Common use of Consent Standards Clause in Contracts

Consent Standards. Landlord shall not unreasonably withhold its consent to any assignment of Tenant’s entire interest in this Lease or subletting of the Premises, so long as the proposed transferee (a) is creditworthy, (b) will use the Premises for the Permitted Use (thus, excluding, without limitation, uses for credit processing and telemarketing) and will not use the Premises in any manner that would conflict with any exclusive use agreement or other similar agreement entered into by Landlord with any other tenant of the Project or the related complex, (c) will not use the Premises, Building or Project in a manner that would materially increase Operating Costs or the pedestrian or vehicular traffic to the Premises, Building or Project, (d) is not a governmental or quasi-governmental entity, or subdivision or agency thereof, or any other entity entitled to the defense of sovereign immunity, (e) is not another occupant of the Project or the related complex or an Affiliate of such occupant, (f) is not currently and has not in the past been involved in litigation with Landlord or any of its Affiliates, (g) meets Landlord’s reasonable standards for tenants of the Project and is otherwise compatible with the character of the occupancy of the Project and the related complex, and (h) is not a person or entity with whom Landlord is then, or has been within the nine-month period prior to the time Tenant seeks to enter into such assignment or subletting, negotiating to lease space in the Project or the related complex or any Affiliate of any such person or entity; otherwise, Landlord may withhold its consent in its sole discretion. Additionally, Landlord may withhold its consent in its sole discretion to any proposed Transfer if any Event of Default by Tenant then exists. For the purposes of clause (h) above, “negotiating to lease space” shall mean any of the following: Landlord has received a request for proposal from a prospective tenant or its broker, Landlord has submitted a written lease proposal, or Landlord has initiated space planning for a prospective tenant. Any Transfer made while an Event of Default exists hereunder, irrespective whether Landlord’s consent is required hereunder with respect to the Transfer, shall be voidable by Landlord in Landlord’s sole discretion. In agreeing to act reasonably, Landlord is agreeing to act in a manner consistent with the standards followed by large institutional owners of commercial real estate and Landlord is permitted to consider the financial terms of the Transfer and the impact of the Transfer on Landlord’s own leasing efforts and the value of the Project. Landlord may condition its consent to a Transfer on an increase in the Security Deposit or receipt of a guaranty from a suitable party. Landlord shall not be required to act reasonably in considering any request to pledge or encumber this Lease or any interest therein.

Consent Standards. Landlord shall not unreasonably withhold its consent to any assignment of Tenant’s entire interest in this Lease or subletting of the Premises, so long as provided that the proposed transferee (a1) is creditworthyhas a Tangible Net Worth (as defined below) sufficient to meet the obligations of Tenant under this Lease as reasonably determined by Landlord, (b2) has a good reputation in the business community, (3) will use the Premises for the Permitted Use (thus, excluding, without limitation, uses for credit processing and telemarketing) and will not use the Premises in any manner that would conflict with any exclusive use agreement or other similar agreement entered into by Landlord with any other tenant of the Project Building or the related complexComplex, (c4) will not use the Premises, Building or Project in a manner that would materially increase Operating Costs or the pedestrian or vehicular traffic to the Premises, Building or Project, (d5) is not a governmental or quasi-governmental entity, or subdivision or agency thereof, or any other entity entitled to the defense of sovereign immunity, (e6) is not another occupant of the Project Building or the related complex or an Affiliate of such occupantComplex, (f7) is not currently and has not in compliance with the past been involved in litigation with Landlord or any of its Affiliates, (g) meets Landlord’s reasonable standards for tenants regulations of the Project and is otherwise compatible with the character Office of Foreign Asset Control ("OFAC") of the occupancy Department of the Project Treasury (including those named on OFAC's Specially Designated Nationals and Blocked Persons List) and any statute, executive order (including the related complexSeptember 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism), or other governmental action relating thereto; and (h) 8) is not a person or entity with whom Landlord is then, or has been within the ninesix-month period prior to the time Tenant seeks to enter into such assignment or subletting, negotiating to lease space in the Project Building or the related complex Complex or any Affiliate of any such person or entity; otherwise, Landlord may withhold its consent in its sole discretion. Additionally, Landlord may withhold its consent in its sole discretion to any proposed Transfer if any Event of Default by Tenant then exists. For the purposes of clause (h) above, “negotiating to lease space” shall mean any of the following: Landlord has received a request for proposal from a prospective tenant or its broker, Landlord has submitted a written lease proposal, or Landlord has initiated space planning for a prospective tenant. Any Transfer made while an Event of Default exists hereunder, irrespective whether Landlord’s consent is required hereunder with respect to the Transfer, shall be voidable by Landlord in Landlord’s sole discretion. In agreeing to act reasonably, Landlord is agreeing to act in a manner consistent with the standards followed by large institutional owners of commercial real estate and Landlord is permitted to consider the financial terms of the Transfer and the impact of the Transfer on Landlord’s own leasing efforts and the value of the Project. Landlord may condition its consent to a Transfer on an increase in the Security Deposit or receipt of a guaranty from a suitable party. Landlord shall not be required to act reasonably in considering any request to pledge or encumber this Lease or any interest therein.

Consent Standards. Landlord In determining whether or not to grant its consent to a Transfer, it shall not unreasonably be unreasonable for Landlord to withhold its consent to if, without limiting any assignment of Tenantother factor or circumstance which Landlord may reasonably take into account: (a) in Landlord’s entire interest opinion, arrived at reasonably and in this Lease good faith, the proposed transferee or subletting any principal or principal shareholder of the proposed transferee: (1) does not have a history of successful business operations in the business to be conducted in the Premises; (2) does not have a satisfactory background, business history, financial condition, creditworthiness and/or capability; (3) any companies or partnerships of which the proposed transferee or such principal was a principal shareholder or partner, has a history of defaults under commercial leases; (4) meets Landlord’s reasonable standards for tenants of the Project and the related complex and is otherwise compatible with the character of the occupancy of the Project and the related complex; (b) Landlord does not receive such financial, business or other information relating to the proposed Transferee and its principals or principal shareholders as Landlord reasonably requires to enable it to make a determination concerning the matters set out in Subsection 10.2(a) including, without limitation, the information required pursuant to Section 10.3; (c) the use of the Premises by the proposed transferee, in Landlord’s opinion arrived at reasonably and in good faith, could: (1) result in occupancy of the Premises exceeding the density limit or excessive use of the elevators or other building systems; (2) be inconsistent with the image, character and standards of the Project; (3) expose the occupants of the related complex (for so long as the related complex is owned by Landlord or an Affiliate of Landlord) to risk of harm (other than to a de minimis extent as determined by Landlord), damage or interference (other than to a de minimis extent as determined by Landlord) with their use and enjoyment thereof; (4) result in a material increase of pedestrian or vehicular traffic to the Premises or any other part of the Project; or (5) to extent the proposed transferee transferee, individually or collectively with Tenant will materially increase Operating Costs; or (ad) is creditworthy, the proposed transferee: (b1) will proposes to use any portion of the Premises for a use other than the Permitted Use (thus, excludingincluding, without limitation, uses for credit processing and telemarketing other than on an ancillary basis to the principal use provided that the principal use is not for credit processing or telemarketing) and or will not use the Premises in any manner that would conflict with any exclusive use agreement or other similar agreement entered into by Landlord with any other tenant or record as of the Project or the related complex, Lease Date; (c) will not use the Premises, Building or Project in a manner that would materially increase Operating Costs or the pedestrian or vehicular traffic to the Premises, Building or Project, (d2) is not a governmental or quasi-governmental entity, or subdivision or agency thereof, or any other entity entitled to the defense of sovereign immunity, immunity that (eA) is not another occupant of typically found in Class A office buildings or (B) could materially increase the Project pedestrian or vehicular traffic to the related complex or an Affiliate of such occupant, Project; or (f3) is not currently and or has not in the past been involved in litigation with Landlord or any of its Affiliates, (g) meets Landlord’s reasonable standards for tenants of the Project and is otherwise compatible with the character of the occupancy of the Project and the related complex, and (h) is not a person or entity with whom Landlord is then, or has been within the nine-month period prior to the time Tenant seeks to enter into such assignment or subletting, negotiating to lease space in the Project or the related complex or any Affiliate of any such person or entity; otherwise, Landlord may withhold its consent in its sole discretion. Additionally, Landlord may withhold its consent in its sole discretion to any proposed Transfer if any Event of Default by Tenant then exists. For the purposes of clause (h) above, “negotiating to lease space” shall mean any of the following: Landlord has received a request for proposal from a prospective tenant or its broker, Landlord has submitted a written lease proposal, or Landlord has initiated space planning for a prospective tenant. Any Transfer made while an Event of Default exists hereunder, irrespective whether Landlord’s consent is required hereunder with respect to the Transfer, shall be voidable by Landlord in Landlord’s sole discretion. In agreeing Any consent by Landlord to act reasonably, Landlord is agreeing to act in a manner consistent with the standards followed by large institutional owners of commercial real estate and Landlord is permitted to consider the financial terms Transfer shall not constitute a waiver of the necessity for such consent to any subsequent Transfer and the impact by either Tenant or any proposed Transferee in accordance with this Section 10. Landlord shall not be liable for any losses or claims that may be suffered or incurred by Tenant arising out of Landlord unreasonably withholding its consent to any Transfer, it being intended that Tenant’s only recourse in such event shall be an application to court for a declaration that Landlord grant its consent to such Transfer. This prohibition against Transfer shall include a prohibition against any Transfer by operation of law. Notwithstanding any other provisions of this Section 10: (A) Tenant shall not grant, or permit to exist, any leasehold mortgage or any other charge of the Premises of any nature; and (B) in the case of a Transfer on that is a sublease, the Transferee in respect thereof shall not enter into, consent to or permit a sub-sublease of all or any part of the Premises that is subject to such sublease without the prior written consent of Landlord, which consent may be withheld in Landlord’s own leasing efforts and the value of the Projectsole discretion. Landlord may condition its consent to a Transfer on an a reasonable increase in the Security Deposit or receipt of a guaranty guarantee from a suitable party. Landlord shall not be required to act reasonably in considering any request to pledge or encumber this Lease or any interest therein.

Consent Standards. Landlord shall not unreasonably withhold its consent to any assignment of Tenant’s entire interest in this Lease or subletting of the Premises, so long as provided that the proposed transferee (a) is creditworthy, (b) will use the Premises for the Permitted Use (thus, excluding, without limitation, uses for credit processing and telemarketing) and will not use the Premises in any manner that would conflict with any exclusive use agreement or other similar agreement entered into by Landlord with any other tenant of the Project or the any related complex, (c) will not use the Premises, Building or Project in a manner that would materially increase Operating Costs or the pedestrian or vehicular traffic to the Premises, Building or Project, (d) is not a governmental or quasi-governmental entity, or subdivision or agency thereof, or any other entity entitled to the defense of sovereign immunity, (e) is not another occupant of the Project or the any related complex or an Affiliate of such occupant, (f) is not currently and has not in the past been involved in litigation with Landlord or any of its Affiliates, (g) meets Landlord’s reasonable standards for tenants of the Project and is otherwise compatible with the character of the occupancy of the Project and the any related complex, and (h) is not a person or entity with whom Landlord is then, or has been within the ninesix-month period prior to the time Tenant seeks to enter into such assignment or subletting, negotiating to lease space in the Project or the any related complex or any Affiliate of any such person or entity; otherwise, Landlord may withhold its consent in its sole discretion. Additionally, Landlord may withhold its consent in its sole discretion to any proposed Transfer if any Event of Default by Tenant then exists. For the purposes of clause (h) above, “negotiating to lease space” shall mean any of the following: Landlord has received a request for proposal from a prospective tenant or its broker, Landlord has submitted a written lease proposal, or Landlord has initiated space planning for a prospective tenant. Any Transfer made while an Event of Default exists hereunder, irrespective whether LandlordXxxxxxxx’s consent is required hereunder with respect to the Transfer, shall be voidable by Landlord in Landlord’s sole discretion. In agreeing to act reasonably, Landlord Xxxxxxxx is agreeing to act in a manner consistent with the standards followed by large institutional owners of commercial real estate and Landlord is permitted to consider the financial terms of the Transfer and the impact of the Transfer on Landlord’s own leasing efforts and the value of the Project. Landlord may condition its consent to a Transfer on an increase in the Security Deposit or receipt of a guaranty from a suitable party. Landlord shall not be required to act reasonably in considering any request to pledge or encumber this Lease or any interest therein.

Consent Standards. Landlord In determining whether or not to grant its consent to a Transfer, it shall not unreasonably be unreasonable for Landlord to withhold its consent to if, without limiting any assignment of Tenantother factor or circumstance which Landlord may reasonably take into account: (a) in Landlord’s entire interest opinion, arrived at reasonably and in this Lease good faith, the proposed transferee or subletting any principal or principal shareholder of the proposed transferee: (1) does not have a history of successful business operations in the business to be conducted in the Premises; (2) does not have a satisfactory background, business history, financial condition, creditworthiness and/or capability; (3) any companies or partnerships of which the proposed transferee or such principal was a principal shareholder or partner, has a history of defaults under commercial leases; (4) meets Landlord’s reasonable standards for tenants of the Project and the related complex and is otherwise compatible with the character of the occupancy of the Project and the related complex; (b) Landlord does not receive such financial, business or other information relating to the proposed Transferee and its principals or principal shareholders as Landlord reasonably requires to enable it to make a determination concerning the matters set out in Subsection 10.2(a) including, without limitation, the information required pursuant to Section 10.3; (c) the use of the Premises by the proposed transferee, in Landlord’s opinion arrived at reasonably and in good faith, could: (1) result in occupancy of the Premises exceeding the density limit or excessive use of the elevators or other building systems; (2) be inconsistent with the image, character and standards of the Project; (3) expose the occupants of the related complex (for so long as the related complex is owned by Landlord or an Affiliate of Landlord) to risk of harm (other than to a de minimis extent as determined by Landlord), damage or interference (other than to a de minimis extent as determined by Landlord) with their use and enjoyment thereof; (4) result in a material increase of pedestrian or vehicular traffic to the Premises or any other part of the Building; or (5) to extent the proposed transferee transferee, individually or collectively with Tenant will materially increase Operating Costs; or (ad) is creditworthy, the proposed transferee: (b1) will proposes to use any portion of the Premises for a use other than the Permitted Use (thus, excludingincluding, without limitation, uses for credit processing and telemarketing other than on an ancillary basis to the principal use provided that the principal use is not for credit processing or telemarketing) and or will not use the Premises in any manner that would conflict with any exclusive use agreement or other similar agreement entered into by Landlord with any other tenant or record as of the Project or the related complex, Lease Date; (c) will not use the Premises, Building or Project in a manner that would materially increase Operating Costs or the pedestrian or vehicular traffic to the Premises, Building or Project, (d2) is not a governmental or quasi-governmental entity, or subdivision or agency thereof, or any other entity entitled to the defense of sovereign immunity, immunity that (eA) is not another occupant of typically found in Class A office buildings or (B) could materially increase the Project pedestrian or vehicular traffic to the related complex or an Affiliate of such occupant, Project; or (f3) is not currently and or has not in the past been involved in litigation with Landlord or any of its Affiliates, (g) meets Landlord’s reasonable standards for tenants of the Project and is otherwise compatible with the character of the occupancy of the Project and the related complex, and (h) is not a person or entity with whom Landlord is then, or has been within the nine-month period prior to the time Tenant seeks to enter into such assignment or subletting, negotiating to lease space in the Project or the related complex or any Affiliate of any such person or entity; otherwise, Landlord may withhold its consent in its sole discretion. Additionally, Landlord may withhold its consent in its sole discretion to any proposed Transfer if any Event of Default by Tenant then exists. For the purposes of clause (h) above, “negotiating to lease space” shall mean any of the following: Landlord has received a request for proposal from a prospective tenant or its broker, Landlord has submitted a written lease proposal, or Landlord has initiated space planning for a prospective tenant. Any Transfer made while an Event of Default exists hereunder, irrespective whether Landlord’s consent is required hereunder with respect to the Transfer, shall be voidable by Landlord in Landlord’s sole discretion. In agreeing Any consent by Landlord to act reasonably, Landlord is agreeing to act in a manner consistent with the standards followed by large institutional owners of commercial real estate and Landlord is permitted to consider the financial terms Transfer shall not constitute a waiver of the necessity for such consent to any subsequent Transfer and the impact by either Tenant or any proposed Transferee in accordance with this Section 10. Landlord shall not be liable for any losses or claims that may be suffered or incurred by Tenant arising out of Landlord unreasonably withholding its consent to any Transfer, it being intended that Tenant’s only recourse in such event shall be an application to court for a declaration that Landlord grant its consent to such Transfer. This prohibition against Transfer shall include a prohibition against any Transfer by operation of law. Notwithstanding any other provisions of this Section 10: (A) Tenant shall not grant, or permit to exist, any leasehold mortgage or any other charge of the Premises of any nature; and (B) in the case of a Transfer on that is a sublease, the Transferee in respect thereof shall not enter into, consent to or permit a sub-sublease of all or any part of the Premises that is subject to such sublease without the prior written consent of Landlord, which consent may be withheld in Landlord’s own leasing efforts and the value of the Projectsole discretion. Landlord may condition its consent to a Transfer on an a reasonable increase in the Security Deposit or receipt of a guaranty guarantee from a suitable party. Landlord shall not be required to act reasonably in considering any request to pledge or encumber this Lease or any interest therein.

Consent Standards. Landlord shall not unreasonably withhold its consent to any assignment of Tenant’s entire interest in this Lease or subletting of the Premises, so long as provided that the proposed transferee (a1) is creditworthy, (b2) will use the Premises for the Permitted Use (thus, excluding, without limitation, uses for credit processing and telemarketing) and will not use the Premises in any manner that would conflict with any exclusive use agreement or other similar agreement entered into by Landlord with any other tenant of the Project or the related complexProject, (c3) will not use the Premises, Building or Project in a manner that would materially increase Operating Costs or the pedestrian or vehicular traffic to the Premises, Building or Project, (d4) is not a governmental or quasi-governmental entity, or subdivision or agency thereof, or any other entity entitled to the defense of sovereign immunity, (e5) is not another occupant of the Project or the related complex or an Affiliate of such occupantoccupant so long as Landlord or its Affiliate has, or anticipates having in the 90 day period following the proposed date of the Transfer, sufficient available space to lease to such prospective tenant, (f6) is not currently and has not in the past been involved in litigation with Landlord or any of its Affiliates, (g7) meets Landlord’s reasonable standards for tenants of the Project and is otherwise compatible with the character of the occupancy of the Project and the related complexProject, and (h) 8) is not a person or entity with whom Landlord is then, or has been within the ninethree-month period prior to the time Tenant seeks to enter into such assignment or subletting, negotiating to lease space in the Project or the related complex or any Affiliate of any such person or entity; otherwise, Landlord may withhold its consent in its sole discretion. Additionally, Landlord may withhold its consent in its sole discretion to any proposed Transfer if any Event of Default by Tenant then exists. For the purposes of clause (h) above, “negotiating to lease space” shall mean any of the following: Landlord has received a request for proposal from a prospective tenant or its broker, Landlord has submitted a written lease proposal, or Landlord has initiated space planning for a prospective tenantis occurring. Any Transfer made while an Event of Default exists hereunder, irrespective whether Landlord’s consent is required hereunder with respect to the Transfer, shall be voidable by Landlord in Landlord’s sole discretion. In agreeing to act reasonably, Landlord is agreeing to act in a manner consistent with the standards followed by large institutional owners of commercial real estate and Landlord is permitted to consider the financial terms of the Transfer and the impact of the Transfer on Landlord’s own leasing efforts and the value of the Project. Landlord may condition its consent to a Transfer on an increase in the Security Deposit or receipt of a guaranty from a suitable party. Landlord shall not be required to act reasonably in considering any request to pledge or encumber this Lease or any interest therein.

Consent Standards. Landlord shall not unreasonably withhold its consent to any assignment of Tenant’s entire interest in this Lease or subletting of the Premises, so long as provided that the proposed transferee (a) • is creditworthy, (b) • will use the Premises for the Permitted Use (thus, excluding, without limitation, uses for credit processing and telemarketing) and will not use the Premises in any manner that would conflict with any exclusive use agreement or other similar agreement entered into by Landlord with any other tenant of the Project or the related complexComplex, (c) • will not use the Premises, Building or Project in a manner that would materially increase Operating Costs or the pedestrian or vehicular traffic to the Premises, Building or Project, (d) • is not a governmental or quasi-governmental entity, or subdivision or agency thereof, or any other entity entitled to the defense of sovereign immunity, (e) • is not another occupant of the Project or the related complex Complex or an Affiliate of such occupant, (f) • is not currently and has not in the past been involved in litigation with Landlord or any of its Affiliates, (g) • meets Landlord’s reasonable standards for tenants of the Project and is otherwise compatible with the character of the occupancy of the Project and the related complexComplex, and (h) • is not a person or entity with whom Landlord is then, or has been within the ninesix-month period prior to the time Tenant seeks to enter into such assignment or subletting, negotiating to lease space in the Project or the related complex Complex or any Affiliate of any such person or entity; otherwise, Landlord may withhold its consent in its sole discretion. Additionally, Landlord may withhold its consent in its sole discretion to any proposed Transfer if any Event of Default by Tenant then exists. For the purposes of clause (h) above, “negotiating to lease space” shall mean any of the following: Landlord has received a request for proposal from a prospective tenant or its broker, Landlord has submitted a written lease proposal, or Landlord has initiated space planning for a prospective tenant. Any Transfer made while an Event of Default exists hereunder, irrespective whether Landlord’s consent is required hereunder with respect to the Transfer, shall be voidable by Landlord in Landlord’s sole discretion. In agreeing to act reasonably, Landlord is agreeing to act in a manner consistent with the standards followed by large institutional owners of commercial real estate and Landlord is permitted to consider the financial terms of the Transfer and the impact of the Transfer on Landlord’s own leasing efforts and the value of the Project. Landlord may condition its consent to a Transfer on an increase in the Security Deposit Tenant’s Letter of Credit or receipt of a guaranty from a suitable party. Landlord shall not be required to act reasonably in considering any request to pledge or encumber this Lease or any interest therein.

Consent Standards. Landlord shall not unreasonably withhold with- hold its consent to any assignment of Tenant’s 's entire interest in this Lease or subletting of the Premises, so long as provided that the proposed transferee (a1) is creditworthy, (b2) will use the Premises for the Permitted Use (thus, excluding, without limitation, uses for credit processing and telemarketing) and will not use the Premises in any manner that would conflict with any exclusive use agreement or other similar agreement entered into by Landlord with any other tenant of the Project or the related complexProject, (c3) will not use the Premises, Building or Project in a manner that would materially increase Operating Costs or the pedestrian or vehicular traffic to the Premises, Building or Project, (d4) is not a governmental or quasi-governmental entity, or subdivision or agency thereof, or any other entity entitled to the defense of sovereign immunity, (e5) is not another occupant of the Project or the related complex or an Affiliate of such occupantoccupant so long as Landlord anticipates having in the 90 day period following the proposed date of the Transfer, sufficient available space to lease to such prospective tenant, (f6) is not currently and has not in the past been involved in litigation with Landlord or any of its Affiliates, (g7) meets Landlord’s 's reasonable standards for tenants of the Project and is otherwise compatible with the character of the occupancy of the Project and Project, (8) will not result in, either by the related complextransfer or any consideration payable to Landlord in connection therewith, an adverse effect on any real estate investment trust (or pension fund or other ownership vehicle) qualification tests applicable to Landlord or any of its Affiliates, and (h9) is not a person or entity with whom Landlord is then, or has been within the ninefour-month period prior to the time Tenant seeks to enter into such assignment or subletting, negotiating to lease space in the Project or the related complex or any Affiliate of any such person or entityentity so long as Landlord anticipates having in the 90 day period following the proposed date of the Transfer, sufficient available space to lease to such prospective tenant; otherwise, Landlord may withhold its consent in its sole discretion. Additionally, Landlord may withhold its consent in its sole discretion to any proposed Transfer if any Event of Default by Tenant then exists. For the purposes of clause (h) above, “negotiating to lease space” shall mean any of the following: Landlord has received a request for proposal from a prospective tenant or its broker, Landlord has submitted a written lease proposal, or Landlord has initiated space planning for a prospective tenant. Any Transfer made while an Event of Default exists hereunder, irrespective whether Landlord’s 's consent is required hereunder with respect to the Transfer, shall be voidable by Landlord in Landlord’s 's sole discretion. In agreeing to act reasonably, Landlord is agreeing to act in a manner consistent with the standards followed by large institutional owners of commercial real estate and Landlord is permitted to consider the financial terms of the Transfer and the impact of the Transfer on Landlord’s 's own leasing efforts and the value of the Project. Landlord may condition its consent to a Transfer on an increase in the Security Deposit or receipt of a guaranty from a suitable party. Landlord shall not be required to act reasonably in considering any request to pledge or encumber this Lease or any interest therein. For the purposes of clause (9) above, "negotiating to lease space" shall mean any of the following: Landlord has received a request for proposal from a prospective tenant or its broker, Landlord has submitted a written lease proposal or Landlord has initiated space planning for a prospective tenant.

Consent Standards. Landlord shall not unreasonably withhold its When Landlord’s consent is required, Landlord’s consent to any proposed assignment will not be unreasonably withheld. Landlord will be deemed to be reasonable in withholding its consent if (i) the proposed assignee’s financial condition is determined by the Landlord to be unacceptable based on the criteria generally used by the Landlord to screen tenants of Tenantthe Building, (ii) the proposed assignee’s entire interest in business is not suitable for the Building considering the business of existing tenants or the criteria generally used by the Landlord to screen tenants of the Building, (iii) any terms of this Lease or subletting will be violated by the assignee’s occupancy of the Premises, so long as including the use restrictions, (iv) Tenant proposes to retain any consideration to be received by it in connection with the assignment in excess of the amount payable to Landlord, (v) the proposed transferee (a) assignee is creditworthy, (b) will use the Premises for the Permitted Use (thus, excluding, without limitation, uses for credit processing and telemarketing) and will not use the Premises in any manner that would conflict with any exclusive use agreement or other similar agreement entered into by Landlord with any other tenant of the Project or the related complex, (c) will not use the Premises, Building or Project in a manner that would materially increase Operating Costs or the pedestrian or vehicular traffic to the Premises, Building or Project, (d) is not a governmental or quasi-governmental entity, or subdivision or agency thereof, or any other entity entitled to the defense of sovereign immunity, (e) is not another an occupant of the Project Building, or the related complex or an Affiliate of such occupant, (f) is not currently and has not in the past been involved in litigation with Landlord or any of its Affiliates, (g) meets Landlord’s reasonable standards for tenants of the Project and is otherwise compatible with the character of the occupancy of the Project and the related complex, and (h) is not a person or entity with whom Landlord is then, or has been within the ninesix-month period prior to the time Tenant seeks to enter into such assignment or sublettingassignment, negotiating to lease space in the Project or the related complex Building (or any Affiliate affiliate of any such person or entity; otherwise), or (vi) Landlord will be required to incur any costs or expenses in connection with the proposed assignment (excluding costs or expenses that Tenant pays or agrees to pay in connection with its request for consent). Landlord may, within 30 days after submission of Tenant’s request for Landlord’s consent to an assignment, cancel this Lease as of the date the proposed assignment is to be effective. Thereafter, Landlord may withhold its consent in its sole discretion. Additionally, Landlord may withhold its consent in its sole discretion lease the Premises to the prospective assignee (or to any proposed Transfer if any Event of Default by Tenant then exists. For the purposes of clause (hother person) above, “negotiating without liability to lease space” shall mean any of the following: Landlord has received a request for proposal from a prospective tenant or its broker, Landlord has submitted a written lease proposal, or Landlord has initiated space planning for a prospective tenant. Any Transfer made while an Event of Default exists hereunder, irrespective whether Landlord’s consent is required hereunder with respect to the Transfer, shall be voidable by Landlord in Landlord’s sole discretion. In agreeing to act reasonably, Landlord is agreeing to act in a manner consistent with the standards followed by large institutional owners of commercial real estate and Landlord is permitted to consider the financial terms of the Transfer and the impact of the Transfer on Landlord’s own leasing efforts and the value of the Project. Landlord may condition its consent to a Transfer on an increase in the Security Deposit or receipt of a guaranty from a suitable party. Landlord shall not be required to act reasonably in considering any request to pledge or encumber this Lease or any interest thereinTenant.

Consent Standards. Landlord shall not unreasonably withhold withhold, delay or condition its consent to any assignment of Tenant’s entire interest in this Lease or subletting of the Premises, so long as provided that the proposed transferee (a1) is creditworthyhas a financial condition that meets the reasonable criteria Landlord uses to select tenants for the Property having similar leasehold obligations, (b2) will use the Premises for the Permitted Use (thus, excluding, without limitation, uses for credit processing and telemarketing) and will not use the Premises in any manner that would conflict with any exclusive use agreement or other similar agreement entered into by Landlord with any other tenant of the Project or the related complexProperty that remains in effect, (c3) will not use the Premises, Building or Project Property in a manner that would materially increase Operating Costs or the pedestrian or vehicular traffic to the Premises, Building or ProjectProperty, (d4) is not a governmental Governmental Entity or quasi-governmental entityGovernmental Entity, or subdivision or agency thereof, or any other entity entitled to the defense of sovereign immunity, (e5) is not another occupant of the Project or the related complex Property or an Affiliate of such occupant, (f6) is not currently and has not in the past been involved in litigation with Landlord or any of its Affiliates, (g7) meets Landlord’s reasonable standards for tenants of the Project and is otherwise compatible with the character of the occupancy of the Project and the related complexProperty, and (h) 8) is not a person or entity Person with whom Landlord is or an Affiliate of Landlord then, or has been within the ninesix-month period prior to the time Tenant seeks to enter into such assignment or subletting, negotiating to lease space in the Project or the related complex Property or any Affiliate of any such person or entityPerson; otherwise, Landlord may withhold its consent in its sole discretion. Additionally, Landlord may withhold its consent in its sole discretion to any proposed Transfer if any Event of Default by Tenant then exists. For the purposes of clause (h) above, “negotiating to lease space” shall mean any of the following: Landlord has received a request for proposal from a prospective tenant or its broker, Landlord has submitted a written lease proposal, or Landlord has initiated space planning for a prospective tenant. Any Transfer made while an Event of Default exists hereunder, irrespective whether Landlord’s consent is required hereunder with respect to the Transfer, shall be voidable by Landlord in Landlord’s sole discretion. In agreeing to act reasonably, Landlord is agreeing to act in a manner consistent with the standards followed by large institutional owners of commercial real estate and Landlord is permitted to consider the financial terms of the Transfer and the impact of the Transfer on Landlord’s own leasing efforts and the value of the Project. Landlord may condition its consent to a Transfer on an increase in the Security Deposit or receipt of a guaranty from a suitable partyProperty. Landlord shall not be required to act reasonably in considering any request to pledge or encumber this Lease or any interest therein. For the purposes of clause (8) above, “negotiating to lease space” shall mean any of the following: Landlord has received and responded to (not necessarily in writing) a request for proposal from a prospective tenant or its broker, Landlord has submitted a written lease proposal or Landlord has initiated space planning for a prospective tenant.

Consent Standards. Landlord shall not unreasonably withhold its consent to any assignment of Tenant’s entire interest in this Lease or subletting of the Premises, so long as provided that the proposed transferee (a1) is creditworthy, (b2) has a good reputation in the business community, (3) will use the Premises for the Permitted Use (thus, excluding, without limitation, uses for credit processing and telemarketing) and will not use the Premises in any manner that would conflict with any exclusive use agreement or other similar agreement entered into by Landlord with any other tenant of the Project Building or the related complexProject, (c4) will not use the Premises, Building or Project in a manner that would materially increase Operating Costs or the pedestrian or vehicular traffic to the Premises, Building or Project, (d5) is not a governmental or quasi-governmental entity, or subdivision or agency thereof, or any other entity entitled to the defense of sovereign immunity, (e6) is not another occupant of the Project Building or the related complex or an Affiliate of such occupantProject, (f7) is not currently and has not in compliance with the past been involved in litigation with Landlord or any of its Affiliates, (g) meets Landlord’s reasonable standards for tenants regulations of the Project and is otherwise compatible with the character Office of Foreign Assets Control (“OFAC”) of the occupancy Department of the Project Treasury (including those named on OFAC’s Specially Designated Nationals and Blocked Persons List) and any statute, executive order (including the related complexSeptember 24, 2001, Executive Order 11 Approved Texas Industrial Lease Form Based On Master Lease Version 22 Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism), or other governmental action relating thereto; and (h) 8) is not a person or entity with whom Landlord is then, or has been within the ninesix-month period prior to the time Tenant seeks to enter into such assignment or subletting, negotiating to lease space in the Project Building or the related complex Project, or any Affiliate of any such person or entity; otherwise, Landlord may withhold its consent in its sole discretion. Additionally, Landlord may withhold its consent in its sole discretion to any proposed Transfer if any Event of Default by Tenant then exists. For the purposes of clause (h) above, “negotiating to lease space” shall mean any of the following: Landlord has received a request for proposal from a prospective tenant or its broker, Landlord has submitted a written lease proposal, or Landlord has initiated space planning for a prospective tenant. Any Transfer made while an Event of Default exists hereunder, irrespective whether Landlord’s consent is required hereunder with respect to the Transfer, shall be voidable by Landlord in Landlord’s sole discretion. In agreeing to act reasonably, Landlord is agreeing to act in a manner consistent with the standards followed by large institutional owners of commercial real estate and Landlord is permitted to consider the financial terms of the Transfer and the impact of the Transfer on Landlord’s own leasing efforts and the value of the Project. Landlord may condition its consent to a Transfer on an increase in the Security Deposit or receipt of a guaranty from a suitable party. Landlord shall not be required to act reasonably in considering any request to pledge or encumber this Lease or any interest therein.

Consent Standards. Landlord shall not unreasonably withhold withhold, condition or delay its consent to any assignment of Tenant’s entire interest in this Lease or subletting of the Premises, so long as provided that Tenant is not then in default under the Lease beyond any applicable notice and cure period and the proposed transferee transferee: (a1) is creditworthy, ; (b2) has a good reputation in the business community; (3) will use the Premises for the Permitted Use (thus, excluding, excluding without limitation, uses for credit processing and telemarketing) and will not use the Premises in any manner that would conflict with any exclusive use agreement or other similar agreement entered into by Landlord with any other tenant of the Project or the related complex, Project; (c4) will not use the Premises, Building Premises or the Project in a manner that would materially increase Operating Costs or the pedestrian or vehicular traffic to the Premises, Building Premises or the Project, ; (d5) is not a governmental or quasi-governmental entity, entity or subdivision or agency thereof, or any other entity entitled to the defense of sovereign immunity, ; (e6) is not another occupant of the Project or the related complex or an Affiliate of such occupantBuilding, (f) is not currently and provided that Landlord has not comparable vacant space in the past been involved in litigation with Landlord or Building to offer to such other occupant; provided, however that if such other occupant is located on the same floor as any of its Affiliates, (g) meets Landlord’s reasonable standards for tenants increment of the Project and Premises, then Landlord shall not withhold consent to a Transfer to such same floor occupant solely on the basis that such transferee is otherwise compatible with the character an occupant of the occupancy of the Project and the related complex, Building; and (h7) is not a person or entity with whom Landlord is then, or has been within the nine-month three (3)-month period prior to the time Tenant seeks to enter into such assignment or subletting, negotiating to lease space in the Project or the related complex Building, or any Affiliate of any such person or entity, provided that Landlord has comparable vacant space in the Building to offer to such other person or entity (all of the foregoing Section 10(b)(1) through Section 10(b)(7) being deemed reasonable bases for withholding consent); otherwise, Landlord may withhold its consent in its sole discretion. Additionally, Landlord may withhold its shall have no obligation to consent in its sole discretion to any proposed requested Transfer if any Event of Default by Tenant is then exists. For the purposes of clause (h) above, “negotiating to lease space” shall mean any of the following: Landlord has received a request for proposal from a prospective tenant or its broker, Landlord has submitted a written lease proposal, or Landlord has initiated space planning for a prospective tenant. Any Transfer made while an Event of Default exists hereunder, irrespective whether Landlord’s consent is required hereunder with respect to the Transfer, shall be voidable by Landlord in Landlord’s sole discretion. In agreeing to act reasonably, Landlord is agreeing to act in a manner consistent with the standards followed by large institutional owners of commercial real estate and Landlord is permitted to consider the financial terms of the Transfer and the impact of the Transfer on Landlord’s own leasing efforts and the value of the Project. Landlord may condition its consent to a Transfer on an increase in the Security Deposit or receipt of a guaranty from a suitable party. Landlord shall not be required to act reasonably in considering any request to pledge or encumber default under this Lease or beyond any interest thereinapplicable notice and cure period.

Consent Standards. Landlord shall not unreasonably withhold its consent to any assignment of Tenant’s entire interest in this Lease or subletting of the Premises, so long as provided that the proposed transferee (a) is creditworthy, (b) will use the Premises for the Permitted Use (thus, excluding, without limitation, uses for credit processing and telemarketing) and will not use the Premises in any manner that would conflict with any exclusive use agreement or other similar agreement entered into by Landlord with any other tenant of the Project or the related complexProject, (c) will not use the Premises, Building or Project in a manner that would materially increase Operating Costs or the pedestrian or vehicular traffic to the Premises, Building or Project, (d) is not a governmental or quasi-quasi- governmental entity, or subdivision or agency thereof, or any other entity entitled to the defense of sovereign immunity, (e) is not another occupant of the Project or the related complex or an Affiliate of such occupant, (f) is not currently and has not in the past been involved in litigation with Landlord or any of its Affiliates, (g) meets Landlord’s reasonable standards for tenants of the Project and is otherwise compatible with the character of the occupancy of the Project and the related complexProject, and (h) is not a person or entity with whom Landlord is then, or has been within the ninesix-month period prior to the time Tenant seeks to enter into such assignment or subletting, negotiating to lease space in the Project or the related complex or any Affiliate of any such person or entity; otherwise, Landlord may withhold its consent in its sole discretion. Additionally, Landlord may withhold its consent in its sole discretion to any proposed Transfer if any Event of Default by Tenant then exists. For the purposes of clause (h) above, “negotiating to lease space” shall mean any of the following: Landlord has received a request for proposal from a prospective tenant or its broker, Landlord has submitted a written lease proposal, or Landlord has initiated space planning for a prospective tenant. Any Transfer made while an Event of Default exists hereunder, irrespective whether Landlord’s consent is required hereunder with respect to the Transfer, shall be voidable by Landlord in Landlord’s sole discretion. In agreeing to act reasonably, Landlord is agreeing to act in a manner consistent with the standards followed by large institutional owners of commercial real estate and Landlord is permitted to consider the financial terms of the Transfer and the impact of the Transfer on Landlord’s own leasing efforts and the value of the Project. Landlord may condition its consent to a Transfer on an increase in the Security Deposit or receipt of a guaranty from a suitable party. Landlord shall not be required to act reasonably in considering any request to pledge or encumber this Lease or any interest therein.

Consent Standards. Landlord shall not unreasonably withhold withhold, condition or delay its consent to any assignment of Tenant’s entire interest in this Lease or subletting of all or a portion of the Premises, so long provided that Tenant is not then in default under the Lease beyond any applicable notice and cure period and the proposed transferee: (1) can reasonably perform its required financial obligations under the Lease or sublease, as the proposed transferee case may be, taking into account Tenant’s continuing liability; (a2) is creditworthy, [intentionally omitted]; (b3) will use the Premises for the Permitted Use Use; (thus, excluding, without limitation, uses for credit processing and telemarketing4) and will not use the Premises in any manner that would conflict with any exclusive use agreement or other similar agreement entered into by Landlord with any other tenant of the Project or the related complex, [intentionally omitted]; (c) will not use the Premises, Building or Project in a manner that would materially increase Operating Costs or the pedestrian or vehicular traffic to the Premises, Building or Project, (d5) is not a governmental or quasi-governmental entity, or subdivision or agency thereof, or any other entity entitled ; (6) if Landlord has vacant space in the Building comparable to the defense Premises (in the case of sovereign immunityan assignment of this Lease) or the proposed sublease premises that will be available for the duration of the Term of this Lease or sublease term, (e) as applicable and the assignee or subtenant, as the case may be, is not another occupant tenant of the Project Building or the related complex or an Affiliate of such occupantComplex, (f) is not currently and has not in the past been involved in litigation with Landlord or any of its Affiliates, (g) meets Landlord’s reasonable standards for tenants of the Project and is otherwise compatible with the character of the occupancy of the Project and the related complex, as applicable; and (h7) is not a person or entity with whom Landlord is then, or has been entered into a letter of intent to lease comparable space in the Building within the nine-month three (3)-month period prior to the time Tenant seeks to enter into such assignment or subletting. If the proposed assignee or sublessee does not meet any of the foregoing requirements (1) through (7), negotiating to lease space in the Project or the related complex or any Affiliate of any such person or entity; otherwise, then Landlord may withhold its consent in its sole discretion. Additionally; otherwise, Landlord may shall not unreasonably withhold, condition or delay its consent to any assignment of this Lease or subletting of all or a portion of the Premises by Tenant. Notwithstanding the foregoing, it shall be a reasonable basis for Landlord to withhold its consent in its sole discretion to any proposed Transfer if any Event Tenant tenders for Landlord’s approval an assignment of Default by Tenant then exists. For the purposes of clause (h) abovethis Lease, “negotiating to lease space” shall mean any or a sublease of the following: Landlord has received Premises or any part of the Premises or a request license agreement for proposal from the use and occupancy of the Premises or any part of the Premises, to a prospective tenant proposed assignee/subtenant/licensee whose proposed use or its broker, Landlord has submitted operation in the Premises may or will cause a written lease proposal, or Landlord has initiated space planning for a prospective tenant. Any Transfer made while an Event of Default exists hereunder, irrespective whether Landlord’s consent is required hereunder with respect material adverse change to the Transfer, shall be voidable by Landlord in LandlordBuilding’s sole discretion. In agreeing to act reasonably, Landlord is agreeing to act in a manner consistent with the standards followed by large institutional owners of commercial real estate operations and Landlord is permitted to consider the financial terms of the Transfer and the impact of the Transfer on Landlord’s own leasing efforts and the value of the Project. Landlord may condition its consent to a Transfer on an increase in the Security Deposit or receipt of a guaranty from a suitable party. Landlord shall not be required to act reasonably in considering any request to pledge or encumber this Lease or any interest thereinutility consumption.

Consent Standards. Landlord shall not unreasonably withhold its consent to any assignment of Tenant’s entire interest in this Lease or subletting of the Premises, so long as provided that the proposed transferee (a1) is creditworthy, (b2) has a good reputation in the business community, (3) will use the Premises for the Permitted Use (thus, excluding, without limitation, uses for credit processing and telemarketing) and will not use the Premises in any manner that would conflict with any exclusive use agreement or other similar agreement entered into by Landlord with any other tenant of the Project Building or the related complexComplex, (c4) will not use the Premises, Building or Project in a manner that would materially increase Operating Costs or the pedestrian or vehicular traffic to the Premises, Building or Project, (d5) is not a governmental or quasi-governmental entity, or subdivision or agency thereof, or any other entity entitled to the defense of sovereign immunity, (e6) is not another occupant of the Project Building or the related complex or an Affiliate of such occupantComplex, (f7) is not currently and has not in compliance with the past been involved in litigation with Landlord or any of its Affiliates, (g) meets Landlord’s reasonable standards for tenants regulations of the Project and is otherwise compatible with the character Office of Foreign Asset Control (“OFAC”) of the occupancy Department of the Project Treasury (including those named on OFAC’s Specially Designated Nationals and Blocked Persons List) and any statute, executive order (including the related complexSeptember 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism), or other governmental action relating thereto; and (h) 8) is not a person or entity with whom Landlord is then, or has been within the ninesix-month period prior to the time Tenant seeks to enter into such assignment or subletting, negotiating to lease space in the Project Building or the related complex Complex or any Affiliate of any such person or entity; otherwise, Landlord may withhold its consent in its sole discretion. Additionally, Landlord may withhold its consent in its sole discretion to any proposed Transfer if any Event of Default by Tenant then exists. For the purposes of clause (h) above, “negotiating to lease space” shall mean any of the following: Landlord has received a request for proposal from a prospective tenant or its broker, Landlord has submitted a written lease proposal, or Landlord has initiated space planning for a prospective tenant. Any Transfer made while an Event of Default exists hereunder, irrespective whether Landlord’s consent is required hereunder with respect to the Transfer, shall be voidable by Landlord in Landlord’s sole discretion. In agreeing to act reasonably, Landlord is agreeing to act in a manner consistent with the standards followed by large institutional owners of commercial real estate and Landlord is permitted to consider the financial terms of the Transfer and the impact of the Transfer on Landlord’s own leasing efforts and the value of the Project. Landlord may condition its consent to a Transfer on an increase in the Security Deposit or receipt of a guaranty from a suitable party. Landlord shall not be required to act reasonably in considering any request to pledge or encumber this Lease or any interest therein.

Consent Standards. Landlord Except as otherwise expressly provided in Section 15.4, Tenant shall not unreasonably withhold its consent to any assignment of Tenant’s entire interest in this Lease or subletting of the Premises, so long as the proposed transferee (a) is creditworthy, (b) will use the Premises for the Permitted Use (thus, excludingnot, without limitation, uses for credit processing and telemarketing) and will not use the Premises in any manner that would conflict with any exclusive use agreement prior written consent of Landlord (which may be given or other similar agreement entered into by Landlord with any other tenant of the Project or the related complex, (c) will not use the Premises, Building or Project in a manner that would materially increase Operating Costs or the pedestrian or vehicular traffic to the Premises, Building or Project, (d) is not a governmental or quasi-governmental entity, or subdivision or agency thereof, or any other entity entitled to the defense of sovereign immunity, (e) is not another occupant of the Project or the related complex or an Affiliate of such occupant, (f) is not currently and has not in the past been involved in litigation with Landlord or any of its Affiliates, (g) meets Landlord’s reasonable standards for tenants of the Project and is otherwise compatible with the character of the occupancy of the Project and the related complex, and (h) is not a person or entity with whom Landlord is then, or has been within the nine-month period prior to the time Tenant seeks to enter into such assignment or subletting, negotiating to lease space in the Project or the related complex or any Affiliate of any such person or entity; otherwise, Landlord may withhold its consent in its sole discretion. Additionally, Landlord may withhold its consent in its sole discretion to any proposed Transfer if any Event of Default by Tenant then exists. For the purposes of clause (h) above, “negotiating to lease space” shall mean any of the following: Landlord has received a request for proposal from a prospective tenant or its broker, Landlord has submitted a written lease proposal, or Landlord has initiated space planning for a prospective tenant. Any Transfer made while an Event of Default exists hereunder, irrespective whether Landlord’s consent is required hereunder with respect to the Transfer, shall be voidable by Landlord withheld in Landlord’s sole and absolute discretion. In agreeing ) and Ground Lessor to act reasonablythe extent required pursuant to the Ground Lease, Landlord is agreeing to act in a manner consistent with the standards followed by large institutional owners of commercial real estate and Landlord is permitted to consider the financial terms of the Transfer and the impact of the Transfer on Landlord’s own leasing efforts and the value of the Project. Landlord may condition its consent to a Transfer on an increase in the Security Deposit or receipt of a guaranty from a suitable party. Landlord shall not be required to act reasonably in considering any request to pledge (a) assign, transfer, or encumber this Lease or any estate or interest thereinherein, whether directly or by operation of Law, except for Permitted Mortgages, which shall be controlled by Section 9.3 hereof; (b) permit any other entity to become Tenant hereunder by merger, consolidation, or other reorganization, (c) if Tenant is an entity other than a corporation whose stock is publicly traded, permit the transfer of an ownership interest in Tenant so as to result in a change in the current control of Tenant (it being acknowledged by Tenant that a change in control of Tenant shall be deemed to occur if the persons or entities that, directly or indirectly, who either have the power to make decisions regarding material matters relating to Tenant’s business or who own the majority of Tenant’s equity interest [taking into account any preference for returns of and returns on equity], cease to be the same persons or entities that currently have such power or equity interests), (d) sublet any portion of the Property, (e) grant any license, concession, or other right of occupancy of any portion of the Property, (f) permit the use of the Property by any parties other than Tenant, or (g) sell or otherwise transfer, in one or more transactions, a majority of Tenant’s assets (any of the events listed in Sections 15.1(a) through 15.1(g) being a “Transfer”). Notwithstanding the foregoing, neither (1) any change in the ownership of Tenant relating to Bxxxx Capital Investors LLC’s interest in Tenant or the ownership interests of Bxxxx Capital Investors LLC nor (2) any change in the stock ownership of Tenant’s manager, iBio Inc., whose stock is publicly traded, shall constitute a Transfer for purposes of this Lease.

Consent Standards. Landlord shall not unreasonably withhold its consent to any assignment of Tenant’s entire interest in this Lease or subletting of the Premises, so long as provided that the proposed transferee (a) is creditworthy, (b) will use the Premises for the Permitted Use (thus, excluding, without limitation, uses for credit processing processing, telemarketing, and telemarketingco-working) and will not use the Premises in any manner that would conflict with any exclusive use agreement or other similar agreement entered into by Landlord with any other tenant of the Project or the any related complex, (c) will not use the Premises, Building or Project in a manner that would materially increase Operating Costs or the pedestrian or vehicular traffic to the Premises, Building or Project, (d) is not a governmental or quasi-governmental entity, or subdivision or agency thereof, or any other entity entitled to the defense of sovereign immunity, (e) is not another occupant of the Project or the any related complex or an Affiliate of such occupant, (f) is not currently and has not in the past been involved in litigation with Landlord or any of its Affiliates, (g) meets Landlord’s reasonable standards for tenants of the Project and any related complex and is otherwise compatible with the character of the occupancy of the Project and the any related complex, and (h) is not a person or entity with whom Landlord is then, or has been within the nine-month period prior to the time Tenant seeks to enter into such assignment or subletting, negotiating to lease space in the Project or the any related complex or any Affiliate of any such person or entity; otherwise, Landlord may withhold its consent in its sole discretion. Additionally, Landlord may withhold its consent in its sole discretion to any proposed Transfer if any Event of Default by Tenant then exists. For the purposes of clause (h) above, “negotiating to lease space” shall mean any of the following: Landlord has received a request for proposal from a prospective tenant or its broker, Landlord has submitted a written lease proposal, or Landlord has initiated space planning for a prospective tenant. Any Transfer made while an Event of Default exists hereunder, irrespective whether Landlord’s consent is required hereunder with respect to the Transfer, shall be voidable by Landlord in Landlord’s sole discretion. In agreeing to act reasonably, Landlord is agreeing to act in a manner consistent with the standards followed by large institutional owners of commercial real estate and Landlord is permitted to consider the financial terms of the Transfer and the impact of the Transfer on Landlord’s own leasing efforts and the value of the Project. Landlord may condition its consent to a Transfer on an increase in the Security Deposit or receipt of a guaranty from a suitable party. Landlord shall not be required to act reasonably in considering any request to pledge or encumber this Lease or any interest therein.

Consent Standards. Notwithstanding the foregoing, Landlord shall not unreasonably withhold its consent to any assignment of Tenant’s entire interest in this Lease or subletting of the Premises, so long as provided that the proposed transferee (a) is creditworthy, (b) will use the Premises for the Permitted Use (thus, excluding, without limitation, uses for credit processing and telemarketing) and will not use the Premises in any manner that would conflict with any exclusive use agreement or other similar agreement entered into by Landlord with any other tenant of the Project or the related complex, (c) will not use the Premises, Building or Project in a manner that would materially increase Operating Costs or the pedestrian or vehicular traffic to the Premises, Building or Project, (d) is not a governmental or quasi-governmental entity, or subdivision or agency thereof, or any other entity entitled to the defense of sovereign immunity, (e) is not another occupant of the Project or the related complex or an Affiliate of such occupant[omitted], (f) is not currently and has not in the past been involved in litigation with Landlord or any of its Affiliates, (g) meets Landlord’s reasonable standards for tenants of the Project and is otherwise compatible with the character of the occupancy of the Project and the related complex, and (h) is not a person or entity with whom Landlord is then, or has been within the nineimmediately preceding three-month period prior to the time Tenant seeks to enter into such assignment or subletting, negotiating to lease space in the Project or the related complex or any Affiliate of any such person or entity; otherwise, Landlord may withhold its consent in its sole discretion. Additionally, Landlord may withhold its consent in its sole discretion to any proposed Transfer if any Event of Default by Tenant then exists. For the purposes Any Transfer made in violation of clause (h) abovethis Section 10 shall be void, “negotiating to lease space” shall mean and any of the following: Landlord has received a request for proposal from a prospective tenant or its broker, Landlord has submitted a written lease proposal, or Landlord has initiated space planning for a prospective tenant. Any Transfer made while an Event of Default exists hereunder, irrespective whether LandlordXxxxxxxx’s consent is required hereunder with respect to the Transfer, shall be voidable by Landlord in Landlord’s sole discretion. In agreeing to act reasonably, Landlord Xxxxxxxx is agreeing to act in a manner consistent with the standards followed by large institutional owners of commercial real estate and Landlord is permitted to consider the financial terms of the Transfer and the impact of the Transfer on Landlord’s own leasing efforts and the value of the Project. Landlord may condition its consent to a Transfer on an increase in the Security Deposit or receipt of a guaranty from a suitable party. Landlord shall not be required to act reasonably in considering any request to pledge or encumber this Lease or any interest therein.