Common use of Consent Required Clause in Contracts

Consent Required. Except as provided in Section 13.2 below and Tenant financing pursuant to Article 20 below, Tenant shall not sell, encumber, assign or transfer this Lease or any interest herein, nor sublet all or any part of the Premises without the prior written consent of Landlord which shall not be unreasonably withheld, conditioned or delayed so long as such proposed assignee or subtenant is a capable operator of a restaurant facility and has a financial condition and creditworthiness sufficient to meet the financial obligations of Tenant under this Lease. With respect to an assignment or subletting for which Landlord's consent is required the following provisions shall apply: (i) there shall be submitted to Landlord current financial information and information regarding the business reputation and experience regarding the proposed assignee/sublessee (ii) the business reputation and experience of the proposed assignee or sublessee (or the principals or owners thereof) shall meet or exceed generally acceptable commercial standards for like properties; (iii) in the case of an assignment, the proposed assignee shall agree in writing to assume and abide by all terms and provisions of this Lease from and after the date of such assignment; and (iv) no Event of Default shall have occurred and be continuing. Landlord agrees to respond within twenty (20) days after receipt of Tenant's written request for Landlord's consent (together with the information specified above and other information reasonably requested by Landlord) to a proposed assignment or sublet and submission of the financial information and business qualifications of the proposed assignee/sublessee pursuant to clauses (i) and (ii) above. Any disapproval shall be explained in writing. If Landlord fails to respond or explain its disapproval by the expiration of said twenty (20) day period, Tenant may give to Landlord a reminder notice stating that Landlord's failure to respond within ten (10) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval of the transaction in question, and if Landlord shall fail to respond or explain its disapproval within ten (10) days after receipt of such reminder notice, the transaction which is the subject of Tenant's notice to Landlord shall be deemed approved. Consent by Landlord to any assignment or subletting shall not waive the necessity for consent to any subsequent assignment or subletting for which Landlord's consent is required by this section.

Consent Required. Except as provided in Section 13.2 below and Tenant financing pursuant to Article 20 below, Tenant shall not sell, encumber, assign or transfer this Lease or any interest herein, nor sublet all or any part of the Premises without the prior written consent of Landlord which shall not be unreasonably withheld, conditioned or delayed so long as such proposed assignee or subtenant is a capable operator of a restaurant facility and has a financial condition and creditworthiness sufficient to meet the financial obligations of Tenant under this Lease. With respect to an assignment or subletting for which Landlord's consent is required required, the following provisions shall apply: (i) there shall be submitted to Landlord current financial information and information regarding the business reputation and experience regarding the proposed assignee/sublessee; (ii) the business reputation and experience of the proposed assignee or sublessee (or the principals or owners thereof) shall meet or exceed generally acceptable commercial standards for like properties; ; (iii) in the case of an assignment, the proposed assignee shall agree in writing to assume and abide by all terms and provisions of this Lease from and after the date of such assignment; and and (iv) no Event of Default shall have occurred and be continuing. Landlord agrees to respond within twenty (20) days after receipt of Tenant's written request for Landlord's consent (together with the information specified above and other information reasonably requested by Landlord) to a proposed assignment or sublet and submission of the financial information and business qualifications of the proposed assignee/sublessee pursuant to clauses (i) and (ii) above. Any disapproval shall be explained in writing. If Landlord fails to respond or explain its disapproval by the expiration of said twenty (20) day period, Tenant may give to Landlord a reminder notice stating that Landlord's failure to respond within ten (10) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval of the transaction in question, and if Landlord shall fail to respond or explain its disapproval within ten (10) days after receipt of such reminder notice, the transaction which is the subject of Tenant's notice to Landlord shall be deemed approved. Consent by Landlord to any assignment or subletting shall not waive the necessity for consent to any subsequent assignment or subletting for which Landlord's consent is required by this sectionSection.

Consent Required. Except as provided in Section 13.2 below and Tenant financing pursuant to Article 20 below, Tenant shall not sell, encumber, assign or transfer this Lease or any interest hereinunder this Lease, nor sublet sublet, license, grant any concession, or otherwise give permission to any other person to use or occupy all or any part of the Premises (each a “Transfer”) without the prior written consent of Landlord. Landlord which shall not unreasonably withhold its consent to a direct sublease or an assignment of all of Tenant’s rights under this Lease provided that Tenant is not in default beyond applicable cure periods at the time Tenant requests such consent. No subtenant shall be unreasonably withheldpermitted to further sublease or assign its sublease and Landlord may give or deny consent to any such transaction in its sole discretion. In agreeing to act reasonably, conditioned or delayed so long as such proposed assignee or subtenant is Landlord may act in a capable operator manner consistent with other institutional owners of a restaurant facility class A office properties and has a financial condition and creditworthiness sufficient to meet may consider the financial obligations terms of the Transfer and the impact of the Transfer on Landlord’s own leasing efforts and the value of the Property. Without limiting the generality of the foregoing and without limitation on any other factors that Landlord may consider, Landlord may consider whether (a) the proposed transferee’s tangible net worth and credit standing, calculated in accordance with generally accepted accounting principles consistently applied, is comparable to the tangible net worth and credit standing of tenants then being considered by Landlord as direct tenants for comparable amounts of space or is otherwise reasonably satisfactory to Landlord, (b) the number of years of business experience or the business reputation of the proposed transferee is comparable to that of tenants then being considered by Landlord as direct tenants, (c) a default by Tenant beyond applicable cure periods is outstanding under this Lease. With respect to an assignment or subletting for which Landlord's consent is required the following provisions shall apply: , (id) there shall be submitted to Landlord current financial information and information regarding the business reputation and experience regarding the proposed assignee/sublessee transferee or an affiliate thereof is or has been, within the six month period prior to the date Tenant requests Landlord’s consent, in discussions with Landlord regarding a direct lease, or (iie) the business reputation and experience proposed transferee is a governmental agency or proposes to change the use of the proposed assignee or sublessee (or the principals or owners thereof) shall meet or exceed generally acceptable commercial standards for like properties; (iii) in the case of an assignment, the proposed assignee shall agree in writing Premises to assume and abide by all terms and provisions of this Lease from and after the date of such assignment; and (iv) no Event of Default shall have occurred and be continuing. Landlord agrees to respond within twenty (20) days after receipt of Tenant's written request for Landlord's consent (together a use that is inconsistent with the information specified above and other information reasonably requested by Landlord) to a proposed assignment or sublet and submission character of the financial information and business qualifications of Building as a class A office project and/or is not consistent with Landlord’s existing or desired tenant mix for the proposed assignee/sublessee pursuant to clauses (i) and (ii) above. Any disapproval shall be explained in writing. If Landlord fails to respond or explain its disapproval by the expiration of said twenty (20) day period, Tenant may give to Landlord a reminder notice stating that Landlord's failure to respond within ten (10) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval of the transaction in question, and if Landlord shall fail to respond or explain its disapproval within ten (10) days after receipt of such reminder notice, the transaction which is the subject of Tenant's notice to Landlord shall be deemed approved. Consent by Landlord to any assignment or subletting shall not waive the necessity for consent to any subsequent assignment or subletting for which Landlord's consent is required by this sectionBuilding.

Consent Required. Except as provided in Section 13.2 below and Tenant financing pursuant to Article 20 below, Tenant shall not sell, encumber, assign or transfer this Lease or any interest herein, whether directly or by operation of law, nor sublet all or any part of the Premises without the prior written consent of Landlord which shall not be unreasonably withheld, conditioned or delayed so long as as, in Landlord’s reasonable determination, such proposed assignee or subtenant is a capable operator of a restaurant facility similar in quality to the Premises and has a financial condition and creditworthiness sufficient to meet the financial obligations of Tenant under this Lease. With respect to an assignment or subletting for which Landlord's ’s consent is required required, the following provisions shall apply: (i) there shall be submitted to Landlord current financial information and information regarding the business reputation and experience regarding the proposed assignee/sublessee; (ii) the business reputation and experience of the proposed assignee or sublessee (or the principals or owners thereof) shall meet or exceed generally acceptable commercial standards for like properties; (iii) in the case of an assignment, the proposed assignee shall agree in writing to assume and abide by all terms and provisions of this Lease from and after the date of such assignment; and (iv) no Event of Default shall have occurred and be continuing. Landlord agrees to respond within twenty (20) days after receipt of Tenant's ’s written request for Landlord's ’s consent (together with the information specified above and other information reasonably requested by Landlord) to a proposed assignment or sublet and submission of the financial information and business qualifications of the proposed assignee/sublessee pursuant to clauses (i) and (ii) above. Any disapproval shall be explained in writing. If Landlord fails to respond or explain its responds with a disapproval without an explanation by the expiration of said twenty (20) day period, Tenant may give to Landlord a reminder notice stating that Landlord's ’s failure to respond within ten five (105) days after receipt of such reminder notice shall be deemed to constitute Landlord's ’s approval of the transaction in question, and if Landlord shall fail to respond or explain its disapproval within ten five (105) days after receipt of such reminder notice, the transaction which is the subject of Tenant's ’s notice to Landlord shall be deemed approved. Consent by Landlord to any assignment or subletting shall not waive the necessity for consent to any subsequent assignment or subletting for which Landlord's ’s consent is required by this sectionSection.

Consent Required. Except as otherwise provided in Section 13.2 below and Tenant financing pursuant with respect to Article 20 belowPermitted Transfers, Tenant Developer shall not sell, encumber, assign or transfer this Lease Agreement or the Property or any portion thereof or any interest herein, nor sublet all or any part of the Premises therein without the prior written consent of Landlord which shall not be unreasonably withheld, conditioned or delayed so long as such proposed assignee or subtenant is a capable operator of a restaurant facility and has a financial condition and creditworthiness sufficient to meet the financial obligations of Tenant under this Lease. With respect to an assignment or subletting for which Landlord's consent is required the following provisions shall apply: (i) there shall be submitted to Landlord current financial information and information regarding the business reputation and experience regarding the proposed assignee/sublessee (ii) the business reputation and experience approval of the City Council. Developer shall notify City of any proposed assignee transfer or sublessee assignment promptly upon commencement of negotiations in connection with such event and in any event at least sixty (60) days prior to completing any transfer or the principals assignment. City shall approve or owners thereof) shall meet disapprove any requested transfer or exceed generally acceptable commercial standards for like properties; assignment within forty-five (iii) in the case of an assignment, the proposed assignee shall agree in writing to assume and abide by all terms and provisions of this Lease from and after the date of such assignment; and (iv) no Event of Default shall have occurred and be continuing. Landlord agrees to respond within twenty (2045) days after receipt of Tenant's a written request for Landlord's consent (approval from Developer, together with the information specified above and other information reasonably requested by Landlord) to a proposed assignment or sublet and submission of the such financial information and business qualifications of other documentation which City determines is reasonably necessary to evaluate the proposed assigneetransaction and the proposed assignee’s/sublessee pursuant to clauses (i) transferee’s experience, reputation and (ii) above. Any disapproval shall be explained in writingqualifications. If Landlord the City fails to respond approve or explain its disapproval by disapprove the expiration of said twenty requested transfer or assignment within the forty-five (2045) day period, Tenant Developer may give to Landlord send a reminder notice stating second and final notice, together with a clear statement indicating that Landlord's failure to respond if City does not act upon such request within ten fifteen (1015) days after following receipt of such reminder notice shall be deemed to constitute Landlord's approval of the transaction in question, and if Landlord shall fail to respond or explain its disapproval within ten (10) days after receipt of such reminder this second notice, the transaction which is the subject of Tenant's notice to Landlord request shall be deemed approved. Consent Failure of the City to act within this fifteen (15) day period shall be deemed an approval of the request, provided Developer has included a statement to that effect in its second and final notice and has provided in a timely manner all other information required in connection with City’s review of such request.‌ Prior to consideration by Landlord to the City Council of any proposed assignment or subletting transfer, Developer shall deliver to City the form of a proposed written assignment and assumption agreement in which the assignee expressly agrees to assume the rights and obligations of Developer under this Agreement being transferred that arise after the effective date of the assignment, and in which the assignee agrees to assume or the assignor remains responsible for all performance and obligations of Developer that arise prior to the effective date of the assignment with respect to the rights and obligations being transferred. The assignment and assumption agreement shall be in substantially the form attached hereto as Exhibit J and incorporated herein by this reference. The City Council shall not waive unreasonably withhold, condition or delay its approval of a transfer or assignment to a proposed transferee/assignee who, in the necessity for consent reasonable opinion of the City Council, is financially capable and has the development and operational qualifications and experience to any subsequent perform the duties and obligations of Developer hereunder. No later than ten (10) business days after the date the assignment or subletting for which Landlord's consent is required by this sectionbecomes effective, Developer shall deliver to City a fully executed counterpart of the assignment and assumption agreement.

Consent Required. Except Tenant shall not construct any Tenant Alterations or otherwise alter the Premises or the “Outside Area” (as provided defined in Section 13.2 below 15.17, below) without Landlord’s prior written approval, which will not be unreasonably withheld, conditioned or delayed, unless such Tenant Alteration materially and adversely affects areas outside of the Premises (other than the Outside Area) or the exterior of the Building or the structural parts of the Building, in which case Landlord may withhold its consent in its sole and absolute discretion. Notwithstanding the foregoing, Landlord’s consent shall not be required for any Alteration to the interior of the Premises that complies with the following requirements: (a) is cosmetic in nature such as painting, (b) does not affect the roof or any area outside of the Premises or require work inside the exterior walls or above the ceiling of the Premises; (c) does not affect the “Building Structure” (as that term is defined in Section 6.2, below), or the electrical, plumbing, HVAC, sprinkler or other fire life safety, or mechanical systems in the Building or servicing the Premises (collectively, the “Building Systems”); and (d) costs less than the Permitted Tenant financing pursuant Alterations Limit specified in Section O of the Summary per work of improvement (herein referred to Article 20 belowas “Minor Alteration”). Tenant shall provide Landlord with prior written notice of any Minor Alteration, and if Tenant requests of Landlord in such written notice that Landlord inform Tenant of whether or not Landlord will require Tenant to remove such Minor Alteration at the expiration or sooner termination of the Lease Term, and Landlord fails to inform Tenant that removal will be required, then Tenant shall not be required to remove such Minor Alteration at the expiration or earlier termination of this Lease. In the event Landlord’s approval for any Tenant Alteration is required, Tenant shall not sell, encumber, assign or transfer this Lease or any interest herein, nor sublet all or any part of construct the Premises without Tenant Alteration until Landlord has approved in writing the prior written consent of Landlord plans and specifications therefor (which approval shall not be unreasonably withheld, conditioned or delayed so long as delayed), and such proposed assignee or subtenant is a capable operator of a restaurant facility and has a financial condition and creditworthiness sufficient to meet the financial obligations of Tenant under this Lease. With respect to an assignment or subletting for which Landlord's consent is required the following provisions shall apply: (i) there Alteration shall be submitted to constructed substantially in compliance with such approved plans and specifications by a licensed contractor first approved by Landlord current financial information and information regarding the business reputation and experience regarding the proposed assignee/sublessee (ii) the business reputation and experience of the proposed assignee which approval shall not be unreasonably withheld, conditioned or sublessee (or the principals or owners thereof) shall meet or exceed generally acceptable commercial standards for like properties; (iii) in the case of an assignment, the proposed assignee shall agree in writing to assume and abide delayed). All Tenant Alterations constructed by all terms and provisions of this Lease from and after the date of such assignment; and (iv) no Event of Default shall have occurred and be continuing. Landlord agrees to respond within twenty (20) days after receipt of Tenant's written request for Landlord's consent (together with the information specified above and other information reasonably requested by Landlord) to a proposed assignment or sublet and submission of the financial information and business qualifications of the proposed assignee/sublessee pursuant to clauses (i) and (ii) above. Any disapproval Tenant shall be explained constructed by a licensed contractor in writing. If Landlord fails to respond or explain its disapproval by the expiration accordance with all Laws using new materials of said twenty (20) day period, Tenant may give to Landlord a reminder notice stating that Landlord's failure to respond within ten (10) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval of the transaction in question, and if Landlord shall fail to respond or explain its disapproval within ten (10) days after receipt of such reminder notice, the transaction which is the subject of Tenant's notice to Landlord shall be deemed approved. Consent by Landlord to any assignment or subletting shall not waive the necessity for consent to any subsequent assignment or subletting for which Landlord's consent is required by this sectiongood quality.

Consent Required. Except as provided in Section 13.2 below and Tenant financing pursuant to Article 20 below, Tenant shall not sell, encumber, assign the Lease in whole or transfer this Lease or any interest hereinin part, nor sublet all or any part of the Demised Premises without first obtaining the prior written consent of Landlord in each instance, which consent may be granted or withheld in Landlord's sole discretion. Landlord may withhold its consent on any reasonable ground, including without limitation any of the following situations: (i) the Transferee's contemplated use of the Demised Premises following the proposed Occupancy Transaction is not identical to the Permitted Use; (ii) in Landlord's reasonable business judgement, the Transferee lacks sufficient business reputation or experience to operate a successful business of the type and quality permitted under the Lease; (iii) the present net worth and working capital of the Transferee are less than that of Tenant, or Tenant and Tenant's Guarantor, as the case may be, at the Execution Date or at the time of the request, whichever is higher; or (iv) the proposed Occupancy Transaction would breach any covenant of Landlord respecting radius restriction, location, use or exclusivity In any other Lease, financing agreement, or other agreement relating to the Shopping Center. Tenant shall not have the right or power to enter into an Occupancy Transaction if Tenant shall be unreasonably withheldin default under any provision of the Lease. Should Tenant desire to enter into an Occupancy Transaction, conditioned or delayed so long as Tenant shall request Landlord's consent to such transaction in writing at least thirty (30) days before the effective date of any such transaction. Said request shall include (i) a detailed description of the proposed assignee or subtenant is transaction, including its nature, effective date, the purchase price, payment terms, allocation among leasehold interest, personal property, improvements, goodwill, inventory and other items; (ii) a capable operator description of a restaurant facility and has a the Identity, financial condition and creditworthiness sufficient to meet the financial obligations of Tenant under this Lease. With respect to an assignment or subletting for which Landlord's consent is required the following provisions shall apply: (i) there shall be submitted to Landlord current financial information and information regarding the previous business reputation and experience regarding the proposed assignee/sublessee (ii) the business reputation and experience of the proposed assignee tenant or sublessee transferee, including, without limitation, copies of latest income statement, balance sheet and statement of cash flows (with accompanying notes and disclosures of all material changes thereto) in audited form, if available, and certified as accurate by tenant or the principals transferee respectively, together with a statement authorizing Landlord or owners thereofits designated representative(s) shall meet to Investigate tenant's or exceed generally acceptable commercial standards for like properties; transferee's business experience, credit and financial responsibility; and (iii) a check in the case amount of an assignment, Five Hundred and No/100 Dollars ($500.00) payable to Landlord for Landlord's administrative and legal review of said Occupancy Transaction. Within thirty (30) days after receipt of Tenant's request for consent and all items required Landlord may consent to the proposed assignee Occupancy Transaction, or refuse to consent to the Occupancy Transaction. Any consent by Landlord to any Occupancy Transaction shall be evidenced by an Instrument prepared by Landlord, and executed by Tenant and Transferee. As a condition to the completion of such transaction, Transferee shall agree in writing to assume and abide by perform all terms of the terms, covenants and provisions conditions of this the Lease from and after that are obligations of Tenant, including any past due or unknown monetary obligations as of the date of assignment, Tenant shall remain fully liable to perform its duties under the Lease following the Occupancy Transaction. If Tenant enters into an Occupancy Transaction, the Minimum Annual Rent then payable and any scheduled increases thereto shall be increased on the effective date of such assignmenttransaction to the greater of (I) the total Minimum Annual Rental payable by the Transferee to Tenant; and (iv) no Event of Default shall have occurred and be continuing. Landlord agrees to respond within twenty (20) days after receipt of Tenant's written request for Landlord's consent (together with the information specified above and other information reasonably requested by Landlord) to a proposed assignment or sublet and submission of the financial information and business qualifications of the proposed assignee/sublessee pursuant to clauses (i) and (ii) abovean amount equal to the total of the Minimum Annual Rental plus Percentage Rent required to be paid by Tenant pursuant to the Lease during the calendar year immediately preceding such transaction; or (iii) the Minimum Annual Rental then payable and any scheduled increases thereto, increased in accordance with the CPI Adjustment Procedures using the Rent Commencement Date as the base month and the effective date of such transaction as the month of adjustment. Any disapproval The foregoing shall be explained in writingconstrued to include a prohibition against any voluntary or involuntary assignment or subletting arising by operation of law. If Landlord fails to respond or explain its disapproval by the expiration of said twenty (20) day period, Tenant may give to Landlord a reminder notice stating that Landlord's failure to respond within ten (10) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval of the transaction in question, and if Landlord shall fail to respond or explain its disapproval within ten (10) days after receipt of such reminder notice, the transaction which is the subject of Tenant's notice to Landlord shall be deemed approved. Consent by Landlord to Notwithstanding any assignment or subletting sublease, Tenant shall remain fully liable under the Lease and shall not waive be released from performing any of the necessity for consent terms, covenants and conditions hereof unless Landlord expressly releases Tenant. Landlord shall have the right to sell, convey, transfer or assign all or any subsequent assignment part of its interest In the real property and the buildings of which the Demised Premises are a part or subletting for which its interest in the Lease, and Tenant agrees to attorn to Landlord's consent is required by this sectionpurchaser or assignee.

Consent Required. Except as provided in Section 13.2 below and Tenant financing pursuant to Article 20 below, Tenant shall make no alteration, change or addition, structural or otherwise (whether or not sell, encumber, assign Tenant is required by law or transfer this Lease or any interest hereinto make same), nor sublet all or any part of to the Demised Premises without the prior written consent of Landlord the Landlord, which consent shall not be unreasonably withheld, conditioned or delayed so long as such proposed assignee or subtenant is a capable operator of a restaurant facility and has a financial condition and creditworthiness sufficient to meet the financial obligations of Tenant under this Lease. With withheld with respect to non-structural alterations. Tenant, however, shall not be required to obtain Landlord's consent prior to the installation of Tenant's trade fixtures or operating equipment or Tenant alterations, changes or improvements which do not have an assignment aggregate cost (with respect to any series of related improvements) exceeding $25,000 and which do not materially affect the Improvements' structure, systems or subletting for exterior aesthetics. Prior to the installation of any alterations as to which Landlord's consent is required the following provisions required, Tenant shall apply: (i) there shall be submitted submit to Landlord current financial information any relevant space plans and information regarding the business reputation and experience regarding the proposed assignee/sublessee (ii) the business reputation and experience mechanical drawings of the proposed assignee or sublessee (or alterations as well as updates on the principals or owners thereof) work in progress, and "as-built" plans and specifications upon completion. Alterations shall meet or exceed generally acceptable commercial standards for like properties; (iii) be diligently performed in a good and workmanlike manner, using new materials and equipment at least equal in quality and class to original installations of the case of an assignment, the proposed assignee shall agree in writing to assume and abide by all terms and provisions of this Lease from and after the date of such assignment; and (iv) no Event of Default shall have occurred and be continuingDemised Premises. Landlord agrees to respond within twenty (20) days after receipt of Tenant's written request for Alterations requiring Landlord's consent (together with the information specified above and other information shall be performed by contractors first reasonably requested approved in writing by Landlord. Prior to making any repairs requiring Landlord's consent and requesting Landlord's consent thereto, change or addition, Tenant shall deliver to Landlord (a) to a proposed assignment or sublet and submission of the financial information and business qualifications detailed plans, specifications of the proposed assignee/sublessee pursuant to clauses repair or alteration and an itemized estimate of cost; (ib) and (ii) above. Any disapproval shall be explained in writing. If Landlord fails to respond or explain its disapproval by the expiration of said twenty (20) day period, Tenant may give to Landlord a reminder notice stating that Landlord's failure to respond within ten (10) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval written consent of the transaction in questionholders of any institutional mortgage to which this Lease may be subordinate, and if Landlord shall fail to respond or explain its disapproval within ten (10) days after receipt of when such reminder notice, the transaction which is the subject of Tenant's notice to Landlord shall be deemed approved. Consent by Landlord to any assignment or subletting shall not waive the necessity for consent to any subsequent assignment or subletting for which Landlord's consent is required by this sectionthe terms of any such mortgage: (c) the written consent, if required, of any issuer of any fire, liability or other insurance required to be maintained hereunder to keep such policies in full force and effect; and (d) all necessary permits and certificates for the commencement and prosecution of permitted alterations and for final approval thereof.

Consent Required. Except as provided in Section 13.2 below and Tenant financing pursuant to Article 20 below, Tenant shall not sell, encumber, assign or transfer this Lease or any interest herein, nor sublet all or any part of the Premises without the prior written consent of Landlord which shall not be unreasonably withheld, conditioned or delayed so long as such proposed assignee or subtenant is a capable operator of a restaurant facility and has a financial condition and creditworthiness sufficient to meet the financial obligations of Tenant under this Lease. With respect to an assignment or subletting for which Landlord's consent is required required, the following provisions shall apply: (i) there shall be submitted to Landlord current financial information and information regarding the business reputation and experience regarding the proposed assignee/sublessee; (ii) the business reputation and experience of the proposed assignee or sublessee (or the principals or owners thereof) shall meet or exceed generally acceptable commercial standards for like properties; (iii) in the case of an assignment, the proposed assignee shall agree in writing to assume and abide by all terms and provisions of this Lease from and after the date of such assignment; and (iv) no Event of Default shall have occurred and be continuing. Landlord agrees to respond within twenty (20) days after receipt of Tenant's written request for Landlord's consent (together with the information specified above and other information reasonably requested by Landlord) to a proposed assignment or sublet and submission of the financial information and business qualifications of the proposed assignee/sublessee pursuant to clauses (i) and (ii) above. Any disapproval shall be explained in writing. If Landlord fails to respond or explain its disapproval by the expiration of said twenty (20) day period, Tenant may give to Landlord a reminder notice stating that Landlord's failure to respond within ten (10) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval of the transaction in question, and if Landlord shall fail to respond or explain its disapproval within ten (10) days after receipt of such reminder notice, the transaction which is the subject of Tenant's notice to Landlord shall be deemed approved. Consent by Landlord to any assignment or subletting shall not waive the necessity for consent to any subsequent assignment or subletting for which Landlord's consent is required by this sectionSection.

Consent Required. Except as provided in Section 13.2 below and Tenant financing pursuant to Article 20 belowfor an Approved Sublease, Tenant shall not sell, encumber, assign or transfer this Lease or any interest herein, nor sublet all the Project or any part of the Premises thereof without the Landlord's prior written consent of Landlord approval, which approval shall not be unreasonably withheld, conditioned or delayed withheld so long as such (a) no Material Event of Default has occurred and remains uncured, (b) the proposed assignee or subtenant's activities at the Project will not involve a violation of ARTICLES 3 OR 8 hereof, (c) the proposed assignee or subtenant is of sound financial condition, and (d) Tenant has not previously assigned this Lease or its rights hereunder. For purposes hereof, the term "APPROVED SUBLEASE" means a capable operator sublease of a restaurant facility and has a financial condition and creditworthiness sufficient to meet less than thirty percent (30%) (or thirty percent (30%) calculated in the financial obligations aggregate all subleases) of Tenant under this Lease. With respect to an assignment or subletting for which Landlord's consent is required the Building so long as the following provisions shall apply: conditions are satisfied: (i) there shall be submitted to Landlord current financial information no Material Event of Default has occurred and information regarding the business reputation and experience regarding the proposed assignee/sublessee is continuing, (ii) the business reputation and experience use of the proposed assignee or sublessee (or Project by such subtenant shall be limited to the principals or owners thereof) shall meet or exceed generally acceptable commercial standards for like properties; Permitted Use, (iii) in such sublease complies with one (1) or more of the case of following: (A) a sublease to an assignmententity wholly owned or controlled by Tenant, (B) a sublease to a party or parties conducting business as a supplier, distributor or otherwise with respect to Tenant's activities at the Project, and for a term not to exceed ninety (90) days, or (C) the proposed assignee shall agree in writing to assume and abide by all terms and provisions sublessee is of this Lease from and after the date of such assignment; and sound financial condition, (iv) no Event the activities of Default such subtenant at the Project shall have occurred be limited to uses not detrimental to the Project, (v) Tenant has not previously assigned this Lease or its rights hereunder, and be continuing(vi) the term of the sublease is shorter than the then remaining Lease Term. If Tenant desires to assign this Lease or sublet any or all of the Project, Tenant shall give Landlord written notice forty-five (45) days prior to the anticipated effective date of the assignment or sublease. Landlord agrees to respond within twenty shall then have a period of thirty (2030) days after following receipt of Tenant's written request for Landlord's consent (together with such notice and the information specified above and other information reasonably requested by Landlordrequired hereunder to notify Tenant in writing that Landlord elects to either (x) refuse to a consent to the proposed assignment or sublease, or (y) permit Tenant to assign this Lease or sublet and submission of the financial information and business qualifications of the proposed assignee/sublessee pursuant such space, except that Landlord may not refuse to clauses (i) and (ii) above. Any disapproval shall be explained in writingconsent to an Approved Sublease. If Landlord fails should fail to respond or explain its disapproval by the expiration notify Tenant in writing of such election within said twenty (20) day period, Tenant may give to Landlord a reminder notice stating that Landlord's failure to respond within ten (10) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval have waived option (x) above. Prior to the effective date of the transaction in question, and if Landlord shall fail to respond or explain its disapproval within ten (10) days after receipt of such reminder notice, the transaction which is the subject of Tenant's notice to Landlord shall be deemed approved. Consent by Landlord to any assignment or subletting sublease (whether or not permitted hereunder), Tenant shall not waive the necessity for consent furnish to any subsequent assignment Landlord true, correct and complete copies of all documents, instruments and other information executed or subletting for which Landlord's consent is required by this sectiondelivered in connection therewith.

Consent Required. Except If Landlord shall not exercise its right to cancel this Lease as provided in Section 13.2 below and Tenant financing pursuant 11.1, Landlord's consent to Article 20 below, Tenant shall not sell, encumber, assign or transfer this Lease or any interest herein, nor sublet all or any part of the Premises without the prior written consent of Landlord which such request shall not be unreasonably withheldwithheld provided such consent to sublease or assignment is effected by a legal document in form and substance satisfactory to Landlord and Section 11.3 below shall apply with respect to a possible adjustment of Rent. In no event shall any assignment or subletting to which Landlord may have consented release or relieve Tenant from its obligations fully to perform all of the terms, conditioned covenants and conditions of the Lease on its part to be performed. In determining whether to consent to a proposed assignment or delayed so long as such subletting, Landlord may consider any commercially reasonable basis for approving or disapproving the proposed assignment or subletting, including without limitation any of the following: (i) the business experience or reputation of the proposed assignee or subtenant is a capable operator of a restaurant facility and has a financial condition and creditworthiness sufficient to meet the financial obligations of Tenant under this Lease. With respect to an assignment or subletting for which Landlord's consent is required the following provisions shall apply: (i) there shall be submitted to Landlord current financial information and information regarding the business reputation and experience regarding the proposed assignee/sublessee , (ii) whether the clientele, personnel, or traffic which will be generated by the business reputation and experience of the proposed assignee or sublessee (or is consistent in Landlord's opinion with the principals or owners thereof) shall meet or exceed generally acceptable commercial standards for like properties; businesses of other tenants in the Building and the Office Park; (iii) in the case of an assignmentnotwithstanding that Tenant or others may remain liable under this Lease, whether the proposed assignee shall agree in writing or sublessee has a net worth and financial strength and a credit record satisfactory to assume and abide by all terms and provisions of this Lease from and after the date of such assignmentLandlord; and (iv) no Event whether the use of Default shall the Premises by the proposed assignee or sublessee will be substantially the same as the use of the Premises by Tenant, and whether such use is consistent with the businesses of other tenants then occupying the Office Park, and whether such use will violate or create a potential violation of any laws or a breach or violation of any other lease or agreement by which Landlord is bound; (v) whether the proposed use of the Premises by the proposed assignee or sublessee will increase the likelihood of damage or destruction to the Premises or the Building, be likely to cause an increase in insurance premiums for insurance policies applicable to the Building, require new tenant improvements incompatible with the then existing Building systems and components, and otherwise have occurred and be continuing. Landlord agrees to respond within twenty (20) days after receipt of Tenant's written request for or cause a material adverse impact on the Premises, the Building, the Office Park or Landlord's consent interests therein; (together with vi) whether the information specified above and other information reasonably requested by Landlord) to a proposed assignment assignee or sublet and submission sublessee is an existing tenant or occupant of the financial information Building or the Office Park or a person or entity with whom Landlord is then dealing, or with whom Landlord has had dealings during the previous six (6) months with respect to leasing of space in the Office Park; and business qualifications of (vii) whether any ground lessor or mortgagee whose consent to such transfer as required has so consented to the proposed assignee/sublessee pursuant to clauses (i) and (ii) above. Any disapproval shall be explained in writing. If Landlord fails to respond or explain its disapproval by the expiration of said twenty (20) day period, Tenant may give to Landlord a reminder notice stating that Landlord's failure to respond within ten (10) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval of the transaction in question, and if Landlord shall fail to respond or explain its disapproval within ten (10) days after receipt of such reminder notice, the transaction which is the subject of Tenant's notice to Landlord shall be deemed approved. Consent by Landlord to any assignment or subletting shall not waive the necessity for consent to any subsequent assignment or subletting for which Landlord's consent is required by this sectiontransaction.