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unreasonably withheld, except that, during the first five (5) years following the Commencement Date, such consent may be withheld by Landlord in its sole and absolute discretion. The consent by Landlord to any transfer, hypothecation, assignment or subleasing shall not constitute a waiver of the necessity for such consent to any subsequent assignment, transfer, hypothecation or subleasing. This prohibition against assigning or subleasing shall be construed to include a prohibition against any sale, hypothecation, transfer of possession, or any assignment or subleasing by operation of law or otherwise. Landlord shall be deemed to be reasonable in not granting its consent if the proposed purchaser, transferee, assignee or sublessee fails to meet all of the following criteria: (a) the proposed purchaser, transferee, assignee or sublessee, or, if the proposed purchaser, transferee, assignee or sublessee is a wholly owned subsidiary, its parent, or the constituent general partners of the proposed purchaser, transferee, assignee or sublessee shall have a net worth at least equal to twenty percent (20%) of the purchase price to be paid by the proposed purchaser, transferee, assignee or sublessee for the interest to be acquired, as evidenced by information reasonably required by Landlord (for purposes of calculating such net worth, it shall be permissible to include as an asset of said proposed purchaser, trans- feree, assignee or sublessee its anticipated equity in the Facility and the leasehold estate created hereby immediately following its acquisition); (b) the proposed purchaser, transferee, assignee or sublessee shall either be a Qualified Operator (as defined below) or, if the proposed purchaser, transferee, assignee or sublessee is not a Qualified Operator, shall have entered into a binding agreement acceptable LEASE BETWEEN CITY OF SAN LEANDRO AND SAN FRANCISCO BAY CONFERENCE RESORT PAGE 77 2574001\313983.8