Common use of Grounds for Withholding Consent Clause in Contracts

Grounds for Withholding Consent. If Landlord, upon receiving Tenant’s notice with respect to any such space, does not exercise its right to terminate as aforesaid, Landlord will not unreasonably withhold or delay its consent to Tenant’s assignment of this Lease or subletting the space covered by Tenant’s notice. Landlord shall not be deemed to have unreasonably withheld its consent to a proposed assignment of this Lease or to a proposed sublease of part or all of the Premises if its consent is withheld because: (i) Tenant is then in uncured default hereunder of which Tenant has been notified in writing; (ii) termination of this Lease or termination of Tenant’s right of possession shall have occurred under Section 19 or any notice of termination of this Lease shall have been given under any other provision of this Lease; (iii) either the portion of the Premises which Tenant proposes to sublease, or the remaining portion of the Premises, or the means of ingress or egress to either the portion of the Premises which Tenant proposes to sublease or the remaining portion of the Premises is of such nature that it will violate any applicable Law, is of such accessibility, size or irregular shape so as not to be suitable for normal renting purposes as space on a multi-tenant floor within the Building; (iv) the proposed use of the Premises by the proposed assignee or subtenant does not conform with the use set forth in Section 6 hereof, or will violate any applicable Law, will impose any obligation upon Landlord or increase Landlord’s obligations under or cost of compliance with any Laws, or will violate any exclusive right Landlord has granted or contemplates granting in the future to any tenant of any part of the Project; (v) in the reasonable judgment of Landlord the proposed assignee or subtenant is of a character or is engaged in a business which would be deleterious to the reputation of the Project, Landlord or any of the constituent members of Landlord; (vi) in the reasonable judgment of Landlord, the proposed assignee or subtenant is not sufficiently financially responsible to perform its obligations under the proposed assignment or sublease; (vii) the proposed assignee or subtenant is a government (or subdivision or agency thereof); or (viii) the proposed assignee or subtenant is an occupant of the Development or is a person or entity Landlord is then dealing with or has dealt with during the prior twelve (12) months with regard to leasing of space in the Development; provided, however, that the foregoing are merely examples of reasons for which Landlord may withhold its consent and shall not be deemed exclusive of any permitted reasons for reasonably withholding consent, whether similar or dissimilar to the foregoing examples, and Landlord may consider all relevant factors in determining whether to give or withhold its consent. Tenant agrees that all advertising by Tenant or on Tenant’s behalf with respect to the assignment of this Lease or subletting of any part of the Premises must be approved in writing by Landlord prior to publication.

Grounds for Withholding Consent. If Landlord, upon receiving Tenant’s notice with respect to any such space, does not exercise its right to terminate as aforesaidaforesaid or is not entitled to do so, Landlord will not unreasonably withhold or delay its consent to Tenant’s assignment of this Lease lease or subletting the space covered by Tenant’s notice. Landlord shall not be deemed to have unreasonably withheld its consent to a proposed assignment of this Lease lease or to a proposed sublease of part or all of the Premises if its consent is withheld because: (i) any monetary default or any other uncured Default by Tenant shall then exist (which shall no longer be a basis for withholding consent if such default or Default is then in uncured default hereunder of which Tenant has been notified in writingcured); (ii) any notice of termination of this Lease lease or termination of Tenant’s right of possession shall have occurred under Section 19 or any notice of termination of this Lease shall have been given under any other provision of this LeaseSection 19; (iii) either the portion of the Premises which Tenant proposes to sublease, or the remaining portion of the Premises, or the means of ingress or egress to either the portion of the Premises which Tenant proposes to sublease or the remaining portion of the Premises is of such nature that it will violate any applicable Law, is of such accessibility, size or irregular shape so as not to be suitable for normal renting purposes as space on a multi-tenant floor within the Building; (iv) the proposed use of the Premises by the proposed assignee or subtenant does not conform with the use set forth in Section 6 hereof, or will violate any applicable Law, will impose any obligation upon Landlord or increase Landlord’s obligations under or cost of compliance with any Laws, or will violate any exclusive right Landlord has granted or contemplates granting in the future to any tenant of any part of the Project; (v) in the reasonable judgment of Landlord the proposed assignee or subtenant is of a character or is engaged in a business which would be deleterious to the reputation of the Project, Landlord or any of the constituent members of Landlord; (vi) in the reasonable judgment of Landlord, the proposed assignee or subtenant is not sufficiently financially responsible to perform its obligations under the proposed assignment or sublease; (vii) the proposed assignee or subtenant is a government (or subdivision or agency thereof); or (viii) the proposed assignee or subtenant is an occupant of the Development or is a person or entity Building and Landlord is then dealing with or has dealt with during the prior twelve (12) months with regard to leasing of space in the Developmentavailable and suitable for it; provided, however, that the foregoing are merely examples of reasons for which Landlord may withhold its consent and shall not be deemed exclusive of any permitted reasons for reasonably withholding consent, whether similar or dissimilar to the foregoing examples, and Landlord may consider all relevant factors in determining whether to give or withhold its consent. Tenant agrees that all advertising by Tenant or on Tenant’s behalf with respect to the assignment of this Lease lease or subletting of any part of the Premises must be approved in writing by Landlord prior to publication, which approval shall not apply to the quoted rent, and shall not be unreasonably withheld or delayed.

Grounds for Withholding Consent. If Landlord, upon receiving Tenant’s 's ------------------------------- notice with respect to any such space, does not exercise its right to terminate as aforesaid, . Landlord will not unreasonably withhold or delay its consent to Tenant’s 's assignment of this Lease lease or subletting the space covered by Tenant’s 's notice. Landlord shall not be deemed to have unreasonably withheld its consent to a proposed assignment of this Lease lease or to a proposed sublease of part or all of the Premises if its consent is withheld because: (i) Tenant is then in uncured default hereunder of which Tenant has been notified in writinghereunder; (ii) termination of this Lease or termination of Tenant’s right of possession shall have occurred under Section 19 or any notice of termination of this Lease lease or termination of Tenant's right of possession shall have been given under any other provision of this LeaseSection 19; (iii) either the portion of the Premises which Tenant proposes to sublease, or the remaining portion of the Premises, or the means of ingress or egress to either the portion of the Premises which Tenant proposes to sublease or the remaining portion of the Premises is of such nature that it will violate any applicable Law, is of such accessibility, size or irregular shape so as not to be suitable for normal renting purposes as space on a multi-tenant floor within the Building; (iv) the proposed use of the Premises by the proposed assignee or subtenant does not conform with the use set forth in Section 6 hereof, or will violate any applicable Law, will impose any obligation obligation, upon Landlord or increase Landlord’s 's obligations under or cost of compliance with any Laws, or will violate any exclusive right Landlord has granted or contemplates granting in the future to any tenant of any part of the Project; Project (v) in the reasonable judgment of Landlord the proposed assignee or subtenant is of a character or is engaged in a business which would be deleterious to the reputation of the Project, . Landlord or any of the constituent members beneficiaries of Landlord; (vi) in the reasonable judgment of Landlord, the proposed assignee or subtenant is not sufficiently financially responsible to perform its obligations under the proposed assignment or sublease; (vii) the proposed assignee or subtenant is a government (or subdivision or agency thereof); or (viii) the proposed assignee or subtenant is an occupant of the Development Building or is a person or entity Landlord is then dealing with or has dealt with during the prior twelve (12) months with regard to leasing of space in the DevelopmentBuilding; provided, however, that the foregoing are merely examples of reasons for which Landlord may withhold its consent and shall not be deemed exclusive of any permitted reasons for reasonably withholding consent, whether similar or dissimilar to the foregoing examples, and Landlord may consider all relevant factors in determining whether to give or withhold its consent. Tenant agrees that all advertising by Tenant or on Tenant’s 's behalf with respect to the assignment of this Lease lease or subletting of any part of the Premises must be approved in writing by Landlord prior to publication.

Grounds for Withholding Consent. If Landlord, upon receiving Tenant’s notice with respect to any such space, does not exercise its right to terminate as aforesaid, Landlord will not unreasonably withhold or delay its consent to Tenant’s proposed assignment of this Lease or subletting of the space covered by Tenant’s noticenotice to a “REPUTABLE TENANT”, as hereinafter defined. Without limiting the grounds on which it may be reasonable for Landlord to withhold its consent, Landlord shall not be deemed to have unreasonably withheld its consent to a proposed assignment of this Lease or to a proposed sublease of part or all of the Premises if its consent is withheld because: (i) Tenant is then in uncured default hereunder of which (provided that if the default is cured within applicable cure periods, Tenant has been notified in writingshall again have the right to propose the assignment or subletting to Landlord for its consent hereunder); (ii) termination the proposed assignee or sublessee is a governmental or quasi-governmental agency, foreign or domestic, and its status as a governmental or quasi- governmental agency will in any way effect the obligations of this Lease Tenant (or termination of Tenant’s right of possession shall have occurred under Section 19 such assignee or any notice of termination of this Lease shall have been given under any other provision of this Leasesublessee) to pay or reimburse Landlord for Taxes; (iii) either the portion proposed assignee or sublessee is a tenant in the Building (and Landlord has space available or coming available within the Building sufficient to accommodate the proposed subtenant within three (3) months of the Premises which Tenant proposes to sublease, or the remaining portion commencement date of the Premisesproposed sublease) or a party with whom Landlord is negotiating a lease of space in the Building with (provided that if Landlord withholds consent because Landlord is negotiating with the assignee or sublessee, or the means of ingress or egress to either the portion Landlord shall provide Tenant with written evidence of the Premises terms upon which Tenant proposes to sublease Landlord and the assignee or the remaining portion sublessee are negotiating a lease of the Premises is of such nature that it will violate any applicable Law, is of such accessibility, size or irregular shape so as not to be suitable for normal renting purposes as space on a multi-tenant floor within in the Building); (iv) the assignment or sublease would violate any of the terms of this Lease; or (v) the proposed use would be inconsistent with the nature of the Premises by Building. As used herein, the term “REPUTABLE TENANT” shall mean, with respect to any proposed assignee or subtenant, an assignee or subtenant does not conform with the use set forth that in Section 6 hereof, or will violate any applicable Law, will impose any obligation upon Landlord or increase Landlord’s obligations under or cost of compliance with any Lawsreasonable judgment, or will violate any exclusive right Landlord has granted or contemplates granting in the future to any tenant of any part satisfies all of the Project; following criteria: (vi) the financial condition of the transferee (a) in the case of an assignment is in Landlord’s judgment (1) sufficient to enable the assignee to perform its obligations under this Lease and (2) is either equal to or greater than Tenant’s and each entity remaining liable on the Lease as of the date of the assignment or if the assignee’s financial condition is not equal to or greater than Tenant’s (and each entity remaining liable on the Lease) as of the date of the assignment, then the assignee’s financial condition must be sufficient in Landlord’s reasonable judgment of Landlord judgment, to preclude any increase in the proposed assignee or subtenant is of a character or is engaged in a business which would be deleterious interest rate applicable to the reputation of any debt secured by the Project, Landlord or to preclude any of adverse impact on Landlord’s ability to finance or refinance the constituent members of Landlord; Project at rates and on terms equivalent to those that would be available if Tenant had remained the tenant under the Lease, or (vib) in the reasonable judgment case of Landlorda subletting, is sufficient to enable the proposed assignee or subtenant is not sufficiently financially responsible transferee to perform its obligations under the proposed assignment or sublease; (viiii) the proposed assignee transferee has not in the five (5) year period immediately preceding the assignment or subtenant is a government subletting been the subject of any state or federal bankruptcy, insolvency or other similar proceeding, and has not within the five (5) year period made an assignment for the benefit of creditors, admitted its inability to pay its debts when due, or subdivision or agency thereof)taken any other similar actions; or and (viiiiii) the proposed assignee or subtenant transferee has a use which is an occupant consistent with the use permitted under this Lease and with the first class nature of the Development Building. Notwithstanding anything to the contrary herein, so long as Landlord has approximately comparable space in the Building available for lease or coming available for lease in the Building within three (3) months of the proposed commencement date of any sublease, Tenant shall not have the right to offer to sublease or to enter into a sublease for all or any portion of the Premises (except for a sublease permitted pursuant to Section 17.I), which offer or sublease is for a person or entity net effective rental which is less than the net effective rental that Landlord is then dealing with or has dealt with during the prior twelve (12) months with regard to leasing of quoting for space in the Development; provided, however, that the foregoing are merely examples of reasons for which Landlord may withhold its consent and shall not be deemed exclusive of any permitted reasons for reasonably withholding consent, whether similar or dissimilar to the foregoing examplesBuilding, and Landlord may consider all relevant factors shall have no obligation to approve any such sublease which has a net effective rental rate which is less than the net effective rental rate which Landlord is quoting for space in determining whether to give or withhold its consent. Tenant agrees that all advertising by Tenant or on Tenant’s behalf with respect to the assignment of this Lease or subletting of any part of the Premises must be approved in writing by Landlord prior to publicationBuilding.

Grounds for Withholding Consent. If Landlord, upon receiving Tenant’s 's notice with respect to any such space, does not exercise its right to terminate as aforesaid, Landlord will not unreasonably withhold or delay its consent to Tenant’s 's assignment of this Lease lease or subletting the space covered by Tenant’s 's notice. Landlord shall not be deemed to have unreasonably withheld its consent to a proposed assignment of this Lease lease or to a proposed sublease of part or all of the Premises if its consent is withheld because: (i) Tenant is then in uncured default beyond applicable notice and cure periods hereunder of which (provided that if Tenant has been notified is then in writingdefault under this lease, Landlord shall have the right to condition any consent to a proposed assignment or subletting to Tenant first having cured such default); (ii) termination of this Lease or termination of Tenant’s right of possession shall have occurred under Section 19 or any notice of termination of this Lease lease or termination of Tenant's right of possession shall have been given under any other provision of this LeaseSection 19; (iii) either the portion of the Premises which Tenant proposes to sublease, or the remaining portion of the Premises, or the means of ingress or egress to either the portion of the Premises which Tenant proposes to sublease or the remaining portion of the Premises is of such nature that it will violate any applicable Law, is of such accessibility, size or irregular shape so as not to be suitable for normal renting purposes as space on a multi-tenant floor within the Building; (iv) the proposed use of the Premises by the proposed assignee or subtenant does not conform with the use set forth in Section 6 hereof, or will violate any applicable Law, will impose any obligation upon Landlord or increase Landlord’s 's obligations under or cost of compliance with any Laws, or will violate any exclusive right Landlord has granted or contemplates granting in the future to any tenant of any part of the Project; (v) in the reasonable judgment of Landlord the proposed assignee or subtenant is of a character or is engaged in a business which would be deleterious to the reputation of the Project, Landlord or any of the constituent members of Landlord; (vi) in the reasonable judgment of Landlord, the proposed assignee or subtenant is not sufficiently financially responsible to perform its obligations under the proposed assignment or sublease; (vii) the proposed assignee or subtenant is a government (or subdivision or agency thereof); or (viii) the proposed assignee or subtenant is an occupant of the Development or is a person or entity Landlord is then dealing with or has dealt with during the prior twelve (12) months with regard to leasing of space in the Development; provided, however, that the foregoing are merely examples of reasons for which Landlord may withhold its consent and shall not be deemed exclusive of any permitted reasons for reasonably withholding consent, whether similar or dissimilar to the foregoing examples, and Landlord may consider all relevant factors in determining whether to give or withhold its consent. Tenant agrees that all advertising by Tenant or on Tenant’s behalf with respect to the assignment of this Lease or subletting of any part of the Premises must be approved in writing by Landlord prior to publication.a

Grounds for Withholding Consent. If Landlord, upon receiving Tenant’s notice with respect to any such space, does not exercise its right to terminate as aforesaid, Landlord will not unreasonably withhold or delay its consent to Tenant’s assignment of this Lease or subletting the space covered by Tenant’s notice. Landlord shall not be deemed to have unreasonably withheld its consent to a proposed assignment of this Lease or to a proposed sublease of part or all of the Demised Premises if its consent is withheld because: (i) Tenant is then in uncured default hereunder of which (it being understood that if Tenant has been notified is then in writingdefault under this lease, Landlord shall have the right to condition any consent to a proposed assignment or subletting to Tenant first having cured such default); (ii) any notice of termination of this Lease or termination of Tenant’s right of possession shall have occurred under Section 19 or any notice of termination of this Lease shall have been given under any other provision of this LeaseArticle 17 which is still outstanding; (iii) either the portion of the Demised Premises which Tenant proposes to sublease, or the remaining portion of the Demised Premises, or the means of ingress or egress to either the portion of the Demised Premises which Tenant proposes to sublease or the remaining portion of the Demised Premises is of such nature that it will violate any applicable Applicable Law, or is of such accessibility, size or irregular shape so as not to be suitable for normal renting purposes as space on a multi-tenant floor within the Building; (iv) the proposed use of the Demised Premises by the proposed assignee or subtenant does not conform with the use set forth in Section 6 hereofthis Lease, or will violate any applicable Lawlaw, will impose any additional obligation upon Landlord (other than its obligations under this Lease) or increase Landlord’s obligations under or cost of compliance with any Lawslaws, or will violate any exclusive right Landlord has granted or contemplates granting in the future to any tenant of any part of the ProjectBuilding; (v) in the reasonable judgment of Landlord the proposed assignee or subtenant is of a character or is engaged in a business which would be deleterious to the reputation of the ProjectBuilding, Landlord or any of the constituent members partners of Landlord; (vi) in the reasonable judgment of Landlord, the proposed assignee or subtenant is not sufficiently financially responsible to perform its obligations under the proposed assignment or sublease; (vii) the proposed assignee or subtenant is a government (or subdivision or agency thereof); or (viii) the proposed assignee or subtenant is an occupant (or affiliate thereof) of the Development or is a person or entity Landlord is then dealing with or has dealt with during the prior twelve (12) months with regard to leasing of space in the DevelopmentBuilding; provided, however, that the foregoing are merely examples of reasons for which Landlord may withhold its consent and shall not be deemed exclusive of any permitted reasons for reasonably withholding consent, whether similar or dissimilar to the foregoing examples, and Landlord may consider all relevant factors in determining whether to give or withhold its consent. Tenant agrees that all advertising by Tenant or on Tenant’s behalf with respect to the assignment of this Lease or subletting of any part of the Demised Premises must be approved in writing by Landlord prior to publicationpublication (which approval shall not be unreasonably withheld, conditioned or delayed).

Grounds for Withholding Consent. If Landlord, upon receiving Tenant’s notice with respect to any such space, does not exercise its right to terminate as aforesaid, Landlord will not unreasonably withhold or delay its consent to Tenant’s 's proposed assignment of this Lease or subletting of the space covered by Tenant’s notice's notice to a "REPUTABLE TENANT", as hereinafter defined. Without limiting the grounds on which it may be reasonable for Landlord to withhold its consent, Landlord shall not be deemed to have unreasonably withheld its consent to a proposed assignment of this Lease or to a proposed sublease of part or all of the Premises if its consent is withheld because: (i) Tenant is then in uncured default hereunder of which (provided that if the default is cured within applicable cure periods, Tenant has been notified in writingshall again have the right to propose the assignment or subletting to Landlord for its consent hereunder); (ii) termination the proposed assignee or sublessee is a governmental or quasi-governmental agency, foreign or domestic, and its status as a governmental or quasi- governmental agency will in any way effect the obligations of this Lease Tenant (or termination of Tenant’s right of possession shall have occurred under Section 19 such assignee or any notice of termination of this Lease shall have been given under any other provision of this Leasesublessee) to pay or reimburse Landlord for Taxes; (iii) either the portion proposed assignee or sublessee is a tenant in the Building (and Landlord has space available or coming available within the Building sufficient to accommodate the proposed subtenant within three (3) months of the Premises which Tenant proposes to sublease, or the remaining portion commencement date of the Premisesproposed sublease) or a party with whom Landlord is negotiating a lease of space in the Building with (provided that if Landlord withholds consent because Landlord is negotiating with the assignee or sublessee, or the means of ingress or egress to either the portion Landlord shall provide Tenant with written evidence of the Premises terms upon which Tenant proposes to sublease Landlord and the assignee or the remaining portion sublessee are negotiating a lease of the Premises is of such nature that it will violate any applicable Law, is of such accessibility, size or irregular shape so as not to be suitable for normal renting purposes as space on a multi-tenant floor within in the Building); (iv) the proposed use of the Premises by the proposed assignee assignment or subtenant does not conform with the use set forth in Section 6 hereof, or will sublease would violate any applicable Law, will impose any obligation upon Landlord or increase Landlord’s obligations under or cost of compliance with any Laws, or will violate any exclusive right Landlord has granted or contemplates granting in the future to any tenant of any part of the Project; (v) in the reasonable judgment of Landlord the proposed assignee or subtenant is of a character or is engaged in a business which would be deleterious to the reputation of the Project, Landlord or any of the constituent members of Landlord; (vi) in the reasonable judgment of Landlord, the proposed assignee or subtenant is not sufficiently financially responsible to perform its obligations under the proposed assignment or sublease; (vii) the proposed assignee or subtenant is a government (or subdivision or agency thereof); or (viii) the proposed assignee or subtenant is an occupant of the Development or is a person or entity Landlord is then dealing with or has dealt with during the prior twelve (12) months with regard to leasing of space in the Development; provided, however, that the foregoing are merely examples of reasons for which Landlord may withhold its consent and shall not be deemed exclusive of any permitted reasons for reasonably withholding consent, whether similar or dissimilar to the foregoing examples, and Landlord may consider all relevant factors in determining whether to give or withhold its consent. Tenant agrees that all advertising by Tenant or on Tenant’s behalf with respect to the assignment terms of this Lease or subletting of any part of the Premises must be approved in writing by Landlord prior to publication.Lease; or

Grounds for Withholding Consent. If Landlord, upon receiving Tenant’s 's notice with respect to any such space, space does not exercise its right to terminate as aforesaid, Landlord will not unreasonably withhold withhold, condition, or delay its consent to Tenant’s 's assignment of this Lease or subletting the space covered by Tenant’s 's notice. Landlord shall not be deemed to have unreasonably withheld its consent to a proposed assignment of this Lease or to a proposed sublease of part or all of the Premises if its consent is withheld because: (i) Tenant is then in uncured default hereunder of which Tenant has been notified (provided that if any such default is subsequently cured or resolved and waived by Landlord in writing, Tenant shall again have the right to propose such assignment or subletting to Landlord for its consent hereunder); (ii) any notice of termination of this Lease or termination of Tenant’s 's right of possession shall have occurred been given under Section 19 or any notice of termination of this Lease shall have been given under any other provision of this Leasehereof and remains in effect; (iii) in Landlord's reasonable determination, either the portion of the Premises which Tenant proposes to sublease, or the remaining portion of the Premises, or the means of ingress or egress to either the portion of the Premises which Tenant proposes to sublease or the remaining portion of the Premises Premises, is of such nature that it will violate any applicable Lawlaw, or is of such accessibility, size or irregular shape so as not to be suitable for normal renting purposes as space on a multi-multi tenant floor within the Building; (iv) the proposed use of the Premises by the proposed assignee or subtenant does not conform differs, in any respect, with the use set forth in Section 6 hereof, hereof or will violate any applicable Lawlaw, or will impose any obligation upon Landlord or increase Landlord’s 's obligations under or cost of compliance with any Lawslaws, or will violate any exclusive right Landlord has granted or contemplates granting in the future to any tenant of any part of the ProjectBuilding prior to the date of Tenant's notice; (v) in the reasonable judgment of Landlord Landlord, the proposed assignee or subtenant is of a character or is engaged in a any business which would be deleterious to the reputation of the Project, Landlord or any of the constituent members of LandlordBuilding; (vi) in the case of an assignment of this Lease or in the case of a sublease for greater than seventy-five percent (75%) of the Rentable Square Feet of the Premises, in the reasonable judgment of Landlord, the proposed assignee or subtenant is not sufficiently financially responsible to perform its obligations under this Lease (i.e., if an assignment) and under the proposed assignment or sublease; (vii) the proposed assignee or subtenant is a government governmental body (or subdivision or agency thereof); or (viii) the proposed assignee or subtenant is an occupant (or affiliate thereof) of the Development Building or is a person or entity (or affiliate thereof) Landlord is then dealing in active negotiations with (or has dealt been in active negotiation with during the prior twelve (12preceding six months) months with regard relative to leasing of space in the DevelopmentBuilding, and, in either such case, Landlord has suitable space (i.e., meaning of a rentable area reasonably comparable to the rentable area that was the subject of the proposed assignment/subletting transaction) available at the Building for such prospective tenant; provided, however, that the foregoing are merely examples of reasons for which Landlord may withhold its consent and shall not be deemed exclusive of any permitted reasons for reasonably withholding consent, whether similar or dissimilar to the foregoing examples, and Landlord may consider all relevant factors in determining whether to give or withhold its consent. Tenant agrees that all advertising by Tenant or on Tenant’s 's behalf with respect to the assignment of this Lease or subletting of any part of the Premises must be approved in writing by keeping with a Class A office building, and shall not violate any laws which are binding on Landlord prior to publicationor the Building.

Grounds for Withholding Consent. If Landlord, upon receiving Tenant’s notice with respect to any such space, does not exercise its right to terminate as aforesaid, Landlord will not unreasonably withhold withhold, condition or delay its consent to Tenant’s assignment of this Lease or subletting the space covered by Tenant’s notice. Landlord shall not be deemed to have unreasonably withheld its consent to a proposed assignment of this Lease lease or to a proposed sublease of part or all of the Premises if its consent is withheld because: (i) Tenant is then in uncured default hereunder of which Tenant has been notified in writingDefault hereunder; (ii) any notice of termination of this Lease lease or termination of Tenant’s right of possession shall have occurred under Section 19 or any notice of termination of this Lease shall have been given under any other provision of this LeaseSection 19; (iii) either the portion of the Premises which Tenant proposes to sublease, or the remaining portion of the Premises, or the means of ingress or egress to either the portion of the Premises which Tenant proposes to sublease or the remaining portion of the Premises is of such nature that it will violate any applicable Law, is of such accessibility, size or irregular shape so as not to be suitable for normal renting purposes as space on a multi-tenant floor within the Building; (iv) the proposed use of the Premises by the proposed assignee or subtenant does not conform with the use set forth in Section 6 hereof, or will violate any applicable Law, will impose any obligation upon Landlord or increase Landlord’s obligations under or cost of compliance with any Laws, or will violate any exclusive right Landlord has granted or contemplates granting in the future to any tenant of any part of the Project; (v) in the reasonable judgment of Landlord the proposed assignee or subtenant is of a character or is engaged in a business which would be deleterious to the reputation of the Project, Landlord or any of the constituent members of Landlord; (vi) in the reasonable judgment of Landlord, the proposed assignee or subtenant is not sufficiently financially responsible to perform its obligations under the proposed assignment or sublease; (vii) the proposed assignee or subtenant is a government (or subdivision or agency thereof); or (viii) the proposed assignee or subtenant is an occupant (or affiliate thereof) of the Development Building or is a person or entity (or affiliate thereof) with whom Landlord is then dealing with dealing, or has dealt with during the prior twelve six (126) months with regard to leasing of space in the DevelopmentBuilding; provided, however, that the foregoing are merely examples of reasons for which Landlord may withhold its consent and shall not be deemed exclusive of any permitted reasons for reasonably withholding consent, whether similar or dissimilar to the foregoing examples, and Landlord may consider all relevant factors in determining whether to give or withhold its consent. Tenant agrees that all advertising by Tenant or on Tenant’s behalf with respect to the assignment of this Lease lease or subletting of any part of the Premises must be approved in writing by Landlord prior to publication.

Grounds for Withholding Consent. If Landlord, upon receiving Tenant’s notice with respect to any such space, does not exercise its right to terminate as aforesaid, Landlord will not unreasonably withhold or delay its consent to TenantXxxxxx’s assignment of this Lease or subletting the space covered by TenantXxxxxx’s notice. Landlord shall not be deemed to have unreasonably withheld its consent to a proposed assignment of this Lease or to a proposed sublease of part or all of the Premises if its consent is withheld because: (i) Tenant is then in uncured default hereunder of which Tenant has been notified in writingDefault under this Lease; (ii) any notice of termination of this Lease or termination of Tenant’s right of possession shall have occurred under Section 19 or any notice of termination of this Lease shall have has been given under any other provision of this LeaseSection 19; (iii) either the portion of the Premises which Tenant Xxxxxx proposes to sublease, or the remaining portion of the Premises, or the means of ingress or egress to either the portion of the Premises which Tenant proposes to sublease or the remaining portion of the Premises is of such nature that it will violate any applicable LawLaws, is of such accessibility, size or irregular shape so as not to be suitable for normal renting purposes as space on a multi-tenant floor within the Building; (iv) the proposed use of the Premises by the proposed assignee or subtenant does is not conform with permitted by the use set forth in Section 6 hereofterms of this Lease, or will violate any applicable LawLaws, will impose any obligation upon Landlord or materially increase Landlord’s obligations under or cost of compliance with any Laws, or will violate any exclusive right Landlord has granted or contemplates granting in the future to any tenant of any part of the Project; (v) in the reasonable judgment of Landlord the proposed assignee or subtenant is of a character or is engaged in a business which would be deleterious to the reputation of the Project, Landlord or any of the constituent members of Landlord; (vi) in the reasonable judgment of Landlord, the proposed assignee or subtenant is not sufficiently financially responsible to perform its obligations under the proposed assignment or sublease; (vii) the proposed assignee or subtenant is a government (or subdivision or agency thereof); or (viii) the proposed assignee or subtenant is an occupant (or affiliate thereof) of the Development Building or is a person or entity (or affiliate thereof) Landlord is then dealing with or has dealt with during the prior twelve nine (129) months with regard to leasing of space in the DevelopmentBuilding; provided, however, that the foregoing are merely examples of reasons for which Landlord may withhold its consent and shall not be deemed exclusive of any permitted reasons for reasonably withholding consent, whether similar or dissimilar to the foregoing examples, and Landlord may consider all relevant reasonable factors in determining whether to give or withhold its consent. Tenant Xxxxxx agrees that all advertising by Tenant Xxxxxx or on TenantXxxxxx’s behalf with respect to the assignment of this Lease or subletting of any part of the Premises must be reasonably approved in writing by Landlord prior to publication.