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. 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 xxxxx 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 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 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 proposed Assignment; (g) in Landlord's reasonable business judgment the annual Percentage Rent Transfer, a written notice which includes such information as Landlord anticipates receiving from may reasonably require about the proposed transferee is less than Transfer and the average Percentage Rent transferee. 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 radiusshall not unreasonably withhold, location, use condition 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 delay its consent to any one Assignment assignment or sublease. Landlord shall not constitute be deemed to have unreasonably withheld its consent if, in the reasonable judgment of Landlord: (i) the tenancy or occupancy of the transferee may result in an adverse affect on the Class A image or reputation of the Complex; (ii) the financial condition of the transferee is such that it may not be able to perform its obligations in connection with the assignment or sublease; (iii) the purpose for which the transferee intends to use the Premises or portion thereof or the identity of the transferee is in violation of the terms of this Lease or the lease of any other tenant in the Complex; (iv) the transferee is a tenant of the Complex and Landlord has suitable space in the Complex available to lease to such party; or (v) any other reasonable basis. 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 deducting therefrom the amount of all reasonable and ordinary costs incurred in connection with the Transfer, to include but not be limited to, brokerage commissions, marketing expenses, free rent, cash allowances and tenant improvement costs actually paid by Tenant in connection with such Transfer). 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 (not to exceed $2,000 for a routine transaction using Landlord’s prescribed forms).

Standards for Consent. If Tenant agrees that desires the consent of Landlord to a Transfer, Tenant shall submit to Landlord, at least sixty (60) 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 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 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 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 tenant of the proposed transferee's proposed Building; or likely use (v) any other bases which Landlord reasonably deems appropriate, including an assignment or sublease at less than the fair market rate for that would otherwise be charged for the premises. If Landlord wrongfully withholds its consent to any Transfer, Tenant’s sole and exclusive remedy therefor, shall 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 consideration received by Tenant in excess of the Rent paid by Tenant hereunder for the portion of the Premises would impose an increased burden on the Common Areaso transferred. Such rent shall be paid as and when received by Tenant. In addition, 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 Tenant shall pay to Landlord any attorneys’ fees and expenses incurred by Landlord in its sole discretion that all past due amounts owing from Tenant connection with any proposed Transfer, whether or not Landlord consents 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 Transfer.

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 reasonably require about the proposed Transfer and the transferee. Landlord shall not unreasonably withhold its consent to any proposed Transfers. 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 Leased 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 tenant of the Building; (v) the transferee is a business competitor of Landlord or any affiliate of Landlord; or (dvi) any other basis which Landlord reasonably deems appropriate. If Landlord wrongfully withholds its consent to any Transfer, Tenant's sole and exclusive remedy therefor shall be to seek specific performance of Landlord's obligation to consent to such Transfer. With respect to sub-section (iii) above, Landlord shall notify Tenant, upon Tenant's written request, whether the transfer of Tenant's interest under this Lease to any proposed transferee is not likely to conduct on Transferee, would violate the Premises a business of a quality substantially equal to or greater than that conducted by Tenant; (e) the nature terms of the proposed lease of any other tenant in the Building; provided that, Landlord has received a reasonable amount of information relating to such transferee's proposed or likely intended 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 AssignmentLeased Premises.

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.

Standards for Consent. If Tenant agrees that desires the consent of Landlord to a --------------------- Transfer, Tenant shall submit to Landlord, at least 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 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 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 a tenant of the Building (unless Landlord does not reasonably acceptable then itself have suitable space available for leasing 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 (v) any other bases which Landlord reasonably deems appropriate. If Landlord consents to any Transfer, Tenant shall pay to Landlord one-half of all rent and other consideration received by Tenant in excess of the Rent paid by Tenant to Landlord hereunder for the portion of the Premises would impose an increased burden on the Common Areaso transferred. Such rent shall be paid as and when received by Tenant. In addition, 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 Tenant shall pay to Landlord any reasonable attorneys' fees and expenses incurred by Landlord in connection with any proposed Transfer, whether or not Landlord consents to such Transfer (which shall not exceed $500, provided the Transfer is a typical sublease or assignment transaction). 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 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 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 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.