole discretion that all past due amounts owing from Tenant to Landlord, if any, will be paid and all other defaults on the part of Tenant, if any, will be cured prior to the effective date of the proposed Assignment; (g) in Landlord's reasonable business judgment the annual Percentage Rent Landlord anticipates receiving from the proposed transferee is less than the average Percentage Rent Landlord has received from Tenant during the two (2) years immediately prior to the proposed Assignment; and (h) in Landlord’s reasonable business judgment the Assignment would breach any covenant of Landlord respecting radius, location, use or exclusivity relating to the Shopping Center, or, in Landlord's sole discretion, conflict with, be incompatible with or have an adverse impact on the tenant mix of the Shopping Center. Landlord's consent to any one Assignment Transfer, Tenant's sole and exclusive remedy therefor shall not constitute be to seek specific performance of Landlord's obligation to consent to any other Assignmentsuch Transfer.

Standards for Consent. If Tenant agrees that desires the consent of Landlord may refuse its consent to a Transfer, Tenant shall submit to Landlord, at least ten (10) business days prior to the proposed transfer on any reasonable grounds, and (by way of example and without limitation) Tenant agrees that it shall be reasonable for Landlord to withhold its consent if any of the following situations exist or may exist: (a) the use to which the Premises will be put by the proposed transferee is different than the use set forth in Paragraph G of the BLP; (b) the proposed transferee's financial condition is inadequate, in Landlord’s sole discretion, to support all of the financial and other obligations of Tenant under this Lease; (c) the business reputation or character of the proposed transferee is not reasonably acceptable to Landlord; (d) the proposed transferee is not likely to conduct on the Premises a business of a quality substantially equal to or greater than that conducted by Tenant; (e) the nature of the proposed transferee's proposed or likely use of the Premises would impose an increased burden on the Common Area, or involve any increased risk of the presence, use, release or discharge of Hazardous Materials, as defined in Article 30; (f) Landlord has not received assurances acceptable to Landlord in its sole discretion that all past due amounts owing from Tenant to Landlord, if any, will be paid and all other defaults on the part of Tenant, if any, will be cured prior to the effective date of the Transfer, a written notice which includes such information aS Landlord may require about the proposed AssignmentTransfer and the transferee. If Landlord does not terminate this Lease, in whole or in part, pursuant to Section 15.C, Landlord shall not unreasonably withhold its consent to any assignment or sublease. Landlord shall not be deemed to have unreasonably withheld its consent if, in the reasonable judgment of Landlord: (i) the transferee is of a character or engaged in a business which is not in keeping with the standards or criteria used by Landlord in leasing the Building; (gii) the financial condition of the transferee is such that it may not be able to perform its obligations in Landlord's reasonable business judgment connection with this Lease (or, in the annual Percentage Rent Landlord anticipates receiving case of a sublease, the financial condition of the transferee is such that it may not be able to perform its obligations in connection with such sublease); (iii) the purpose for which the transferee intends to use the Premises or portion thereof is in violation of the terms of this Lease or the lease of any other tenant in the Building; (iv) the transferee is a tenant of the Building (except if there is no other space reasonably comparable to the Premises from the proposed perspective of the transferee available for lease by Landlord in the Building at the time that Landlord receives the above-referenced notice from Tenant, in which event the transferee may be a tenant of the Building); (v) the rent to be charged the transferee is less than the average Percentage Rent then fair market rental value of comparable space in the Building (if Landlord has received from has, within six (6) months of Tenant’s request for consent to a Transfer, entered into a lease for comparable premises in the Building, then fair market rental value shall be deemed to be the rent set forth in such lease) (if Tenant during is actively marketing the two Premises for sublease or assignment, Landlord agrees, upon request of Tenant, to quote Tenant the fair market rental value of comparable premises in the Building); or (2vi) years immediately prior to the proposed Assignment; and (h) in Landlord’s any other reasonable business judgment the Assignment would breach any covenant of basis. If Landlord respecting radius, location, use or exclusivity relating to the Shopping Center, or, in Landlord's sole discretion, conflict with, be incompatible with or have an adverse impact on the tenant mix of the Shopping Center. Landlord's wrongfully withholds its consent to any one Assignment Transfer, Tenant’s sole and exclusive remedy therefor, shall not constitute be to seek specific performance of Landlord’s obligation to consent to any other Assignmentsuch Transfer.

Standards for Consent. Tenant agrees that If Landlord may refuse does not elect either of the options set forth in subsections (a) and (b) of Section 18.3 above, Landlord shall not unreasonably withhold its consent to the proposed transfer on any reasonable groundsAssignment, and Sublease or Subleases to a third party or parties (by way of example and without limitation) Tenant agrees "transferees"); provided, however, that it Landlord's refusal to consent to any Assignment or Sublease shall be deemed reasonable for Landlord to withhold its consent if any of the following situations exist or may exist: if: (ai) the use to which the Premises will be put by the proposed transferee is different than the use set forth in Paragraph G of the BLP; (b) the proposed The transferee's financial condition is inadequate, in Landlord’s sole discretion's reasonable opinion, is not of reputable and good character; (ii) The proposed transferee (itself or through its management or controlling organization), in Landlord's reasonable judgment, is not an experienced, proven and successful operator of businesses comparable to support all of the financial and other obligations of Tenant under type contemplated by this Lease; ; (ciii) the business reputation or character of If the proposed transferee is not reasonably acceptable to Landlord; (d) the proposed transferee is not likely to conduct on the Premises a business of a quality substantially equal to or greater than that conducted by Tenant; (e) the nature of the proposed transferee's proposed or likely use of the Premises would impose an increased burden on by the Common Area, subtenant or involve any increased risk assignee is not a restaurant of the presence, use, release or discharge of Hazardous Materials, as defined in Article 30; (f) Landlord has not received assurances acceptable to Landlord in its sole discretion that all past due amounts owing from Tenant to Landlord, if any, will be paid similar kind and all other defaults on the part of Tenant, if any, will be cured prior quality to the effective date of Food Court, the proposed Assignment; (g) purposes for which the transferee intends to use the Premises are, in Landlord's reasonable judgment, incompatible with the Hotel or the business operations of other Tenants in the Hotel; (iv) In the reasonable judgment of the annual Percentage Rent Landlord anticipates receiving the purpose for which the subtenant or assignee intends to use the Premises is not in keeping with the standards of Landlord for the Hotel as a first class resort hotel facility, or is in violation of the terms of any other lease in the Hotel, it being understood that the purpose for which any subtenant or assignee intends to use the Premises may not be in violation of this Lease; (v) The proposed transferee has been involved in bona fide negotiations with Landlord for space in the Hotel within the preceding twelve (12) months and Landlord has available other comparable space in the Hotel to offer to the prospective subtenant or assignee; (vi) The proposed subtenant or assignee is either an occupant of the Hotel (but only if Landlord can offer comparable space in the Hotel to such proposed assignee or sublessee) or a government (or subdivision or agency thereof); (vii) Taking into account funds available from and committed by a controlling organization: the proposed assignee or sublessee is, in the reasonable judgment of Landlord, insolvent or financially unable to meet the projected costs of the obligations to be assumed for the unexpired Term of this Lease; or the proposed assignee or sublessee has a net worth which is, in the reasonable opinion of Landlord, insufficient to enable it to operate a successful first class business of the type contemplated herein and to meet the projected costs of obligations to be assumed for the unexpired Term of this Lease; (viii) The transferee operates another similar business, under the same trade name to be used at the Premises, at a Las Vegas Strip location, including any location within a hotel and/or casino property; (ix) An Event of Default has occurred and is continuing under this Lease; (x) The proposed Sublease is for less than all of the average Percentage Rent Landlord has received from Tenant during the Premises; or (xi) The proposed Sublease or Assignment is to be effective within two (2) years immediately prior after the Commencement Date at a time when Tenant's Food Court is profitable. If Landlord consents to the proposed Assignment; and any Sublease or Assignment under this Section 18.4, Tenant may thereafter within thirty (h30) in Landlord’s reasonable business judgment the Assignment would breach any covenant of Landlord respecting radius, location, use or exclusivity relating to the Shopping Center, or, in days after Landlord's sole discretionconsent, conflict withbut not later than the expiration of said thirty (30) days, be incompatible with or have an adverse impact on the tenant mix enter into such Sublease of the Shopping Center. Landlord's consent Premises or portion thereof, or Assignment upon the terms and conditions set forth in the notice furnished by Tenant to any one Assignment shall not constitute consent Landlord pursuant to any other AssignmentSection 18.2 above.

Standards for Consent. If Tenant agrees that desires the consent of Landlord to a Transfer, Tenant shall submit to Landlord, at least twenty (20) days prior to the proposed effective date of the Transfer, a written notice which includes such information as Landlord may refuse require about the proposed Transfer and the transferee, which shall include, without limitation, the identity of the proposed transferee, audited financial information regarding the proposed transferee, information regarding the business of the proposed transferee, a reasonably detailed description of the terms and conditions of proposed Transfer and a copy of the proposed assignment or sublease, together with a non-refundable processing fee in the amount of five hundred dollars ($500.00). If Landlord does not terminate this Lease, in whole or in part, pursuant to Section 13.C, Landlord shall not unreasonably withhold its consent to any assignment or sublease, which consent or lack thereof shall be provided within twenty (20) days of receipt of Tenant's notice and all required information and materials. Landlord shall not be deemed to have unreasonably withheld its consent if, in the proposed transfer on judgment of Landlord: (i) the transferee is of a character or engaged in a business which is not in keeping with the standards or criteria used by Landlord in leasing the Building; (ii) the financial condition of the transferee is such that it may not be able to perform its obligations in connection with this Lease; (iii) the transferee is a tenant of or actively negotiating for space in the Building or in any reasonable grounds, and other building in the Development owned by Landlord or a related entity; (by way of example and without limitationiv) the transferee is a governmental unit; (v) Tenant agrees that it shall be reasonable for Landlord to withhold its consent if any of the following situations exist or may exist: (a) the use to which the Premises will be put by the proposed transferee is different than the use set forth in Paragraph G of the BLP; (b) the proposed transferee's financial condition is inadequate, in Landlord’s sole discretion, to support all of the financial and other obligations of Tenant Default under this Lease; or (cvi) in the business reputation judgment of Landlord, such a Transfer would violate any term, condition, covenant or character agreement of the proposed transferee Landlord involving the Building or the Development or any other tenant's lease within it. The foregoing is not reasonably acceptable intended as an exhaustive list of reasonable reasons for Landlord to withheld its consent. If Landlord wrongfully withholds its consent to any Transfer, Tenant's sole and exclusive remedy therefor shall be to seek specific performance of Landlord; (d) the proposed transferee is not likely 's obligation to conduct on the Premises a business of a quality substantially equal consent to or greater than that conducted by Tenant; (e) the nature of the proposed transferee's proposed or likely use of the Premises would impose an increased burden on the Common Areasuch Transfer. If Landlord consents to such Transfer, or involve any increased risk of the presence, use, release or discharge of Hazardous Materials, as defined in Article 30; (f) Landlord has not received assurances acceptable to Landlord in its sole discretion that all past due amounts owing from Tenant to Landlord, if any, will be paid and all other defaults on the part of Tenant, if any, will be cured prior to the effective date of the proposed Assignment; (g) in Landlord's reasonable business judgment the annual Percentage Rent Landlord anticipates receiving from the proposed transferee is less than the average Percentage Rent Landlord has received from such Transfer, Tenant during the two (2) years immediately prior to the proposed Assignment; and (h) in Landlord’s reasonable business judgment the Assignment would breach any covenant of Landlord respecting radius, location, use or exclusivity relating to the Shopping Center, or, in Landlord's sole discretion, conflict with, be incompatible with or have shall deliver an adverse impact on the tenant mix executed original of the Shopping Center. assignment or sublease (which shall be in the form submitted to Landlord with Tenant's notice) and, if required by Landlord, Tenant shall execute Landlord's consent form acknowledging agreement to any one Assignment shall not constitute consent to any other Assignmentthe terms and conditions of Landlord's consent.

Standards for Consent. If Tenant agrees that desires the consent of Landlord to a Transfer, Tenant shall submit to Landlord, at least thirty (30) days prior to the proposed effective date of the Transfer, a written notice which includes such information as Landlord may refuse require about the proposed Transfer and the transferee, together with a non-refundable processing fee in the amount of one hundred dollars ($100.00). If Landlord does not terminate this Lease, in whole or in part, pursuant to Section 13.C, Landlord shall not unreasonably withhold its consent to any assignment or sublease, which consent or lack thereof shall be provided within fifteen (15) days of receipt of Tenant's notice. Landlord shall not be deemed to have unreasonably withheld its consent if, in the judgment of Landlord: (i) the transferee is of a character or engaged in a business which is not in keeping with the standards or criteria used by Landlord in leasing the Building; (ii) the financial condition of the transferee is such that it may not be able to perform its obligations in connection with this Lease; (iii) the transferee is a tenant of the Building, unless, however, Landlord cannot accommodate the space needs of such proposed transfer on any reasonable grounds, transferee in the Building; (iv) the transferee and Landlord have executed a written letter of intent for the lease of space in the Building; (by way of example and without limitationv) the transferee is a governmental unit; (vi) Tenant agrees that it shall be reasonable for Landlord to withhold its consent if any of the following situations exist or may exist: (a) the use to which the Premises will be put by the proposed transferee is different than the use set forth in Paragraph G of the BLP; (b) the proposed transferee's financial condition is inadequate, in Landlord’s sole discretion, to support all of the financial and other obligations of Tenant Default under this Lease; (cvii) in the business reputation judgment of Landlord, such a Transfer would violate any term, condition, covenant or character agreement of the proposed transferee is not Landlord involving the Building or any other tenant's lease within it; or (viii) any other basis which Landlord reasonably acceptable to Landlord; (d) the proposed transferee is not likely to conduct on the Premises a business of a quality substantially equal to or greater than that conducted by Tenant; (e) the nature of the proposed transferee's proposed or likely use of the Premises would impose an increased burden on the Common Area, or involve any increased risk of the presence, use, release or discharge of Hazardous Materials, as defined in Article 30; (f) deems appropriate. If Landlord has not received assurances acceptable to Landlord in wrongfully withholds its sole discretion that all past due amounts owing from Tenant to Landlord, if any, will be paid and all other defaults on the part of Tenant, if any, will be cured prior to the effective date of the proposed Assignment; (g) in Landlord's reasonable business judgment the annual Percentage Rent Landlord anticipates receiving from the proposed transferee is less than the average Percentage Rent Landlord has received from Tenant during the two (2) years immediately prior to the proposed Assignment; and (h) in Landlord’s reasonable business judgment the Assignment would breach any covenant of Landlord respecting radius, location, use or exclusivity relating to the Shopping Center, or, in Landlord's sole discretion, conflict with, be incompatible with or have an adverse impact on the tenant mix of the Shopping Center. Landlord's consent to any one Assignment Transfer, Tenant's soleand exclusive remedy therefor shall not constitute be to seek specific performance of Landlord's obligation to consent to any other Assignmentsuch Transfer; provided, however, that notwithstanding the foregoing, if it is determined by a court of competent jurisdiction that Landlord wilfully and maliciously withheld its consent to a proposed Transfer, then, in addition to such remedy of specific performance, Tenant shall be entitled to direct damages suffered by Tenant as a result of such withholding.

Standards for Consent. If Tenant agrees that desires the consent of Landlord to --------------------- a Transfer, Tenant shall submit to Landlord, at least 20 days prior to the proposed effective date of the Transfer, a written notice which includes such information as Landlord may refuse reasonably require about the proposed Transfer and the transferee. If Landlord does not exercise its recapture right pursuant to Section 14C, Landlord shall not unreasonably withhold its consent to any assignment or sublease. Landlord shall not be deemed to have unreasonably withheld its consent if, in the proposed transfer on any reasonable grounds, and judgment of Landlord: (i) the transferee is of a character or engaged in a business which is not in keeping with the standards or criteria used by way Landlord in leasing the Building; (ii) the financial condition of example and without limitation) Tenant agrees the transferee is such that it shall is reasonably likely that it will not be reasonable for Landlord able to withhold perform its consent if any of the following situations exist or may exist: (a) the use to which the Premises will be put by the proposed transferee is different than the use set forth obligations in Paragraph G of the BLP; (b) the proposed transferee's financial condition is inadequate, in Landlord’s sole discretion, to support all of the financial and other obligations of Tenant under connection with this Lease; (ciii) the business reputation purpose for which the transferee intends to use the Premises or character portion thereof or the identity of the proposed transferee is not reasonably acceptable to Landlordin violation of the terms of this Lease or the lease of any other tenant in the Building; (div) the proposed transferee is not likely a tenant of or negotiating for space in the Building and Landlord has comparable space in the Building available to conduct on the Premises lease to such party; or (v) any other basis that Landlord reasonably deems appropriate. If Landlord consents to any Transfer (other than a business Transfer to an Affiliate), Tenant shall pay to Landlord one-half of a quality substantially equal to or greater than that conducted all rent and other consideration received by Tenant; (e) the nature Tenant in excess of the proposed transferee's proposed or likely use Rent paid by Tenant hereunder for the portion of the Premises would impose an increased burden on so transferred (after deducting therefrom the Common Areaamount of all reasonable brokerage commissions, advertising expenses, rent abatements, space planning fees, legal fees, cash allowances and tenant improvement costs actually paid or involve any increased risk of the presenceincurred by Tenant in connection with such Transfer). Such rent shall be paid as and when received by Tenant. In addition, use, release or discharge of Hazardous Materials, as defined in Article 30; (f) Landlord has not received assurances acceptable Tenant shall pay to Landlord any reasonable attorneys' fees and reasonable and customary expenses incurred by Landlord in connection with any proposed Transfer, whether or not Landlord consents to such Transfer (such legal fees shall not exceed $1,000 for a typical transaction using customary forms). If Landlord wrongfully withholds its sole discretion that all past due amounts owing from Tenant to Landlord, if any, will be paid and all other defaults on the part of Tenant, if any, will be cured prior to the effective date of the proposed Assignment; (g) in Landlord's reasonable business judgment the annual Percentage Rent Landlord anticipates receiving from the proposed transferee is less than the average Percentage Rent Landlord has received from Tenant during the two (2) years immediately prior to the proposed Assignment; and (h) in Landlord’s reasonable business judgment the Assignment would breach any covenant of Landlord respecting radius, location, use or exclusivity relating to the Shopping Center, or, in Landlord's sole discretion, conflict with, be incompatible with or have an adverse impact on the tenant mix of the Shopping Center. Landlord's consent to any one Assignment Transfer, Tenant's sole and exclusive remedy therefor shall not constitute be to seek specific performance of Landlord's obligation to consent to any other Assignmentsuch Transfer.

Standards for Consent. If Tenant agrees that desires the consent of Landlord to a Transfer, Tenant shall submit to Landlord, at least forty-five (45)days prior to the proposed effective date of the Transfer, a written notice which includes such information as Landlord may refuse require about the proposed Transfer and the transferee, together with a non-refundable processing fee in the amount of five hundred dollars ($500.00). If Landlord does not terminate this Lease, in whole or in part, pursuant to Section 16.C, Landlord shall not unreasonably withhold its consent to any assignment or sublease, which consent or lack thereof shall be provided within thirty (30)days after receipt of Tenant's notice. Landlord shall not be deemed to have unreasonably withheld its consent if, in the proposed transfer on any reasonable grounds, and judgment of Landlord: (i)the transferee is of a character or engaged in a business which is not in keeping with the standards or criteria used by way Landlord in leasing the Building; (ii)the financial condition of example and without limitation) Tenant agrees the transferee is such that it shall may not be reasonable for Landlord able to withhold perform its consent if any of the following situations exist or may exist: obligations in connection with this Lease; (a) the use to which the Premises will be put by the proposed iii)the transferee is different than a tenant of or negotiating for space in the use set forth in Paragraph G of the BLPBuilding; (b) the proposed transferee's financial condition iv)the transferee is inadequate, a governmental unit; (v)Tenant is in Landlord’s sole discretion, to support all of the financial and other obligations of Tenant Default under this Lease; (c) vi)in the business reputation judgment of Landlord, such a Transfer would violate any term, condition, covenant or character agreement of the proposed transferee is not Landlord involving the Building or any other tenant's lease within it; or (vii) any other basis which Landlord reasonably acceptable to Landlord; (d) the proposed transferee is not likely to conduct on the Premises a business of a quality substantially equal to or greater than that conducted by Tenant; (e) the nature of the proposed transferee's proposed or likely use of the Premises would impose an increased burden on the Common Area, or involve any increased risk of the presence, use, release or discharge of Hazardous Materials, as defined in Article 30; (f) deems appropriate. If Landlord has not received assurances acceptable to Landlord in wrongfully withholds its sole discretion that all past due amounts owing from Tenant to Landlord, if any, will be paid and all other defaults on the part of Tenant, if any, will be cured prior to the effective date of the proposed Assignment; (g) in Landlord's reasonable business judgment the annual Percentage Rent Landlord anticipates receiving from the proposed transferee is less than the average Percentage Rent Landlord has received from Tenant during the two (2) years immediately prior to the proposed Assignment; and (h) in Landlord’s reasonable business judgment the Assignment would breach any covenant of Landlord respecting radius, location, use or exclusivity relating to the Shopping Center, or, in Landlord's sole discretion, conflict with, be incompatible with or have an adverse impact on the tenant mix of the Shopping Center. Landlord's consent to any one Assignment Transfer, Tenant's sole and exclusive remedy therefor shall not constitute be to seek specific performance of Landlord's obligation to consent to any other Assignmentsuch Transfer.

Standards for Consent. Tenant agrees that If Landlord may refuse shall not unreasonably withhold its consent to the proposed transfer on any reasonable groundsAssignment, and Sublease or Subleases to a third party or parties (by way of example and without limitation) Tenant agrees "TRANSFEREES"); provided, however, that it Landlord's refusal to consent to any Assignment or Sublease shall be deemed reasonable for Landlord to withhold its consent if any of the following situations exist or may exist: if: (ai) the use to which the Premises will be put by the proposed transferee is different than the use set forth in Paragraph G of the BLP; (b) the proposed The transferee's financial condition is inadequate, in Landlord’s sole discretion, to support all of the financial and other obligations of Tenant under this Lease; (c) the business reputation or character of the proposed transferee is not reasonably acceptable to Landlord; (d) the proposed transferee is not likely to conduct on the Premises a business of a quality substantially equal to or greater than that conducted by Tenant; (e) the nature of the proposed transferee's proposed or likely use of the Premises would impose an increased burden on the Common Area, or involve any increased risk of the presence, use, release or discharge of Hazardous Materials, as defined in Article 30; (f) Landlord has not received assurances acceptable to Landlord in its sole discretion that all past due amounts owing from Tenant to Landlord, if any, will be paid and all other defaults on the part of Tenant, if any, will be cured prior to the effective date of the proposed Assignment; (g) in Landlord's reasonable business judgment the annual Percentage Rent Landlord anticipates receiving from the opinion, is not of reputable and good character; (ii) The proposed transferee is less than the average Percentage Rent Landlord has received from Tenant during the two (2) years immediately prior to the proposed Assignment; and (h) in Landlord’s reasonable business judgment the Assignment would breach any covenant of Landlord respecting radius, location, use or exclusivity relating to the Shopping Center, ortransferee, in Landlord's sole discretionreasonable judgment, conflict withis not an experienced, be proven and successful operator of businesses comparable to the type contemplated by this Lease; (iii) The purposes for which the transferee intends to use the Premises are, in Landlord's reasonable judgment, incompatible with the Hotel or have an adverse impact on the tenant mix business operations of other Tenants in the Hotel; (iv) In the reasonable judgment of the Shopping Center. Landlord's consent Landlord the purpose for which the subtenant or assignee intends to any one Assignment shall use the Premises is not constitute consent to in keeping with the standards of Landlord for the Hotel as a first class resort hotel facility, or is in violation of the terms of any other Assignment.lease in the Hotel, it being understood that the purpose for which any subtenant or assignee intends to use the Premises may not be in violation of this Lease; (v) The proposed transferee has been involved in bona fide negotiations with Landlord for space in the Hotel within the preceding twelve (12) months and Landlord has available other comparable space in the Hotel to offer to the prospective subtenant or assignee; (vi) The proposed subtenant or assignee is either an occupant of the Hotel (but only if Landlord can offer comparable space in the Hotel to such proposed assignee or sublessee) or a government (or subdivision or agency thereof); (vii) The proposed assignee or sublessee is, in the reasonable judgment of Landlord, insolvent or financially unable to meet the projected costs of the obligations to be assumed for the unexpired Term of this Lease; or the proposed assignee or sublessee has a net worth which is, in the reasonable opinion of Landlord, insufficient to enable it to operate a successful first class business of the type contemplated herein and to meet the projected costs of obligations to be assumed for the unexpired Term of this Lease;

Standards for Consent. Tenant agrees that Landlord Without limiting the other instances in which it may refuse its consent to the proposed transfer on any reasonable grounds, and (by way of example and without limitation) Tenant agrees that it shall be reasonable for the Landlord to withhold its consent if to a Transfer, and without derogating from the Landlord's right to terminate this Lease, as provided in paragraph 11.6, it will be fair and reasonable for the Landlord to withhold its consent or impose conditions to its consent in any of the following situations exist or may exist: instances: (a) if the Landlord determines that the financial condition of the proposed assignee, subtenant or occupant (collectively "Transferee") or any indemnifier of a Transferee is or may become insufficient to support all of the financial and other obligations of the Tenant under this Lease; (b) if the use to which the Premises will be put by the proposed transferee Transferee is different than inconsistent with the use set forth in Paragraph G terms of this Lease or will materially or adversely affect any legitimate interest of the BLP; (b) the proposed transferee's financial condition is inadequate, in Landlord’s sole discretion, to support all of the financial and other obligations of Tenant under this Lease; ; (c) if the business reputation or character of the proposed transferee Transferee or any of its affiliates is not reasonably acceptable to the Landlord; ; (d) if, at the proposed transferee is not likely to conduct on the Premises a business of a quality substantially equal to or greater than that conducted by Tenant; (e) the nature time of the proposed transferee's proposed Transfer, (i) the Tenant is in default (or likely use would be in default with the giving of notice by the Premises would impose an increased burden on Landlord and the Common Areaexpiration of any applicable cure period) under this Lease, or involve any increased risk of and (ii) the presence, use, release or discharge of Hazardous Materials, as defined in Article 30; (f) Landlord has not received assurances acceptable to Landlord the Landlord, in its sole discretion discretion, that all any past due amounts owing from the Tenant to Landlord, if any, the Landlord will be paid and all any other defaults on the part of Tenant, if any, the Tenant will be cured prior to the effective date effectiveness of the proposed AssignmentTransfer; (e) if the Transfer will result in a division of the Premises; (f) if the Transfer is not approved by any Mortgagee having the right to approve such Transfer; or (g) in Landlord's reasonable business judgment if the annual Percentage Rent Landlord anticipates receiving from the proposed transferee is less than the average Percentage Rent Landlord Tenant has not received from Tenant during the two (2) years immediately prior a bona fide, written offer to take an assignment or a sublease or has not supplied a copy of such offer to the proposed Assignment; and (h) in Landlord’s reasonable business judgment Landlord at the Assignment would breach any covenant time of Landlord respecting radius, location, use or exclusivity relating to the Shopping Center, or, in Landlord's sole discretion, conflict with, be incompatible with or have an adverse impact on the tenant mix of the Shopping Center. Landlord's requesting consent to any one Assignment shall not constitute consent to any other Assignmenta Transfer.

Standards for Consent. Tenant agrees that Upon receiving Tenant's Notice with all information required pursuant to Section 9.2 above, Landlord shall provide or withhold its consent as follows: Landlord may refuse its to consent to the proposed transfer on any commercially reasonable grounds, and but shall only consent if the proposed Transfer meets all the following conditions: (by way of example and without limitationA) Tenant agrees that it The Transfer shall be reasonable for Landlord on the same terms and conditions set forth in Tenant's Notice given to withhold its consent if Landlord; (B) No Transfer shall be valid, and no Transferee shall take possession of any of the following situations exist or may exist: (a) the use to which the Premises will be put by the proposed transferee is different than the use set forth in Paragraph G until an original of the BLP; (b) the proposed transferee's financial condition is inadequate, in Landlord’s sole discretion, to support all duly executed counterpart of the financial Transfer documentation (signed by authorized signatories of both Tenant and other obligations Transferee) has been delivered to Landlord; (C) No Transferee shall have the right to further assign or sublet except on the terms and conditions of Tenant under this Lease; Section 9; (cD) the business reputation or character Any proposed subletting will not result in more than two subleases of portions of the Building being in effect at any one time during the Term; (E) No proposed transferee is not reasonably acceptable to Landlord; (d) the proposed transferee is not likely to conduct on the Premises a business of a quality substantially equal to or greater than that conducted by Tenant; (e) the nature Transferee shall be an existing tenant of the Business Center nor have been negotiating with Landlord in the last six (6) months for space in the Business Center; (F) No Transferee shall be a governmental entity; (G) The portion of the Building to be sublet or assigned shall be regular in shape with appropriate means of ingress and egress; (H) The proposed transferee's proposed or likely use of the Premises by the Transferee shall be permitted by the use provisions of this Lease. (I) No proposed Transfer would impose an increased burden on result in more people working at or visiting the Common Area, or involve any increased risk Premises than permitted by ordinances (including the parking ordinances) of the presence, use, release City of Cypress; (J) The Transferee has the financial capability to fulfill the obligations imposed by the Transfer; (K) The proposed use of the Premises by the proposed Transferee does not violate an "exclusive" granted by Landlord to another tenant; (L) The Transferee is not a real estate developer or discharge landlord and/or is not acting directly or indirectly on behalf of Hazardous Materials, as defined a real estate developer or a landlord; (M) The Transferee has a reputation in Article 30; (f) Landlord has not received assurances acceptable the community for financial reliability and the bank or other financial references support in full the financial statements delivered to Landlord in its sole discretion that all past due amounts owing from Tenant to Landlord, if any, will be paid and all other defaults on the part of Tenant, if any, will be cured prior to the effective date behalf of the proposed Assignment; Transferee; (gN) in Landlord's reasonable business judgment the annual Percentage Rent Landlord anticipates receiving from the proposed The transferee is less than the average Percentage Rent Landlord has received from Tenant during the two (2) years immediately prior to the proposed Assignment; and (h) in Landlord’s reasonable business judgment the Assignment would breach any covenant of Landlord respecting radius, location, use or exclusivity relating to the Shopping Center, ordemonstrates, in Landlord's sole discretionbusiness judgment, conflict with, that it is able to perform the obligations on Transferee's part to be incompatible with or have an adverse impact on performed under the tenant mix of the Shopping Center. Landlord's consent to any one Assignment Lease; and (O) The Transferee shall not constitute consent have been involved in any civil, criminal or administrative litigation or proceedings with its prior landlord or landlords or is otherwise involved in any civil, criminal or administrative litigation or proceedings which is unsatisfactory in the reasonable opinion of Landlord. Tenant acknowledges that the foregoing conditions to any other Assignmenta requested Transfer are reasonable.

Standards for Consent. (a) If Tenant agrees that desires the consent of --------------------- Landlord to a Transfer, then Tenant shall submit to Landlord, at least thirty (30) days prior to the proposed effective date of the Transfer, a written notice which includes such information as Landlord may refuse reasonably require about the proposed Transfer and the transferee, including, without limitation, the terms of the proposed Transfer along with a schedule of all rent and other charges to be paid by the transferee pursuant to such Transfer (collectively, "Transfer Rent"). Landlord shall not unreasonably withhold its consent to any assignment or sublease, which consent or lack thereof shall be provided within thirty (30) days of receipt of Tenant's notice. Landlord shall not be deemed to have unreasonably withheld its consent if, in the proposed transfer on any reasonable grounds, and judgment of the Landlord: (i) the transferee is of a character or engaged in a business which is not in keeping with the standards or criteria used by way of example and without limitationLandlord in leasing the Building; (ii) the transferee is a governmental unit; (iii) Tenant agrees that it shall be reasonable for Landlord to withhold its consent if any of the following situations exist or may exist: (a) the use to which the Premises will be put by the proposed transferee is different than the use set forth in Paragraph G of the BLP; (b) the proposed transferee's financial condition is inadequate, in Landlord’s sole discretion, to support all of the financial and other obligations of Tenant Default under this Lease; and (civ) in the business reputation or character judgment of the proposed transferee is Landlord, such a Transfer would violate any term, condition, covenant, or agreement of the Landlord involving the Building. Tenant shall not reasonably acceptable to Landlord; (d) effect any Transfer if the proposed transferee is not likely to conduct transferee's use violates local zoning laws or ordinances, or if the transferee's use requires more parking than provided on the Premises. Tenant shall pay to Landlord any reasonable attorneys' or other fees and expenses incurred by Landlord in connection with any proposed Transfer, whether or not Landlord consents to such Transfer. (b) The parties further agree that in lieu of Landlord's giving its written consent to a sublease or assignment, where same is required, Landlord may elect to recapture the Premises a business of a quality substantially equal and release Tenant from this Lease, provided Tenant desires to or greater than that conducted by Tenant; (e) the nature of the proposed transferee's proposed or likely use sublease all of the Premises would impose or assign the Lease to a party other than an increased burden on entity described in Section 17.4 below. In the Common Areaevent that Landlord exercises its election to release Tenant from this Lease, or involve Tenant shall thereafter be released from any increased risk further obligation under this Lease and shall be deemed to have waived all rights for the payment of the presence, use, release or discharge any monies due as of Hazardous Materials, as defined in Article 30; (f) Landlord has not received assurances acceptable to Landlord in its sole discretion that all past due amounts owing from Tenant to Landlord, if any, will be paid and all other defaults on the part of Tenant, if any, will be cured prior to the effective date of the proposed Assignment; (g) in Landlord's reasonable business judgment the annual Percentage Rent Landlord anticipates receiving from the proposed transferee is less than the average Percentage Rent Landlord has received from Tenant during the two (2) years immediately prior to the proposed Assignment; and (h) in Landlord’s reasonable business judgment the Assignment would breach any covenant of Landlord respecting radius, location, use or exclusivity relating to the Shopping Center, or, in Landlord's sole discretion, conflict with, be incompatible with or have an adverse impact on the tenant mix of the Shopping Center. Landlord's consent to any one Assignment shall not constitute consent to any other Assignmentsuch release.

Standards for Consent. If Tenant agrees that desires the consent of Landlord may refuse to a Transfer, Tenant shall submit to Landlord, at least thirty days prior to the proposed effective date of the Transfer, a written notice with a description of all terms and conditions of the proposed Transfer, copies of the proposed documentation, and the following information about the proposed transferee: name and address; reasonably satisfactory information about its business and business history; its proposed use of the Premises; banking, financial, and other credit information; and general references sufficient to enable Landlord to determine the proposed transferee’s creditworthiness and character. If Landlord does not terminate this Lease, in whole or in part, pursuant to Section 14C, Landlord shall not unreasonably withhold its consent to the proposed transfer on any reasonable groundsassignment or sublease, and (by way shall notify Tenant of example and without limitation) Tenant agrees that it shall be reasonable for Landlord to withhold its consent if any of or refusal to consent thereto within fifteen days after the following situations exist or may exist: (a) the use date on which Tenant has furnished to which the Premises will be put by the proposed transferee is different than the use set forth in Paragraph G of the BLP; (b) the proposed transferee's financial condition is inadequate, in Landlord’s sole discretion, to support Landlord all of the financial and other obligations items required pursuant to this Section 14B. Landlord shall not be deemed to have unreasonably withheld its consent if, in the judgment of Landlord: (i) Tenant is in default under this Lease; (cii) the transferee is of a character or engaged in the conduct of business reputation which is not in keeping with the standards or character criteria used by Landlord in leasing the Building; (iii) the financial condition of the proposed transferee is such that it may not reasonably acceptable be able to Landlordperform its obligations in connection with this Lease; (div) the proposed transferee is not likely to conduct on the Premises a business of a quality substantially equal to or greater than that conducted by Tenant; (e) the nature of the proposed transferee's proposed or likely use of the Premises would impose an increased burden on or portion thereof is in violation of the Common Areaterms of this Lease or the lease of any other tenant in the Building, or involve will violate any increased risk applicable law, or will impose any additional obligation or burden upon Landlord or the systems or amenities of the presenceProperty, use, release or discharge increase Landlord’s obligations under or cost of Hazardous Materials, as defined in Article 30compliance with any laws; (fv) Landlord has not received assurances acceptable to Landlord in its sole discretion that all past due amounts owing from Tenant to Landlordthe transferee is a tenant, if any, will be paid and all subtenant or other defaults on the occupant of any part of the Property (or an affiliate thereof), or has dealt with Landlord or Landlord’s agent (directly or through a broker) with respect to space in the Property during the twelve (12) months immediately preceding Tenant’s request for Landlord’s consent, if anyor directly or indirectly, will be cured prior to the effective date controls, is controlled by or is under common control with a tenant, subtenant or other occupant or person or entity who is a tenant, subtenant or other occupant of the proposed AssignmentProperty (or an affiliate thereof); (gvi) in Landlord's reasonable business judgment the annual Percentage Rent Landlord anticipates receiving from the proposed transferee is less than a government (or subdivision or agency thereof); (vii) the average Percentage Rent transferee cannot accurately make the representation and warranty set forth in Section 25R hereof; or (viii) any other bases which Landlord has received from Tenant during the two (2) years immediately prior to the proposed Assignment; and (h) in Landlord’s reasonable business judgment the Assignment would breach any covenant of reasonably deems appropriate. If Landlord respecting radius, location, use or exclusivity relating to the Shopping Center, or, in Landlord's sole discretion, conflict with, be incompatible with or have an adverse impact on the tenant mix of the Shopping Center. Landlord's wrongfully withholds its consent to any one Assignment Transfer, Tenant’s sole and exclusive remedy therefor shall not constitute be to seek specific performance of Landlord’s obligation to consent to any other Assignmentsuch Transfer.

Standards for Consent. If Tenant agrees that desires the consent of Landlord to --------------------- a Transfer, Tenant shall submit to Landlord, at least forty-five (45) days prior to the proposed effective date of the Transfer, a written notice which includes such information as Landlord may refuse require about the proposed Transfer and the transferee. If Landlord does not terminate this Lease, in whole or in part, pursuant to Section 14(C), Landlord shall not unreasonably withhold its consent to any assignment or sublease. Landlord shall provide Tenant with notice of its grant or withholding of consent within thirty (30) days of receipt of Tenant's notice described in the proposed transfer on any reasonable groundsfirst sentence of this Section 14(B). Landlord shall not be deemed to have unreasonably withheld its consent if, and in the judgment of Landlord (without implied limitation): (i) the transferee is of a character or engaged in a business which is not in keeping with the standards or criteria used by way Landlord in leasing the Building; (ii) the financial condition of example and without limitation) Tenant agrees the transferee is such that it shall may not be reasonable for Landlord able to withhold perform its consent if any of the following situations exist or may exist: (a) the use to which the Premises will be put by the proposed transferee is different than the use set forth obligations in Paragraph G of the BLP; (b) the proposed transferee's financial condition is inadequate, in Landlord’s sole discretion, to support all of the financial and other obligations of Tenant under connection with this Lease; (ciii) the business reputation purpose for which the transferee intends to use the Premises or character portion thereof is in violation of the proposed terms of this Lease or the lease of any other tenant in the Building; (iv) the transferee is not reasonably acceptable to a current tenant of the Building or is a user who is then, or has at any time during the Term been, in negotiations with Landlord for space at the Property and such transferee's space needs could be accommodated by space available in the Building under a direct lease from Landlord; (dv) the proposed transferee is not likely rent to conduct on be charged the Premises a business of a quality substantially equal to or greater than that conducted by Tenant; (e) the nature of the proposed transferee's proposed or likely use of the Premises would impose an increased burden on the Common Area, or involve any increased risk of the presence, use, release or discharge of Hazardous Materials, as defined in Article 30; (f) Landlord has not received assurances acceptable to Landlord in its sole discretion that all past due amounts owing from Tenant to Landlord, if any, will be paid and all other defaults on the part of Tenant, if any, will be cured prior to the effective date of the proposed Assignment; (g) in Landlord's reasonable business judgment the annual Percentage Rent Landlord anticipates receiving from the proposed transferee is less than the average Percentage Rent then fair market rental value of space in the Building (which fair market rental value shall be deemed to be the rent set forth in the most current lease by Landlord has received from Tenant during of space in the two Building); or (2vi) years immediately prior consent to the proposed Assignment; Transfer would violate the terms and (h) in Landlord’s reasonable business judgment the Assignment would breach any covenant provisions of a mortgage. If Landlord respecting radius, location, use or exclusivity relating to the Shopping Center, or, in Landlord's sole discretion, conflict with, be incompatible with or have an adverse impact on the tenant mix of the Shopping Center. Landlord's wrongfully withholds its consent to any one Assignment Transfer, Tenant's sole and exclusive remedy therefor shall not constitute be to seek specific performance of Landlord's obligation to consent to such Transfer. If Landlord consents to any Transfer, Tenant shall pay to Landlord one hundred percent (100%) of all rent and other Assignmentconsideration received by Tenant in excess of the Rent paid by Tenant hereunder for the portion of the Premises so transferred(after first deducting therefrom all reasonable costs incurred by Tenant in connection therewith, including, without limitation, reasonable legal, brokerage, space planning, and construction costs in connection therewith, proviaed, however, that at Landlord's option, Landlord shall have the right to require Tenant to deduct such costs by amortizing such costs on a straight-line basis over the remaining Term of the Lease (and including any Renewal Term, if so exercised) in equal monthly amounts). Such rent shall be paid as and when received by Tenant. In addition, Tenant shall pay to Landlord any attorneys' fees and expenses incurred by Landlord in connection with any proposed Transfer, whether or not Landlord consents to such Transfer.