Common use of Standard for Consent Clause in Contracts

Standard 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 Section 1.14; (b) the proposed transferee's financial condition is inadequate 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 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 Section 27.29; (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 Rental Landlord anticipates receiving from the proposed transferee is less than the average annual Percentage Rental 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. Any purported Assignment without Landlord's prior written consent shall be void and of no force or effect and shall not confer any estate or benefit on anyone. Further, any such purported Assignment shall constitute an event of default by Tenant which shall not be susceptible to cure or rectification pursuant to Section 19.4 hereof. A consent to one (1) Assignment by Landlord shall not be deemed to be a consent to any subsequent Assignment to any other party.

Standard for Consent. Tenant agrees that Landlord may refuse its shall, within thirty (30) days of receipt of such Notice and all information requested by Landlord concerning the proposed assignee or sublessee, elect to take one of the following actions: (a) consent to the such proposed transfer assignment or sublease; (b) refuse to consent to such proposed assignment or sublease, which refusal shall be on any reasonable grounds; or (c) if Tenant proposes to sublease all or part of the Premises for the entire remaining Term, Landlord may, at its option exercised by thirty (30) days Notice to Tenant, elect to recapture such portion of the Premises as Tenant proposes to sublease and as of the thirtieth (30th) day after Landlord so notifies Tenant of its election to recapture, this Lease shall terminate as to the portion of the Premises recaptured and the Monthly Rent payable under this Lease shall be reduced in the same proportion that the floor area of that portion of the Premises so recaptured bears to the floor area of the Premises prior to such recapture. Tenant agrees, by way of example and without limitation) Tenant agrees , that it shall not be reasonable unreasonable for Landlord to withhold its consent to a proposed assignment or subletting if any of the following situations exist or may exist: : (ai) Landlord determines that the proposed assignee's or sublessee's use to which of the Premises will be put conflicts with Article V or Article VI, presents an unacceptable risk, as determined by the proposed transferee is different than the use set forth in Section 1.14; (b) the proposed transferee's financial condition is inadequate to support all of the financial and Landlord, under Article VI, or conflicts with any other obligations of Tenant provision under this Lease; ; (cii) Landlord determines that the proposed assignee or sublessee is not as financially responsible as Tenant as of the date of Tenant's request for consent or as of the effective date of such assignment or subletting; (iii) Landlord determines that the proposed assignee or sublessee lacks sufficient business reputation or character of the proposed transferee is not reasonably acceptable to Landlord; (d) the proposed transferee is not likely experience to conduct on the Premises a business of a type and quality substantially equal to that conducted by Tenant; : (eiv) the nature of Landlord determines that the proposed transferee's proposed assignment or likely use of subletting would breach a covenant, condition or restriction in some other lease, financing agreement or other agreement relating to the Project, the Building, the Premises would impose an increased burden on or this Lease; or (v) An Event of Default has occurred and is continuing at the Common Areatime of Tenant's request for Landlord's consent, or involve any increased risk as of the presence, use, release or discharge of Hazardous Materials, as defined in Section 27.29; (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 Rental Landlord anticipates receiving from the proposed transferee is less than the average annual Percentage Rental Landlord such assignment or subletting. Tenant acknowledges that if Tenant has received from any exterior sign rights under this Lease, such rights are personal to Tenant during the two (2) years immediately prior and may not be assigned or transferred to the proposed Assignment; and (h) in Landlord's reasonable business judgment the Assignment would breach any covenant assignee of Landlord respecting radius, location, use this Lease 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 sublessee of the Shopping Center. Any purported Assignment Premises without Landlord's prior written consent, which consent shall may be void withheld in Landlord's sole and of no force or effect and shall not confer any estate or benefit on anyone. Further, any such purported Assignment shall constitute an event of default by Tenant which shall not be susceptible to cure or rectification pursuant to Section 19.4 hereof. A consent to one (1) Assignment by Landlord shall not be deemed to be a consent to any subsequent Assignment to any other partyabsolute discretion.

Standard 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 Section 1.141.10; (b) the proposed transferee's ’s financial condition is inadequate 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 that conducted by Tenant; (e) the nature of the proposed transferee's ’s proposed or likely use of the Premises would impose an increased burden on the Common Area, or involve any increased increase the risk of the presence, use, release or discharge of Hazardous Materials, as defined in Section 27.29; (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 Defaults on the part of Tenant, if any, will be cured prior to the effective date of the proposed Assignment; (g) in Landlord's ’s reasonable business judgment the amount of annual Percentage Rental Gross Sales Landlord anticipates receiving from will be generated by the proposed transferee is less than the average annual Percentage Rental Landlord Gross Sales Tenant has received from Tenant generated during the two (2) years immediately prior to the proposed Assignment; and (h) in Landlord's ’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 ’s sole discretion, conflict with, be incompatible with or have an adverse impact on the tenant mix of the Shopping Center. Any purported Assignment without Landlord's prior written consent shall be void and Each of no force or effect and shall not confer any estate or benefit on anyone. Further, any such purported Assignment shall constitute an event the rights of default by Tenant which shall not be susceptible to cure or rectification pursuant to Landlord set forth in this Article 10 is a reasonable restriction for purposes of California Civil Code Section 19.4 hereof. A consent to one (1) Assignment by Landlord shall not be deemed to be a consent to any subsequent Assignment to any other party1951.4.

Standard 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 proposed assignee or sublessee (the "Transferee") proposes to change the use to which of the Premises will be put by from the permitted use specified in Section 1.12 above, or (b) in Landlord's reasonable opinion, the proposed transferee assignee or sublessee is different than inconsistent with the tenant mix in the Project at the time of the request for Landlord's consent (excepting the use set forth specified in Section 1.141.12 above); (bc) the proposed transferee's financial condition condition, net worth or liquidity is less than the financial condition, net worth or liquidity of Tenant as of the Effective Date or the date of the request for transfer, whichever is greater, or is inadequate to support all of the financial and other obligations of Tenant under this Lease; (cd) the business reputation or character of the proposed transferee is not reasonably acceptable to Landlord; or (de) the proposed transferee is not likely to conduct on the Premises a business of a quality substantially equal to that conducted by Tenant; or (ef) in the nature event Landlord is a real estate investment trust, and Landlord in good faith determines that its status as a real estate investment trust under the provisions of the Internal Revenue Code of 1986, as heretofore or hereafter amended, will be jeopardized as a result of the proposed transferee's transfer. Notwithstanding anything to the contrary in this Lease, if Tenant or any proposed Transferee claims that Landlord has unreasonably withheld or likely use delayed its consent under this Section or otherwise has breached or acted unreasonably under this Section, their sole remedies shall be a declaratory judgment and an injunction for the relief sought, and Tenant hereby waives the provisions of the Premises would impose an increased burden on the Common Areaany statute, law, or involve other remedies, including, without limitation, any increased risk of the presenceright at law or equity to terminate this Lease, useon its own behalf and, release or discharge of Hazardous Materials, as defined in Section 27.29; (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 extent permitted under all applicable laws, on behalf of the proposed Assignment; (g) in Landlord's reasonable business judgment the annual Percentage Rental Landlord anticipates receiving from the proposed transferee is less than the average annual Percentage Rental 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. Any purported Assignment without Landlord's prior written consent shall be void and of no force or effect and shall not confer any estate or benefit on anyone. Further, any such purported Assignment shall constitute an event of default by Tenant which shall not be susceptible to cure or rectification pursuant to Section 19.4 hereof. A consent to one (1) Assignment by Landlord shall not be deemed to be a consent to any subsequent Assignment to any other partyTransferee.

Standard for Consent. If Tenant agrees that Landlord may refuse its consent desires at any time to assign this Lease or to sublease the proposed transfer on Premises, or any reasonable groundsportion thereof, and (by way of example and without limitation) Tenant agrees that it shall be reasonable for first notify Landlord of its desire to withhold its consent if any of the following situations exist or may existdo so and shall submit in writing to Landlord: (a) the use to which the Premises will be put by name of the proposed transferee is different than subtenant or assignee and the use set forth in Section 1.14proposed guarantors of such subtenant's or assignee's obligations; (b) the proposed transferee's financial condition is inadequate 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 that conducted by Tenant; (e) the nature of the proposed transfereesubtenant's or assignee's business to be carried on in the Premises; (c) the terms and provisions of the proposed sale, transfer or likely sublease of Tenant's business and leasehold interest, including the price, rent and terms of payment; and (d) any other information required by Landlord. Landlord shall not unreasonably withhold its consent provided: (i) the use of the Premises would impose an increased burden on remains the Common Areasame as provided in this Lease (unless Landlord, or involve any increased risk for reasonable cause, decides that the use and/or the location of the presence, use, release use is incompatible with Landlord's present or discharge future plans for operation of Hazardous Materials, as defined in Section 27.29the Property); (fii) Landlord has not received assurances acceptable the proposed subtenant or assignee and their respective guarantors demonstrate that it is financially responsible by submission to Landlord in its sole discretion that all past due amounts owing from Tenant to Landlordof such reasonable information as Landlord may request concerning the proposed subtenant or assignee, if anyincluding, will be paid and all other defaults on the part of Tenantbut not limited to, if any, will be cured prior to the effective date a balance sheet of the proposed Assignmentsubtenant or assignee as of a date within ninety (90) days of the request for Landlord's consent, and statements of income or profit and loss of the proposed subtenant or assignee and guarantor for the two-year period preceding the request for Landlord's consent; (giii) the proposed subtenant or assignee demonstrates a record of successful experience in operating the same type of business by submission to Landlord of such reasonable information as Landlord may request concerning the proposed subtenant or assignee, including, but not limited to, a written statement in reasonable detail as to the business experience of the proposed subtenant or assignee during the five (5) years preceding the request for Landlord's reasonable business judgment the annual Percentage Rental Landlord anticipates receiving from the proposed transferee is less than the average annual Percentage Rental Landlord has received from Tenant during the two (2) years immediately prior to the proposed Assignmentconsent; and (hiv) in the proposed subtenant or assignee has a reputation for honesty and is of good moral character. No subletting or assignment, even with the consent of Landlord's reasonable business judgment , shall relieve Tenant of its obligation to pay the Assignment would breach any covenant of Landlord respecting radius, location, use or exclusivity relating rent and to the Shopping Center, or, in Landlord's sole discretion, conflict with, be incompatible with or have an adverse impact on the tenant mix perform all of the Shopping Center. Any purported Assignment without Landlord's prior written consent shall other obligations to be void and of no force or effect and shall not confer any estate or benefit on anyone. Further, any such purported Assignment shall constitute an event of default performed by Tenant which shall not be susceptible to cure or rectification pursuant to Section 19.4 hereof. A consent to one (1) Assignment by Landlord shall not be deemed to be a consent to any subsequent Assignment to any other partyhereunder.

Standard for Consent. Tenant agrees that Landlord may refuse its consent to the proposed transfer on any reasonable groundsagrees, and (by way of example and without limitation) Tenant agrees , that it shall not be reasonable unreasonable for Landlord to withhold its consent to a proposed assignment or subletting if any of the following situations exist exists or may exist: : (a) Landlord determines that the proposed assignee's or sublessee's use to which of the Premises will be put conflicts with Article 5 or Article 6, presents an unacceptable risk, as determined by Landlord, under Article 6 (and Landlord may require such assignee or sublessee to complete the proposed transferee is different than environmental questionnaire in the use set forth manner described in Section 1.14; 14.3 prior to making such determined), or conflicts with any other provision under this Lease; (b) Landlord determines that the proposed transferee's assignee or sublessee lacks sufficient financial condition is inadequate strength to support all adequately assure Landlord of such parties' ability to fully perform its obligations to landlord or under the financial and other obligations of Tenant under this Lease; proposed sublease or assignment; (c) the business reputation or character of Landlord determines that the proposed transferee is not reasonably acceptable to Landlord; (d) the proposed transferee is not likely assignee or sublessee lacks sufficient business experience to conduct on the Premises a business of a type and quality substantially equal to that conducted by Tenant; ; (ed) the nature of Landlord determines that the proposed transferee's proposed assignment or likely use of subletting would breach a covenant, condition or restriction in some other lease, financing agreement or other agreement related to the Project, the Building, the Premises would impose an increased burden on the Common Areaor this Lease, or involve any increased risk of the presenceincluding, usewithout limitation, release or discharge of Hazardous Materials, as defined in Section 27.29; (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 Rental Landlord anticipates receiving from the proposed transferee is less than the average annual Percentage Rental 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 covenants respecting radius, location, use and/or exclusivity; (e) Landlord determines that the proposed assignee or exclusivity relating sublessee: (i) has been required by any prior landlord, lender or governmental authority to take remedial action in connection with Hazardous Materials contamination of a property if such contamination resulted from the proposed assignee's or sublessee's actions or use of the property in question; or (ii) is subject to any enforcement order issued by any governmental authority in connection with the use, disposal or storage of Hazardous Materials; (f) An Event of Default has occurred and is continuing at the time of Tenant's request for Landlord's consent, or as of the effective date of such assignment or subletting; or (g) The proposed assignee requires any change or changes to the Shopping Center, or, in Landlord's sole discretion, conflict with, be incompatible with or have an adverse impact on the tenant mix provisions of the Shopping Center. Any purported Assignment without Landlord's prior written consent shall be void and of no force or effect and shall not confer any estate or benefit on anyone. Further, any such purported Assignment shall constitute an event of default by Tenant which shall not be susceptible to cure or rectification pursuant to Section 19.4 hereof. A consent to one (1) Assignment by Landlord shall not be deemed to be a consent to any subsequent Assignment to any other partythis Lease.

Standard for Consent. If Tenant agrees that desires at any time to assign this Lease or to sublet the Premises or any portion thereof, it shall notify Landlord may refuse of its consent desire to do so at least thirty (30) days prior to the proposed transfer on any reasonable grounds, time it would like to make the assignment or sublease and (by way of example and without limitation) Tenant agrees that it shall be reasonable for Landlord submit. in writing to withhold its consent if any of the following situations exist or may existLandlord: (ai) the use to which the Premises will be put by the proposed transferee is different than the use set forth in Section 1.14; (b) the proposed transferee's financial condition is inadequate to support all of the financial and other obligations of Tenant under this Lease; (c) the business reputation or character name of the proposed transferee is not reasonably acceptable to Landlordsubtenant or assignee; (d) the proposed transferee is not likely to conduct on the Premises a business of a quality substantially equal to that conducted by Tenant; (eii) the nature of the proposed transfereesubtenant's proposed or likely use of assignee's business to be carried on in 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 Section 27.29Premises; (fiii) 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 the terms and all other defaults on the part of Tenant, if any, will be cured prior to the effective date provisions of the proposed Assignmentsale, transfer or sublease of Tenant's business and leasehold interest, including the price, rent and terms of payment; (giv) in any other information reasonably required by Landlord's reasonable business judgment the annual Percentage Rental Landlord anticipates receiving from the proposed transferee is less than the average annual Percentage Rental Landlord has received from Tenant during the two (2) years immediately prior to the proposed Assignment; and (hv) in Landlord's reasonable business judgment the Assignment would breach any covenant an application fee 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 CenterTwo Hundred Dollars ($200). Any purported Assignment without Landlord's prior written consent shall be void and of no force or effect and shall not confer any estate or benefit on anyone. Further, any such purported Assignment shall constitute an event of default by Tenant which shall not be susceptible to cure or rectification pursuant to Section 19.4 hereof. A consent to one (1) Assignment by Landlord shall not be deemed unreasonably withhold its consent provided: (i) the use of" the Premises remains the same as set forth in Paragraph 5.A hereof (unless Landlord, for reasonable cause, determines that the use and/or the location of the use is incompatible with Landlord's present or future plans for the operation of the Property); (ii) Basic Rent is adjusted to be the greater of market, rent or present Basic Rent as adjusted pursuant to Paragraph 4.B hereof; (iii) the proposed subtenant or assignee demonstrates that it is financially responsible by submission to Landlord of such reasonable information as Landlord may request concerning the proposed subtenant or assignee, including, but not limited to, a balance sheet of the proposed subtenant or assignee as of a date within ninety (90) days of the request for Landlord's consent and statements of income or profit and loss of the proposed subtenant or assignee for the two-year period preceding the request for Landlord's consent; (iv) the proposed subtenant or assignee demonstrates a record of successful experience in operating the same type of business by submission to any subsequent Assignment Landlord of such reasonable information as Landlord may request concerning the proposed subtenant or assignee, including, but not limited to, a written statement in reasonable detail as to any other partythe business and retail merchandising experience of the proposed subtenant or assignee during the five (S) years preceding the request for Landlord's consent; and (v) the proposed subtenant or assignee has a reputation for honesty and is of good moral character.

Standard for Consent. Tenant agrees that Landlord may refuse its shall, within thirty (30) days of receipt of such Notice and all information requested by Landlord concerning the proposed assignee or sublessee, elect to take one of the following actions: (a) consent to the such proposed transfer assignment or sublease; (b) refuse to consent to such proposed assignment or sublease, which refusal shall be on any reasonable grounds; or (c) if Tenant proposes to sublease all or part of the Premises for the entire remaining Term, Landlord may, at its option exercised by thirty (30) days Notice to Tenant, elect to recapture such portion of the Premises as Tenant proposes to sublease and as of the thirtieth (30th) day after Landlord so notifies Tenant of its election to recapture, this Lease shall terminate as to the portion of the Premises recaptured and the Monthly Rent payable under this Lease shall be reduced in the same proportion that the floor area of that portion of the Premises so recaptured bears to the floor area of the Premises prior to such recapture. Tenant agrees, by way of example and without limitation) Tenant agrees , that it shall not be reasonable unreasonable for Landlord to withhold its consent to a proposed assignment or subletting if any of the following situations exist or may exist: : (ai) Landlord determines that the proposed assignee's or sublessee's use to which of the Premises conflicts with Article V or Article VI, presents an unacceptable risk, as determined by Landlord, under Article VI, will be put by overburden the proposed transferee is different than the use set forth in Section 1.14; (b) the proposed transferee's financial condition is inadequate to support all services and common area facilities of the financial and Project, or conflicts with any other obligations of Tenant provision under this Lease; ; (cii) Landlord determines that the proposed assignee or sublessee is not as financially responsible as Tenant as of the date of Tenant's request for consent or as of the effective date of such assignment or subletting; (iii) Landlord determines that the proposed assignee or sublessee lacks sufficient business reputation or character of the proposed transferee is not reasonably acceptable to Landlord; (d) the proposed transferee is not likely experience to conduct on the Premises a business of a type and quality substantially equal to that conducted by Tenant; ; (eiv) the nature of Landlord determines that the proposed transferee's proposed assignment or likely use of subletting would breach a covenant, condition or restriction in some other lease, financing agreement or other agreement relating to the Project, the Building, the Premises would impose an increased burden on or this Lease; or (v) An Event of Default has occurred and is continuing at the Common Areatime of Tenant's request for Landlord's consent, or involve any increased risk as of the presence, use, release or discharge of Hazardous Materials, as defined in Section 27.29; (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 Rental Landlord anticipates receiving from the proposed transferee is less than the average annual Percentage Rental Landlord such assignment or subletting. Tenant acknowledges that if Tenant has received from any exterior sign rights under this Lease, such rights are personal to Tenant during the two (2) years immediately prior and may not be assigned or transferred to the proposed Assignment; and (h) in Landlord's reasonable business judgment the Assignment would breach any covenant assignee of Landlord respecting radius, location, use this Lease 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 sublessee of the Shopping Center. Any purported Assignment Premises without Landlord's prior written consent, which consent shall may be void withheld in Landlord's sole and of no force or effect and shall not confer any estate or benefit on anyone. Further, any such purported Assignment shall constitute an event of default by Tenant which shall not be susceptible to cure or rectification pursuant to Section 19.4 hereof. A consent to one (1) Assignment by Landlord shall not be deemed to be a consent to any subsequent Assignment to any other partyabsolute discretion.

Standard for Consent. Tenant agrees that Landlord may refuse its shall, within thirty (30) days of receipt of such Notice and all information requested by Landlord concerning the proposed assignee or sublessee, elect to take on of the following actions: (a) consent to the such proposed transfer assignment or sublease; (b) refuse to consent to such proposed assignment or sublease, which refusal shall be on any reasonable grounds; or (c) If Tenant proposes to sublease all or part of the Premises for the entire remaining Term, Landlord may, at its option exercised by thirty (30) days Notice to Tenant, elect to recapture such portion of the Premises as Tenant proposes to sublease and as of the thirtieth (30th) day after Landlord so notifies Tenant of its election to recapture, this Lease shall terminate as to the portion of the Premises recaptured and the Monthly Rent payable under this Lease shall be reduced in the same proportion that the floor area of that portion of the Premises so recaptured bears to the Building Square Footage prior to such recapture. Tenant agrees, by way of example exempt and without limitation) Tenant agrees , that it shall not be reasonable unreasonable for Landlord to withhold its consent to a proposed assignment or subletting if any of the following situations exist or may exist: : (ai) the use to which the Premises will be put by Landlord determines that the proposed transferee is different than the use set forth in Section 1.14; (b) the proposed transfereeassignee's financial condition is inadequate 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 that conducted by Tenant; (e) the nature of the proposed transfereesublesses's proposed or likely use of the Premises would impose conflicts with Article V or Article VI, presents an increased burden on unacceptable risk, as determined by Landlord, under Article VI (and Landlord may require such assignee or sublessee to complete the Common AreaEnvironmental Questionnaire in the manner described in Section 6.5 prior to making such determination), or involve conflicts with any increased risk other provision under this Lease; (ii) Landlord determines that the proposed assignee or sublessee is not as financially responsible as Tenant as of the presence, use, release or discharge of Hazardous Materials, as defined in Section 27.29; (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 date of Tenant, if any, will be cured prior to 's request for consent or as of the effective date of the proposed Assignment; (g) in Landlord's reasonable business judgment the annual Percentage Rental Landlord anticipates receiving from the proposed transferee is less than the average annual Percentage Rental 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 such assignment 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. Any purported Assignment without Landlord's prior written consent shall be void and of no force or effect and shall not confer any estate or benefit on anyone. Further, any such purported Assignment shall constitute an event of default by Tenant which shall not be susceptible to cure or rectification pursuant to Section 19.4 hereof. A consent to one (1) Assignment by Landlord shall not be deemed to be a consent to any subsequent Assignment to any other party.subletting;

Standard for Consent. Tenant agrees that Landlord may refuse its shall, within thirty (30) days of receipt of such Notice and all information requested by Landlord concerning the proposed assignee or sublessee, elect to take one of the following actions: (a) consent to the such proposed transfer assignment or sublease; (b) refuse to consent to such proposed assignment or sublease, which refusal shall be on any reasonable grounds; or (c) if Tenant proposes to sublease all or part of the Premises for the entire remaining Term, Landlord may, at its option exercised by thirty (30) days Notice to Tenant, elect to recapture such portion of the Premises as Tenant proposes to sublease and as of the thirtieth (30th) day after Landlord so notifies Tenant of its election to recapture, this Lease shall terminate as to the portion of the Premises recaptured and the Monthly Rent payable under this Lease shall be reduced in the same proportion that the floor area of that portion of the Premises so recaptured bears to the floor area of the Premises prior to such recapture. Tenant agrees, by way of example and without limitation) Tenant agrees , that it shall not be reasonable unreasonable for Landlord to withhold its consent to a proposed assignment or subletting if any of the following situations exist or may exist: : (ai) Landlord determines that the proposed assignee's or sublessee's use to which of the Premises will be put conflicts with Article V or Article VI, presents an unacceptable risk, as determined by Landlord, under Article VI (and Landlord may require such assignee or sublessee to complete the proposed transferee is different than Environmental Questionnaire in the use set forth manner described in Section 1.14; (b) the proposed transferee's financial condition is inadequate 6.5 prior to support all of the financial and making such determination), or conflicts with any other obligations of Tenant provision under this Lease; ; (cii) Landlord determines that the proposed assignee or sublessee is not as financially responsible as Tenant as of the date of Tenant's request for consent or as of the effective date of such assignment or subletting; (iii) Landlord determines that the proposed assignee or sublessee lacks sufficient business reputation or character of the proposed transferee is not reasonably acceptable to Landlord; (d) the proposed transferee is not likely experience to conduct on the Premises a business of a type and quality substantially equal to that conducted by Tenant; ; (eiv) the nature of Landlord determines that the proposed transfereeassignment or subletting would breach a covenant, condition or restriction in some other lease, financing agreement or other agreement relating to the Project, the Building, the Premises or this Lease; (v) Landlord determines that the proposed assignee or sublessee (a) has been required by any prior Landlord, lender or governmental authority to take remedial action in connection with Hazardous Materials contaminating a property if such contamination resulted from the proposed assignee's proposed or likely sublessee's actions or use of the Premises would impose an increased burden on the Common Areaproperty in questions, or involve (b) is subject to any increased risk of enforcement order issued by an governmental authority in connection with the presence, use, release disposal or discharge storage of a Hazardous Materials, as defined in Section 27.29Material; or (fvi) Landlord An Event of Default 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 occurred and all other defaults on is continuing at the part time of Tenant's request for Landlord's consent, if any, will be cured prior to or as of the effective date of the proposed Assignment; (g) in Landlord's reasonable business judgment the annual Percentage Rental Landlord anticipates receiving from the proposed transferee is less than the average annual Percentage Rental Landlord such assignment or subletting. Tenant acknowledges that if Tenant has received from any exterior sign rights under this Lease, such rights are personal to Tenant during the two (2) years immediately prior and may not be assigned or transferred to the proposed Assignment; and (h) in Landlord's reasonable business judgment the Assignment would breach any covenant assignee of Landlord respecting radius, location, use this Lease 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 sublessee of the Shopping Center. Any purported Assignment Premises without Landlord's prior written consent, which consent shall may be void withheld in Landlord's sole and of no force or effect and shall not confer any estate or benefit on anyone. Further, any such purported Assignment shall constitute an event of default by Tenant which shall not be susceptible to cure or rectification pursuant to Section 19.4 hereof. A consent to one (1) Assignment by Landlord shall not be deemed to be a consent to any subsequent Assignment to any other partyabsolute discretion.