Common use of Landlord’s Consent; Standards Clause in Contracts

Landlord’s Consent; Standards. Landlord’s consent to a proposed assignment or subletting shall not be unreasonably withheld; but, in addition to any other grounds for denial, Landlord’s consent shall be deemed reasonably withheld if, in Landlord’s good faith judgment: (i) the proposed assignee or subtenant does not have the financial strength to perform its obligations under this Lease or any proposed sublease; (ii) the business and operations of the proposed assignee or subtenant are not of comparable quality to the business and operations being conducted by other tenants in the Building; (iii) the proposed assignee or subtenant intends to use any part of the Premises for a purpose not permitted under this Lease; (iv) either the proposed assignee or subtenant, or any person which directly or indirectly controls, is controlled by, or is under common control with the proposed assignee or subtenant occupies space in the Building, or is negotiating with Landlord to lease space in the Building; (v) the proposed assignee or subtenant is disreputable; or (vi) the use of the Premises or the Building by the proposed assignee or subtenant would, in Landlord’s reasonable judgment, impact the Building in a negative manner including but not limited to significantly increasing the pedestrian traffic in and out of the Building or requiring any alterations to the Building to comply with applicable laws; (vii) the subject space is not regular in shape with appropriate means of ingress and egress suitable for normal renting purposes; (viii) the transferee is a government (or agency or instrumentality thereof) or (ix) Tenant has failed to cure a default at the time Tenant requests consent tot the proposed Transfer.

Landlord’s Consent; Standards. Landlord’s 's consent to a proposed assignment or subletting shall not be unreasonably withheld; but, in addition to any other grounds for denial, Landlord’s 's consent shall be deemed reasonably withheld if, in Landlord’s 's good faith judgment: (i) the proposed assignee or subtenant does not have the financial strength to perform its obligations under this Lease or any proposed sublease; (ii) the business and operations of the proposed assignee or subtenant are not of comparable quality to the business and operations being conducted by other tenants in the Building; (iii) the proposed assignee or subtenant intends to use any part of the Premises for a purpose not permitted under this Lease; (iv) either the proposed assignee or subtenant, or any person which directly or indirectly controls, is controlled by, or is under common control with the proposed assignee or subtenant occupies space in the Building, or is negotiating with Landlord to lease space in the Building; (v) the proposed assignee or subtenant is disreputable; or (vi) the use of the Premises or the Building by the proposed assignee or subtenant would, in Landlord’s 's reasonable judgment, impact the Building in a negative manner including but not limited to significantly increasing the pedestrian traffic in and out of the Building or requiring any alterations to the Building to comply with applicable laws; (vii) the subject space is not regular in shape with appropriate means of ingress and egress suitable for normal renting purposes; (viii) the transferee is a government (or agency or instrumentality thereof) or (ix) Tenant has failed to cure a default at the time Tenant requests consent tot the proposed Transfer.

Landlord’s Consent; Standards. Landlord’s 's consent to a proposed assignment or subletting shall not be unreasonably withheld; but, in addition to any other grounds for denial, Landlord’s 's consent shall be deemed reasonably withheld if, in Landlord’s 's good faith judgment: (ia) the proposed assignee or subtenant does not have the financial strength to perform its obligations under this Lease or any proposed sublease; (iib) the business and operations of the proposed assignee or subtenant are not of comparable quality to the business and operations being conducted by other tenants in the Building; (iiic) the proposed assignee or subtenant intends to use any part of the Premises for a purpose not permitted under this Lease; (ivd) either the proposed assignee or subtenant, or any person which directly or indirectly controls, is controlled by, or is under common control with the proposed assignee or subtenant occupies space in the Building, or is negotiating with Landlord to lease space in the Building; (ve) the proposed assignee or subtenant is disreputable; or (vif) the use of the Premises or the Building by the proposed assignee or subtenant would, in Landlord’s 's reasonable judgment, impact the Building in a negative manner including but not limited to significantly increasing the pedestrian traffic in and out of the Building or requiring any alterations to the Building to comply with applicable laws; (viig) the subject space is not regular in shape with appropriate means of ingress and egress suitable for normal renting purposes; (viiih) the transferee is a government (or agency or instrumentality thereof) or (ixi) Tenant has failed to cure a default at the time Tenant requests consent tot to the proposed Transfer.

Landlord’s Consent; Standards. Landlord’s consent to a proposed assignment or subletting shall not be unreasonably withheld; but, in addition to any other grounds for denial, Landlord’s consent shall be deemed reasonably withheld if, in Landlord’s good faith judgment: (i) the proposed assignee or subtenant does not have the financial strength to perform its obligations under this Lease or any proposed sublease; (ii) the business and operations of the proposed assignee or subtenant are not of comparable quality to the business and operations being conducted by other tenants in the Building; (iii) the proposed assignee or subtenant intends to use any part of the Premises for a purpose not permitted under this Lease; (iv) either the proposed assignee or subtenant, or any person which directly or indirectly controls, is controlled by, or is under common control with the proposed assignee or subtenant occupies space in the Building, or is negotiating with Landlord to lease space in the Building; (v) the proposed assignee or subtenant is disreputable; or (vi) the use of the Premises or the Building by the proposed assignee or subtenant would, in Landlord’s reasonable judgment, impact the Building in a negative manner including but not limited to significantly increasing the pedestrian traffic in and out of the Building or requiring any alterations to the Building to comply with applicable laws; (vii) the subject space is not regular in shape with appropriate means of ingress and egress suitable for normal renting purposes; (viii) the transferee is a government (or agency or instrumentality thereof) or (ix) Tenant has failed to cure a default at the time Tenant requests consent tot to the proposed Transfer.

Landlord’s Consent; Standards. Landlord’s consent to a proposed assignment or subletting shall Transfer will not be unreasonably withheld; but, but in addition to any other grounds for denial, Landlord’s consent shall be deemed reasonably withheld if, in Landlord’s good faith judgment, any one or more of the following apply: (ia) the proposed assignee or subtenant transferee does not have the financial strength to perform its the Tenant’s obligations under this Lease or any proposed subleaseLease; (iib) the business and operations of the proposed assignee or subtenant transferee are not of comparable quality to the business and operations being conducted by other tenants in the Building; (iiic) the proposed assignee or subtenant transferee intends to use any part of the Premises for a purpose not permitted under this Lease; (ivd) either the proposed assignee or subtenanttransferee, or any person which directly or indirectly controls, is controlled by, or is under common control with the proposed assignee or subtenant transferee occupies space in the Building, or is negotiating with Landlord to lease space in the Building; (v) the proposed assignee or subtenant is disreputable; or (vie) the use of the Premises or the Building by the proposed assignee or subtenant transferee would, in Landlord’s reasonable judgment, impact the Building or the Property in a negative manner including manner, including, but not limited to to, significantly increasing the pedestrian or vehicular traffic in and out of the Building or the Property or requiring any alterations alterations; to the Building or the Property to comply with applicable lawsLaws; (viif) if the subject space is only a portion of the Premises and itself is, or would render the Premises, not regular in shape with appropriate means of ingress and egress and facilities suitable for normal renting purposes, or is otherwise not readily divisible from the Premises; (viiig) the transferee is a government (or agency or instrumentality thereof) ); or (ixh) Tenant has failed to cure a default by Tenant exists under this Lease at the time Tenant requests consent tot to the proposed Transfer, provided that Tenant may resubmit the request for consent if it cures the default within any applicable notice and cure period under this Lease.

Landlord’s Consent; Standards. Landlord’s 's consent to a proposed ----------------------------- assignment or subletting shall not be unreasonably withheld, conditioned or delayed; but, in addition to any other grounds for denial, Landlord’s 's consent shall be deemed reasonably withheld if, in Landlord’s 's good faith judgment: (ia) the proposed assignee or subtenant does not have the financial strength to perform its obligations under this Lease or any proposed sublease; (iib) the business and operations of the proposed assignee or subtenant are not of comparable quality to the business and operations being conducted by other tenants in the Building; (iiic) the proposed assignee or subtenant intends to use any part of the Premises for a purpose not permitted under this Lease; (ivd) either the proposed assignee or subtenant, or any person which directly or indirectly controls, is controlled by, or is under common control with the proposed assignee or subtenant subtenant, occupies space in the Building, or and is negotiating with Landlord to lease space on a direct basis which is comparable to the proposed Sublease/Assignment space in the Building; (ve) the proposed assignee or subtenant is disreputable; or (vif) the use of the Premises or the Building by the proposed assignee or subtenant would, in Landlord’s 's reasonable judgment, impact the Building in a negative manner manner, including but not limited to significantly increasing the pedestrian traffic in and out of the Building or requiring any alterations to the Building to comply with applicable laws; (viig) the subject space is does not regular in shape with have appropriate means of ingress and egress suitable for normal renting purposes; (viiih) the transferee is a government (or agency or instrumentality thereof) ), or (ixi) Tenant has failed to cure a default at the time Tenant requests consent tot to the proposed Transfer.

Landlord’s Consent; Standards. 15.4.1 Subject to the provisions of Section 15.3, Landlord’s consent to a any proposed assignment or subletting Transfer shall not be unreasonably withheld; butprovided, however, that in addition to any other grounds available hereunder or under applicable Law for denialproperly withholding consent to such proposed Transfer, Landlord’s consent with respect thereto shall be deemed reasonably withheld if, if in Landlord’s good faith judgment: (i) the proposed assignee or subtenant Transferee does not have the financial strength (taking into account all of the Transferee’s other actual or potential obligations and liabilities) to perform its obligations with respect to the proposed Transfer (or otherwise does not satisfy Landlord’s standards for financial standing with respect to tenants under this Lease or any proposed subleasedirect leases of comparable economic scope); (ii) the business and operations of the proposed assignee or subtenant Transferee are not of comparable quality to the business and operations being conducted by other direct tenants of Landlord in the BuildingProject; (iii) the proposed assignee or subtenant Transferee intends to use any part of the Premises for a purpose not permitted under this Lease; (iv) either the proposed assignee or subtenantTransferee, or any person which directly or indirectly controls, is controlled by, or is under common control with the proposed assignee or subtenant Transferee occupies space in the Building, Project or has negotiated with Landlord within the preceding one hundred eighty (180) days (or is currently negotiating with Landlord Landlord) to lease space in the BuildingProject; (v) the proposed assignee Transferee is of a character or subtenant reputation or engaged in a business which is disreputablenot consistent with the quality of the Project as evidenced by the parameters consistently applied in Landlord’s direct leasing activities; or (vi) the use of the Premises Premises, the Building or the Building Project by the proposed assignee or subtenant Transferee would, in Landlord’s reasonable judgment, impact the Building in a negative manner including but not limited to significantly increasing increase the pedestrian traffic in and out of the Building and/or the Project, would generate increased loitering in Common Areas, would increase security risk, or requiring would require any alterations to the Building or the Project to comply with applicable lawsLaws; (vii) the subject space is not regular proposed Transfer would result in shape with appropriate means more than three subleases per each full floor of ingress and egress suitable for normal renting purposesthe Premises being in effect at any one time during the Term; (viii) the transferee any ground lessor or mortgagee whose consent to such Transfer is a government (or agency or instrumentality thereof) or required fails to consent thereto; (ix) Tenant has failed to cure a default at the time Tenant requests consent tot delivers the Transfer Notice, there is then in effect an uncured Event of Default; (x) the terms of the proposed TransferTransfer will allow the Transferee to exercise a right of renewal, right of expansion, right of first offer, or other similar rights held by Tenant (or will allow the Transferee to occupy space leased by Tenant pursuant to any such right); (xi) the proposed Transfer would cause Landlord to be in violation of another lease or agreement to which Landlord is a party or would give an occupant of the Project a right to cancel or modify its lease; (xii) the proposed Transfer would be on economic terms (based upon effective rental rates) more favorable to the Transferee than the economic terms then being accepted by Landlord for comparable direct leasing transactions in the Project; or (xiii) the proposed Transferee has the power of eminent domain, is a governmental agency or an agency or subdivision of a foreign government.

Landlord’s Consent; Standards. Landlord’s consent to a proposed assignment or subletting shall not be unreasonably withheld; but, in addition to any other grounds for denialand without limiting the foregoing, Landlord’s consent shall be deemed reasonably withheld if, in Landlord’s good faith judgment: (i) the proposed assignee or subtenant does may not have the financial strength to perform its obligations under this Lease or any proposed sublease; (ii) the business and operations of the proposed assignee or subtenant are not of comparable quality or image to the business and operations being conducted by other tenants in the Building; (iii) the proposed assignee or subtenant intends to use any part of the Premises for a purpose not permitted under this Lease; (iv) either Landlord has vacant space in the Building and the proposed assignee or subtenant, or any person which directly or indirectly controls, is controlled by, or is under common control with the proposed assignee or subtenant occupies space in the Building, or is negotiating with Landlord to lease space in the Building; (v) the proposed assignee or subtenant is disreputable; or (vi) the use of the Premises or the Building by the proposed assignee or subtenant would, in Landlord’s reasonable judgment, impact the Building in a negative manner including but not limited to significantly increasing the pedestrian traffic in and out of the Building or requiring any alterations to the Building to comply with applicable laws; (vii) the subject space is not regular in shape with appropriate means of ingress and egress suitable for normal renting purposes; (viii) the transferee is a government (or agency or instrumentality thereof) ); or (ixviii) Tenant has failed to cure a default an Event of Default is pending at the time Tenant requests consent tot to the proposed Transfer.

Landlord’s Consent; Standards. Landlord’s 's consent to a proposed assignment or subletting shall not be unreasonably withheld; but, in addition to any other grounds for denial, denial Landlord’s 's consent shall be deemed reasonably withheld if, in Landlord’s 's good faith judgment: (i) the proposed assignee or subtenant does not have the financial strength to perform its obligations under this Lease or any proposed sublease; (ii) the business and operations of the proposed assignee or subtenant are not of comparable quality to compatible with the business and operations being conducted by other tenants in the Building; (iii) the proposed assignee or subtenant intends to use any part of the Premises for a purpose not permitted under this Lease; (iv) either the proposed assignee or subtenant, or any person which directly or indirectly controls, is controlled by, or is under common control with the proposed assignee or subtenant occupies space in the BuildingBuilding or the Project, if applicable, or is negotiating with Landlord to lease space in the BuildingBuilding or the Project, if applicable; (v) the proposed assignee or subtenant is disreputable; or (vi) the use of the Premises or the Building by the proposed assignee or subtenant would, in Landlord’s 's reasonable judgment, judgment impact the Building in a negative manner including including, but not limited to to, significantly increasing the pedestrian traffic, parking capacity and requirements, and truck traffic in and out of the Building or requiring any alterations to the Building to comply with applicable laws; (vii) the subject space to be sublet is not regular in shape with appropriate means of ingress and egress suitable for normal renting purposes; purposes (viii) the transferee is a government (or agency or instrumentality thereof) or (ix) Tenant has failed to cure a default at the time Tenant requests consent tot to the proposed Transfer.

Landlord’s Consent; Standards. Landlord’s consent to a proposed assignment or subletting shall not be unreasonably withheld; but, in addition to any other grounds for denial, Landlord’s consent shall be deemed reasonably withheld if, in Landlord’s good faith judgment: (ia) the proposed assignee or subtenant does not have in Landlord’s reasonable judgment the financial strength to perform its obligations under this Lease or any proposed sublease; (iib) the business and operations of the proposed assignee or subtenant are not of comparable quality to the business and operations being conducted by other tenants in the Building; (iiic) the proposed assignee or subtenant intends to use any part of the Premises for a purpose not permitted under this Lease; (ivd) either the proposed assignee or subtenant, or any person which directly or indirectly controls, is controlled by, or is under common control with the proposed assignee or subtenant occupies space in the Building, or is negotiating with Landlord to lease space in the Building; (ve) the proposed assignee or subtenant is disreputable; or (vif) the use of the Premises or the Building by the proposed assignee or subtenant would, in Landlord’s reasonable judgment, impact the Building in a negative manner manner, including but not limited to significantly increasing the pedestrian traffic in and out of the Building or requiring any alterations to the Building to comply with applicable laws; (viig) the subject space is not regular in shape with appropriate means of ingress and egress suitable for normal renting purposes; (viiih) the transferee is a government (or agency or instrumentality thereof) ), or (ixi) Tenant has failed to cure a default at the time Tenant requests consent tot to the proposed Transfer. Tenant shall not be entitled to and Tenant hereby waives any right it may have to make any claim for, money damages (nor shall Tenant claim any money damages by way of set-off, counterclaim or defense) based upon any claim or assertion by Tenant that Landlord has unreasonably withheld or unreasonably delayed its consent or approval to a proposed assignment or subletting or as provided for in this Section 14.4. Tenant’s sole remedy shall be an action or proceeding to enforce any provision hereof, or for specific performance, injunction or declaratory judgment. Tenant acknowledges that Tenant’s rights under this Section 14.4 satisfy the conditions set forth in Section 1951.4 of the California Civil Code with respect to the availability to Landlord of certain remedies for a default by Tenant under this Lease, and which provides, in part: “The lessor has the remedy described in California Civil Code Section 1951.4 (lessor may continue the lease in effect after lessee’s breach and abandonment and recover rent as it becomes due, if lessee has the right to sublet or assign, subject only to reasonable limitations).”

Landlord’s Consent; Standards. Landlord’s consent to a proposed assignment or subletting shall not be unreasonably withheld; but, For purposes of Section 13.1 and in addition to any other reasonable grounds for denial, Landlord’s consent shall to a Transfer will be deemed reasonably withheld if, in Landlord’s good faith reasonable judgment, any one or more of the following apply: (ia) the proposed assignee or subtenant transferee does not have the financial strength to perform its the Tenant’s obligations under this Lease or any proposed subleaseLease; (iib) the business and operations of the proposed assignee or subtenant transferee are not of comparable quality to the business and operations being conducted by other tenants in the Building; (iii) the proposed assignee or subtenant intends to use any part of the Premises for a purpose not permitted under this Lease; (ivc) either the proposed assignee or subtenanttransferee, or any person which directly or indirectly controls, is controlled by, or is under common control with Affiliate of the proposed assignee or subtenant transferee, occupies space in the Building, or is negotiating with Landlord to lease space in the Building; (vd) the proposed assignee or subtenant is disreputabletransferee does not have a good business reputation; or (vie) the use presence in the Premises of the Premises or the Building by the proposed assignee or subtenant transferee would, in Landlord’s reasonable judgment, impact the Building or the Property in a negative manner including but not limited to significantly increasing the pedestrian traffic in and out of the Building or requiring any alterations to the Building to comply with applicable lawsmanner; (viif) if the subject space is only a portion of the Premises and the physical subdivision of such portion is, or would render the Premises, not regular in shape with appropriate means of ingress and egress and facilities suitable for normal renting purposes, or is otherwise not readily divisible from the Premises; (viiig) the Transfer would require Alteration to the Building or the Property to comply with applicable Laws, unless Tenant or the transferee agrees to pay the cost of any such Alterations; (h) the transferee is a government (or agency or instrumentality thereof) ); or (ixi) Tenant has failed to cure a default an Event of Default exists under this Lease at the time Tenant requests consent tot to the proposed Transfer.

Landlord’s Consent; Standards. A. Subject to the provisions of Section 12.03, Landlord’s consent to a any proposed assignment or subletting Transfer shall not be unreasonably withheld; butprovided, however, that in addition to any other grounds available hereunder or under applicable Law for denialproperly withholding consent to such proposed Transfer, Landlord’s consent with respect thereto shall be deemed reasonably withheld if, if in Landlord’s good faith judgment: (ia) the proposed assignee or subtenant Transferee does not have the financial strength (taking into account all of the proposed Transferee’s other actual or potential obligations and liabilities) to perform its obligations with respect to the proposed Transfer (or otherwise does not satisfy Landlord’s standards for financial standing with respect to tenants under this Lease or any proposed subleasedirect leases of comparable economic scope); (iib) the business and operations of the proposed assignee or subtenant Transferee are not of comparable quality to the business and operations being conducted by other direct tenants of Landlord in the BuildingProject; (iiic) the proposed assignee or subtenant Transferee intends to use any part of the Premises Subject Space for a purpose not permitted under this Lease; (ivd) either the proposed assignee or subtenantTransferee, or any person which directly or indirectly controls, is controlled by, or is under common control with with, the proposed assignee Transferee leases or subtenant occupies space in the Building, Project or has negotiated with Landlord within the preceding one hundred eighty (180) days (or is currently negotiating with Landlord Landlord) to lease space in the BuildingProject, and Landlord anticipates having available space in the Project to accommodate such proposed Transferee’s occupancy needs; (ve) the proposed assignee Transferee is of a character or subtenant reputation or engaged in a business which is disreputablenot consistent with the quality of the Project; or (vif) the use of the Premises or the Building Project by the proposed assignee or subtenant Transferee would, in Landlord’s reasonable judgment, impact the Building in a negative manner including but not limited to significantly increasing increase the pedestrian traffic in and out of the Building Project, would generate increased loitering in Common Areas, would increase security risk, or requiring would require any alterations to the Building or the Project to comply with applicable lawsLaws; (viig) the subject space is not regular proposed Transfer would result in shape with appropriate means more than three subleases per each full floor of ingress and egress suitable for normal renting purposesthe Premises being in effect at any one time during the Term; (viiih) the transferee any ground lessor or mortgagee whose consent to such Transfer is a government required fails to consent thereto; (or agency or instrumentality thereofi) or (ix) Tenant has failed to cure a default at the time Tenant requests consent tot the proposed Transfer.Tenant

Landlord’s Consent; Standards. Landlord’s 's consent to a proposed assignment or subletting shall not be unreasonably withheld; but, in addition to any other grounds for denial, Landlord’s 's consent shall be deemed reasonably withheld if, in Landlord’s 's good faith judgment: (i) the proposed assignee or subtenant does not have the financial strength to perform its obligations under this Lease or any proposed sublease; (ii) the business and operations of the proposed assignee or subtenant are not of comparable quality to the business and operations being conducted by other tenants in the Building; (iii) the proposed assignee or subtenant intends to use any part of the Premises for a purpose not permitted under this Lease; (iv) either the proposed assignee or subtenant, or any person which directly or indirectly controls, is controlled by, or is under common control with the proposed assignee or subtenant occupies space in the Building, or is negotiating with Landlord to lease space in the Building; (v) the proposed assignee or subtenant is disreputable; or (vi) the use of the Premises or the Building by the proposed assignee or subtenant would, in Landlord’s 's reasonable judgment, impact the Building in a negative manner including but not limited to significantly increasing the pedestrian traffic in and out of the Building or requiring any alterations to the Building to comply with applicable laws; (vii) the subject space is not regular in shape with appropriate means of ingress and egress suitable for normal renting purposes; (viii) the transferee is a government (or agency or instrumentality thereof) or (ix) Tenant has failed to cure a default at the time Tenant requests consent tot to the proposed Transfer.

Landlord’s Consent; Standards. Landlord’s consent to a proposed assignment or subletting shall not be unreasonably withheld; but, in addition to any other grounds for denial, Landlord’s consent shall be deemed reasonably withheld if, in Landlord’s good faith judgment: (ia) the proposed assignee or subtenant does not have the financial strength to perform its obligations under this Lease or any proposed sublease; (iib) the business and operations of the proposed assignee or subtenant are not of comparable quality to the business and operations being conducted by other tenants in the Building; (iiic) the proposed assignee or subtenant intends to use any part of the Premises for a purpose not permitted under this Lease; (ivd) either the proposed assignee or subtenant, or any person which directly or indirectly controls, is controlled by, or is under common control with the proposed assignee or subtenant occupies space in the Building, or is negotiating with Landlord to lease space in the Building; (ve) the proposed assignee or subtenant is disreputable; or (vif) the use of the Premises or the Building by the proposed assignee or subtenant would, in Landlord’s reasonable judgment, impact the Building in a negative manner including but not limited to significantly increasing the pedestrian traffic in and out of the Building or requiring any alterations to the Building to comply with applicable laws; (viig) the subject space is not regular in shape with appropriate means of ingress and egress suitable for normal renting purposes; (viiih) the transferee is a government (or agency or instrumentality thereof) or (ixi) Tenant has failed to cure a default at the time Tenant requests consent tot to the proposed Transfer.

Landlord’s Consent; Standards. Landlord’s consent to a proposed assignment or subletting shall not be unreasonably withheld, conditioned or delayed; but, in addition to any other grounds for denial, Landlord’s consent shall be deemed reasonably withheld if, in Landlord’s good faith judgment: (i) the proposed assignee or subtenant does not have the financial strength to perform its obligations under this Lease or any proposed sublease; (ii) the business and operations of the proposed assignee or subtenant are not of comparable quality to the business and operations being conducted by other tenants in the Building; (iii) the proposed assignee or subtenant intends to use any part of the Premises for a purpose not permitted under this Lease; (iv) either the proposed assignee or subtenant, or any person which directly or indirectly controls, is controlled by, or is under common control with the proposed assignee or subtenant occupies space in the Building, or is negotiating with Landlord to lease space in the Building; (v) the proposed assignee or subtenant is disreputable; or (vi) the use of the Premises or the Building by the proposed assignee or subtenant would, in Landlord’s reasonable judgment, impact the Building in a negative manner including but not limited to significantly increasing the pedestrian traffic in and out of the Building or requiring any alterations to the Building to comply with applicable laws; (vii) the subject space is not regular in shape with appropriate means of ingress and egress suitable for normal renting purposes; (viii) the transferee is a government (or agency or instrumentality thereof) or (ix) Tenant has failed to cure a default at the time Tenant requests consent tot the proposed Transfer.

Landlord’s Consent; Standards. Landlord’s consent to a proposed assignment or subletting shall not be unreasonably withheld; but, in addition to any other grounds for denialand without limiting the foregoing, Landlord’s consent shall be deemed reasonably withheld if, in Landlord’s good faith judgment: (i) the proposed assignee or subtenant does may not have the financial strength to perform its obligations under this Lease or any proposed sublease; (ii) the business and operations of the proposed assignee or subtenant are not of comparable quality or image to the business and operations being conducted by other tenants in the Building; (iii) the proposed assignee or subtenant intends to use any part of the Premises for a purpose not permitted under this Lease; (iv) Landlord has sufficient vacant space in the Building and either the proposed assignee or subtenant, or any person which directly or indirectly controls, is controlled by, or is under common control with the proposed assignee or subtenant occupies space in the BuildingBuilding and is, or is within a period of thirty (30) days prior to Tenant’s request has been, actively negotiating (exchanging written proposals) with Landlord to lease space in the Building; (v) the proposed assignee or subtenant is disreputable; or (vi) the use of the Premises or the Building by the proposed assignee or subtenant would, in Landlord’s reasonable judgment, impact the Building in a negative manner including but not limited to significantly increasing the pedestrian traffic in and out of the Building or requiring any alterations to the Building to comply with applicable laws; (vii) the subject space is not regular in shape with appropriate means of ingress and egress suitable for normal renting purposes; (viii) the transferee is a government (or agency or instrumentality thereof) ); or (ixviii) Tenant has failed to cure a default within applicable notice and cure periods, if any, at the time Tenant requests consent tot to the proposed Transfer.

Landlord’s Consent; Standards. (a) Subject to the provisions of Sections 15.3 and 15.5, Landlord’s 's consent to a any proposed assignment or subletting Transfer shall not be unreasonably withheld; butprovided, however, that in addition to any other grounds available hereunder or under applicable Law for denialproperly withholding consent to such proposed Transfer, Landlord’s 's consent with respect thereto shall be deemed reasonably withheld if, if in Landlord’s 's good faith judgment: (i) the proposed assignee or subtenant Transferee does not have the financial strength (taking into account all of the Transferee's other actual or potential obligations and liabilities) to perform its obligations with respect to the proposed Transfer (or otherwise does not satisfy Landlord's standards for financial standing with respect to tenants under this Lease or any proposed subleasedirect leases of comparable economic scope); (ii) the business and operations of the proposed assignee or subtenant Transferee are not of comparable quality to the business and operations being conducted by other direct tenants of Landlord in the Building; (iii) the proposed assignee or subtenant Transferee intends to use any part of the Premises for a purpose not permitted under this Lease; (iv) either the proposed assignee or subtenantTransferee, or any person which directly or indirectly controls, is controlled by, or is under common control with the proposed assignee or subtenant Transferee occupies space in the Building, Building or is negotiating with has delivered to Landlord or received from Landlord within the preceding one hundred eighty (180) days a proposal to lease space in the BuildingBuilding or is currently negotiating with Landlord; (v) the proposed assignee Transferee is of a character or subtenant reputation or engaged in a business which is disreputablenot consistent with the quality of the Building as evidenced by the parameters consistently applied in Landlord's direct leasing activities; or (vi) the use of the Premises or the Building by the proposed assignee or subtenant Transferee would, in Landlord’s reasonable 's judgment, impact the Building in a negative manner including but not limited to significantly increasing increase the pedestrian traffic in and out of the Building Building, would generate increased loitering in Common Areas, would increase security risk, or requiring would require any alterations to the Building to comply with applicable lawsLaws; (vii) the subject space is not regular proposed Transfer would result in shape with appropriate means more than three subleases per each full floor of ingress and egress suitable for normal renting purposesthe Premises being in effect at any one time during the Term; (viii) the transferee any ground lessor or mortgagee whose consent to such Transfer is a government (or agency or instrumentality thereof) or required fails to consent thereto; (ix) Tenant has failed to cure a default at the time Tenant requests consent tot delivers the Transfer Notice, there is then in effect an Event of Default; (x) the terms of the proposed TransferTransfer will allow the Transferee to exercise a right of renewal, right of expansion, right of first offer, or other similar rights held by Tenant (or will allow the Transferee to occupy space leased by Tenant pursuant to any such right); (xi) the proposed Transfer would cause Landlord to be in violation of another lease or agreement to which Landlord is a party or would give an occupant of the Building a right to cancel or modify its lease; or (xii) the proposed Transferee has the power of eminent domain, is a governmental agency or an agency or subdivision of a foreign government.

Landlord’s Consent; Standards. Landlord’s 's consent to a proposed assignment or subletting shall not be unreasonably withheld; but, in addition to any other grounds for denial, Landlord’s 's consent shall be deemed reasonably withheld if, in Landlord’s 's good faith judgment: (i) the proposed assignee or subtenant does not have the financial strength to perform its obligations under this Lease or any proposed sublease; (ii) the business and operations of the proposed assignee or subtenant are not of comparable quality to the business and operations being conducted by other tenants in the Building; (iii) the proposed assignee or subtenant intends to use any part of the Premises for a purpose not permitted under this Lease; (iv) either the proposed assignee or subtenant, or any person which directly or indirectly controls, is controlled by, or is under common control with the proposed assignee or subtenant occupies space in the BuildingBuilding or the Project, if applicable, or is negotiating with Landlord to lease space in the BuildingBuilding or the Project, if applicable; (v) the proposed assignee or subtenant is disreputable; or (vi) the use of the Premises or the Building by the proposed assignee or subtenant would, in Landlord’s 's reasonable judgment, judgment impact the Building in a negative manner including including, but not limited to to, significantly increasing the pedestrian traffic, parking capacity and requirements, and truck traffic in and out of the Building or requiring any alterations to the Building to comply with applicable laws; (vii) the subject space is not regular in shape with appropriate means of ingress and egress suitable for normal renting purposes; (viii) the transferee is a government (or agency or instrumentality thereof) or (ix) Tenant has failed to cure a default at the time Tenant requests consent tot to the proposed Transfer.

Landlord’s Consent; Standards. Landlord’s 's consent to a proposed assignment or subletting shall not be unreasonably withheld; but, in addition to any other grounds for denial, Landlord’s 's consent shall be deemed reasonably withheld if, in Landlord’s 's good faith judgment: ; (i) the proposed assignee or subtenant does not have the financial strength to perform its obligations under this Lease or any proposed sublease; (ii) the business and operations of the proposed assignee or subtenant are not of comparable quality to the business and operations being conducted by other tenants in the Building; (iii) the proposed assignee or subtenant intends to use any part of the Premises for a purpose not permitted under this Lease; (iv) either the proposed assignee or subtenant, or any person which directly or indirectly controls, is controlled by, or is under common control with the proposed assignee or subtenant occupies space in the Building, or is negotiating with Landlord to lease space in the Building; (v) the proposed assignee or subtenant is disreputable; or (vi) the use of the Premises or the Building by the proposed assignee or subtenant would, in Landlord’s 's reasonable judgment, impact the Building in a negative manner including but not limited to significantly increasing the pedestrian traffic in and out of the Building or requiring any alterations to the Building to comply with applicable laws; (vii) the subject space is not regular in shape with appropriate means of ingress and egress suitable for normal renting purposes; (viii) the transferee is a government (or agency or instrumentality thereof) or (ix) Tenant has failed to cure sure a default at the time Tenant requests consent tot for the proposed Transfer.

Landlord’s Consent; Standards. Landlord’s Without limitation, it will not be deemed unreasonable for Landlord to withhold its consent to a proposed assignment or subletting shall not be unreasonably withheld; but, in addition to any other grounds for denial, Landlord’s consent shall be deemed reasonably withheld Transfer if, in Landlord’s good faith judgmentopinion: (ia) the proposed assignee or subtenant Transferee does not have the financial strength to perform its obligations under this Lease or any proposed sublease; (iib) the business and operations of the proposed assignee or subtenant Transferee are not of comparable quality to the business and operations being conducted by other tenants on the properties in the Buildingvicinity of the Premises; (iiic) the proposed assignee or subtenant Transferee intends to use any part of the Premises for a purpose not permitted under this Lease; (iv) either the proposed assignee or subtenant, or any person which directly or indirectly controls, is controlled by, or is under common control with the proposed assignee or subtenant occupies space in the Building, or is negotiating with Landlord to lease space in the Building; (v) the proposed assignee or subtenant is disreputable; or (vid) the use of the Premises or the Building by the proposed assignee or subtenant Transferee would, in Landlord’s reasonable judgment, negatively impact the Building Premises to a degree or in a negative manner including but not limited to significantly increasing the pedestrian traffic in and out fashion which is materially greater than Tenant’s use of the Building or Premises, including, without limitation, by requiring any alterations Alterations to the Building Premises to comply with applicable lawsLegal Requirements which Landlord does not deem to be in its interest; (viie) if less than the entire Premises, the space subject space to such proposed Transfer is not regular in shape with appropriate means of ingress and egress suitable for normal renting purposes; (viiif) the transferee Transferee is a government governmental body (or agency or instrumentality thereof) ); or (ixg) Tenant has failed to cure an Event of Default under this Lease or an event or condition as to which Tenant has received a default Notice of Default at the time Tenant requests consent tot to the proposed Transfer or at the time of the effective date of the proposed Transfer.

Landlord’s Consent; Standards. Landlord’s consent to a proposed assignment or subletting shall not be unreasonably withheld; but, For purposes of Section 13.1 and in addition to any other reasonable grounds for denial, Landlord’s consent shall to a Transfer will be deemed reasonably withheld if, in Landlord’s good faith judgment, any one or more of the following apply: (ia) the proposed assignee or subtenant transferee does not have the financial strength to perform its the Tenant’s obligations under this Lease or any proposed subleaseLease; (iib) the business and operations of the proposed assignee or subtenant transferee are not of comparable quality to the business and operations being conducted by other tenants in the Building; (iii) the proposed assignee or subtenant intends to use any part of the Premises for a purpose not permitted under this Lease; (ivc) either the proposed assignee or subtenanttransferee, or any person which directly or indirectly controls, is controlled by, or is under common control with Affiliate of the proposed assignee or subtenant transferee, occupies space in the Building, or is negotiating with Landlord to lease space in the Building; (vd) the proposed assignee or subtenant is disreputabletransferee does not have a good business reputation; or (vie) the use of the Premises or the Building by the proposed assignee or subtenant transferee would, in Landlord’s reasonable judgment, impact the Building or the Property in a negative manner including but not limited to significantly increasing the pedestrian traffic in and out of the Building or requiring any alterations to the Building to comply with applicable lawsmanner; (viif) if the subject space is only a portion of the Premises and the physical subdivision of such portion is, or would render the Premises, not regular in shape with appropriate means of ingress and egress and facilities suitable for normal renting purposes, or is otherwise not readily divisible from the Premises; (viiig) the Transfer would require an Alteration to the Building or the Property to comply with applicable Laws; (h) the transferee is a government (or agency or instrumentality thereof) ); or (ixi) Tenant has failed to cure a default an Event of Default exists under this Lease at the time Tenant requests consent tot to the proposed Transfer.

Landlord’s Consent; Standards. Landlord’s consent to a proposed assignment or subletting shall not be unreasonably withheld; but, in addition to any other grounds for denial, Landlord’s consent shall be deemed reasonably withheld if, in Landlord’s good faith judgment: (ia) the proposed assignee or subtenant does not have in Landlord’s reasonable judgment the financial strength to perform its obligations under this Lease or any proposed sublease; (iib) the business and operations of the proposed assignee or subtenant are not of comparable quality to the business and operations being conducted by other tenants in the Building; (iiic) the proposed assignee or subtenant intends to use any part of the Premises for a purpose not permitted under this Lease; (ivd) either the proposed assignee or subtenant, or any person which directly or indirectly controls, is controlled by, or is under common control with the proposed assignee or subtenant occupies space in the Building, or is negotiating with Landlord to lease space in the Building; (ve) the proposed assignee or subtenant is disreputable; or (vif) the use of the Premises or the Building by the proposed assignee or subtenant would, in Landlord’s reasonable judgment, impact the Building in a negative manner including manner, including, but not limited to to, significantly increasing the pedestrian traffic in and out of the Building or requiring any alterations to the Building to comply with applicable laws; (viig) the subject space is not regular in shape with appropriate means of ingress and egress suitable for normal renting purposes; (viiih) the transferee is a government (or agency or instrumentality thereof) ), or (ixi) Tenant has failed to cure a default or a pending default, but for the pendency of any grace or cure period, at the time Tenant requests consent tot to the proposed Transfer. In the case of an assignment of this Lease, regardless of whether Landlord’s consent is required, and in the event Landlord reasonably determines that the proposed assignee does not have the financial strength to perform its obligations under this Lease, Landlord and Tenant agree that it shall also be reasonable for Landlord to condition Landlord’s consent on the deposit of additional monies to increase the Security Deposit. Tenant shall not be entitled to and Tenant hereby waives any right it may have to make any claim for, money damages (nor shall Tenant claim any money damages by way of set-off, counterclaim or defense) based upon any claim or assertion by Tenant that Landlord has unreasonably withheld or unreasonably delayed its consent or approval to a proposed assignment or subletting or as provided for in this Section 14.4. Tenant’s sole remedy shall be an action or proceeding to enforce any provision hereof, or for specific performance, injunction or declaratory judgment. Tenant acknowledges that Tenant’s rights under this Section 14.4 satisfy the conditions set forth in Section 1951.4 of the California Civil Code with respect to the availability to Landlord of certain remedies for a default by Tenant under this Lease, and which provides, in part: “The lessor has the remedy described in California Civil Code Section 1951.4 (lessor may continue the lease in effect after lessee’s breach and abandonment and recover rent as it becomes due, if lessee has the right to sublet or assign, subject only to reasonable limitations).”

Landlord’s Consent; Standards. LandlordXxxxxxxx’s consent to a proposed assignment or subletting shall not be unreasonably withheld, conditioned or delayed; but, in addition to any other grounds for denial, Landlord’s consent shall be deemed reasonably withheld if, in Landlord’s good faith judgment: (i) the proposed assignee or subtenant does not have the financial strength to perform its obligations under this Lease or any proposed sublease; (ii) the business and operations of the proposed assignee or subtenant are not of comparable quality to the business and operations being conducted by other tenants Tenants in the Building; (iii) the proposed assignee or subtenant intends to use any part of the Premises Building for a purpose not permitted under this LeaseLease or would subject the Building or Building to additional or different law or requirements of any governmental authority having jurisdiction; (iv) either the proposed assignee or subtenant, or any person which directly or indirectly controls, is controlled by, or is under common control with the proposed assignee or subtenant occupies space in the Building, or is negotiating with Landlord to lease space in the Building, or has negotiated with Landlord during the twelve (12) month period immediately preceding the request for Xxxxxxxx’s consent; (v) the proposed assignee or subtenant is disreputable, in any manner including without limitation as to environmental, sustainability, conservation or resource usage practices or history; or (vi) the use of the Premises Building or the Building by the proposed assignee or subtenant would, in Landlord’s reasonable judgment, impact the Building in a negative manner including including, but not limited to to, significantly increasing the pedestrian traffic in and out of the Building Building, significantly increasing the demand upon utilities, natural resources, energy and/or services to be provided by Landlord to the Building, or requiring any alterations to the Building to comply with applicable lawsApplicable Laws; (vii) the subject space is not regular in shape with appropriate means of ingress and egress suitable for normal renting purposes; (viii) the transferee is a government (or agency or instrumentality thereof) or (ix) Tenant has failed to cure a default at the time Tenant requests consent tot the proposed Transfer.;

Landlord’s Consent; Standards. Landlord’s consent to a proposed assignment or subletting shall not be unreasonably withheld; but, For purposes of Section 13.1 and in addition to any other reasonable grounds for denial, Landlord’s consent shall to a Transfer will be deemed reasonably withheld if, in Landlord’s good faith judgment, any one or more of the following apply: (ia) the proposed assignee or subtenant transferee does not have the financial strength to perform its the Tenant’s obligations under this Lease or any proposed subleaseLease; (iib) the business and operations of the proposed assignee or subtenant transferee are not of comparable quality to the business and operations being conducted by other tenants in the Building; (iii) the proposed assignee or subtenant intends to use any part of the Premises for a purpose not permitted under this Lease; (ivc) either the proposed assignee or subtenanttransferee, or any person which directly or indirectly controls, is controlled by, or is under common control with Affiliate of the proposed assignee or subtenant transferee, occupies space in the Building, or is negotiating with Landlord to lease space in the Building as to Landlord’s available space within the Building; (vd) the proposed assignee or subtenant is disreputabletransferee’s business reputation does not meet the standards imposed on other tenants and prospective tenants for the Building; or (vie) the use of the Premises or the Building by the proposed assignee or subtenant transferee would, in Landlord’s reasonable judgment, materially impact the Building or the Property in a negative manner including but not limited to significantly increasing the pedestrian traffic in and out of the Building or requiring any alterations to the Building to comply with applicable lawsmanner; (viif) if the subject space is only a portion of the Premises and the physical subdivision of such portion is, or would render the Premises, not regular in shape with appropriate means of ingress and egress and facilities suitable for normal renting purposes, or is otherwise not readily divisible from the Premises; (viiig) the Transfer would require Alteration to the Building or the Property to comply with applicable Laws; (h) the transferee is a government (or agency or instrumentality thereof) whose operations at the Property would involve traffic of the general public materially in excess of that generated by normal non-governmental office/warehouse use; or (ixi) Tenant has failed to cure a default an Event of Default exists under this Lease at the time Tenant requests consent tot to the proposed Transfer.

Landlord’s Consent; Standards. Landlord’s 's consent to a proposed assignment or subletting shall not be unreasonably withheld; but, in addition to any other grounds for denial, Landlord’s 's consent shall be deemed reasonably withheld if, in Landlord’s 's good faith judgment: (i) the proposed assignee or subtenant does not have the financial strength to perform its obligations under this Lease or any proposed sublease; (ii) the business and operations of the proposed assignee or subtenant are not of comparable quality to the business and operations being conducted by other tenants in the Building; (iii) the proposed assignee or subtenant intends to use any part of the Premises for a purpose not permitted under this Lease; (iv) either the proposed assignee or subtenant, or any person which directly or indirectly controls, is controlled by, or is under common control with the proposed assignee or subtenant occupies space in the Building, or is negotiating with Landlord to lease space in the Building; (v) the proposed assignee or subtenant is disreputable; or (vi) the use of the Premises or the Building by the proposed assignee or subtenant would, in Landlord’s 's reasonable judgment, impact the Building in a negative manner including but not limited to significantly increasing increase the pedestrian traffic in and out of the Building or requiring would require any alterations to the Building to comply with applicable laws; (vii) the subject space is not regular in shape with appropriate means of ingress and egress suitable for normal renting purposes; (viii) the transferee is a government (or agency or instrumentality thereof) or (ix) Tenant has failed to cure a default at the time Tenant requests consent tot the proposed Transfer.

Landlord’s Consent; Standards. Landlord’s consent to a proposed assignment or subletting shall not be unreasonably withheld; but, For purposes of Section 13.1 and in addition to any other reasonable grounds for denial, Landlord’s 's consent shall to a Transfer will be deemed reasonably withheld if, in Landlord’s 's good faith judgment, any one or more of the following apply: (ia) the proposed assignee or subtenant transferee does not have the financial strength to perform its the Tenant's obligations under this Lease or any proposed subleaseLease; (iib) the business and operations of the proposed assignee or subtenant transferee are not of comparable quality to the business and operations being conducted by other tenants in the Building; (iii) the proposed assignee or subtenant intends to use any part of the Premises for a purpose not permitted under this Lease; (ivc) either the proposed assignee or subtenanttransferee, or any person which directly or indirectly controls, is controlled by, or is under common control with Affiliate of the proposed assignee or subtenant transferee, occupies space in the Building, or is negotiating with Landlord to lease space in the Building; (vd) the proposed assignee or subtenant is disreputabletransferee does not have a good business reputation; or (vie) the use of the Premises or the Building by the proposed assignee or subtenant transferee would, in Landlord’s 's reasonable judgment, impact the Building or the Property in a negative manner including but not limited to significantly increasing the pedestrian traffic in and out of the Building or requiring any alterations to the Building to comply with applicable lawsmanner; (viif) if the subject space is only a portion of the Premises and the physical subdivision of such portion is, or would render the Premises, not regular in shape with appropriate means of ingress and egress and facilities suitable for normal renting purposes, or is otherwise not readily divisible from the Premises; (viiig) the Transfer would require Alteration to the Building or the Property to comply with applicable Laws; (h) the transferee is a government (or agency or instrumentality thereof) ); or (ixi) Tenant has failed to cure a default an Event of Default exists under this Lease at the time Tenant requests consent tot to the proposed Transfer.

Landlord’s Consent; Standards. Landlord’s 's consent to a proposed assignment or subletting shall not be unreasonably withheld; but, in addition to any other grounds for denial, Landlord’s 's consent shall be deemed reasonably withheld if, in Landlord’s 's good faith judgment: (i) the proposed assignee or subtenant does not have the financial strength to perform its obligations under this Lease or any proposed sublease; (ii) the business and Tenant Landlord -s- [ILLEGIBLE] -s- [ILLEGIBLE] operations of the proposed assignee or subtenant are not of comparable quality to the business and operations being conducted by other tenants in the Building; (iii) the proposed assignee or subtenant intends to use any part of the Premises for a purpose not permitted under this Lease; (iv) either the proposed assignee or subtenant, or any person which directly or indirectly controls, is controlled by, or is under common control with the proposed assignee or subtenant occupies space in the Building, or is negotiating with Landlord to lease space in the Building; (v) the proposed assignee or subtenant is disreputable; or (vi) the use of the Premises or the Building by the proposed assignee or subtenant would, in Landlord’s 's reasonable judgment, impact the Building in a negative manner including but not limited to significantly increasing the pedestrian traffic in and out of the Building or requiring any alterations to the Building to comply with applicable laws; (vii) the subject space is not regular in shape with appropriate means of ingress and egress suitable for normal renting purposes; (viii) the transferee is a government (or agency or instrumentality thereof) or (ix) Tenant has failed to cure a default at the time Tenant requests consent tot to the proposed Transfer.

Landlord’s Consent; Standards. Landlord’s 's consent to a proposed assignment or subletting shall not be unreasonably withheld; but, in addition to any other grounds for denial, Landlord’s 's consent shall be deemed reasonably withheld if, in Landlord’s 's good faith judgment: (i) the proposed assignee or subtenant does not have the financial strength to perform its obligations under this Lease or any proposed sublease; (ii) the business and operations of the proposed assignee or subtenant are not of comparable quality to the business and operations being conducted by other tenants in the Building; (iii) the proposed assignee or subtenant intends to use any part of the Premises for a purpose not permitted under this Lease; (iv) either the proposed assignee or subtenant, or any person which directly or indirectly controls, is controlled by, or is under common control with the proposed assignee or subtenant occupies space in the BuildingBuilding or the Project, if applicable, or is negotiating with Landlord to lease space in the BuildingBuilding or the Project, if applicable; (v) the proposed assignee or subtenant is disreputable; or (vi) the use of the Premises or the Building by the proposed assignee or subtenant would, in Landlord’s 's reasonable judgment, impact the Building in a negative manner including but not limited to significantly increasing the pedestrian traffic, parking capacity and requirements, and truck traffic in and out of the Building or requiring any alterations to the Building to comply with applicable laws; (vii) the subject space is not regular in shape with appropriate means of ingress and egress suitable for normal renting purposes; (viii) the transferee is a government (or agency or instrumentality thereof) or (ix) Tenant has failed to cure a default at the time Tenant requests consent tot to the proposed Transfer.

Landlord’s Consent; Standards. Landlord’s consent to a proposed assignment or subletting shall not be unreasonably withheld; but, in addition to any other grounds for denial, Landlord’s consent shall be deemed reasonably withheld if, in Landlord’s good faith judgment: (i) the proposed assignee or subtenant does not have the financial strength to perform its obligations under this Lease or any proposed sublease; (ii) the business and operations of the proposed assignee or subtenant are not of comparable quality to the business and operations being conducted by other tenants in the Building; (iii) the proposed assignee or subtenant intends to use any part of the Premises for a purpose not permitted under this Lease; (iv) either the proposed assignee or subtenant, or any person which directly or indirectly controls, is controlled by, or is under common control with the proposed assignee or subtenant occupies space in the Building, or is negotiating with Landlord to lease space in the Building; (v) the proposed assignee or subtenant is disreputable; or (viv) the use of the Premises or the Building by the proposed assignee or subtenant would, in Landlord’s reasonable judgment, impact the Building in a negative manner including but not limited to significantly increasing the pedestrian traffic in and out of the Building or requiring any alterations to the Building to comply with applicable laws; (viivi) the subject space is not regular in shape with appropriate means of ingress and egress suitable for normal renting purposes; (viiivii) the transferee is a government (or agency or instrumentality thereof) or (ixviii) Tenant has failed to cure a default at the time Tenant requests consent tot the proposed Transfer.

Landlord’s Consent; Standards. Landlord’s consent to a proposed assignment or subletting shall not be unreasonably withheld; but, For purposes of Section 13.1 and in addition to any other reasonable grounds for denial, Landlord’s consent shall to a Transfer will be deemed reasonably withheld if, in Landlord’s good faith judgment, any one or more of the following apply: (ia) the proposed assignee or subtenant transferee does not have the financial strength to perform its the Tenant’s obligations under this Lease or any proposed subleaseLease; (iib) the business and operations of the proposed assignee or subtenant transferee are not of comparable quality to the business and operations being conducted by other tenants in the Building; (iii) the proposed assignee or subtenant intends to use any part of the Premises for a purpose not permitted under this Lease; (ivc) either the proposed assignee or subtenanttransferee, or any person which directly or indirectly controls, is controlled by, or is under common control with Affiliate of the proposed assignee or subtenant transferee, occupies space in the Building, or is negotiating with Landlord to lease space in the Building; (vd) the proposed assignee or subtenant is disreputabletransferee does not have a good business reputation; or (vie) the use presence in the Premises of the Premises or the Building by the proposed assignee or subtenant transferee would, in Landlord’s reasonable judgment, impact the Building or the Property in a negative manner including but not limited to significantly increasing the pedestrian traffic in and out of the Building or requiring any alterations to the Building to comply with applicable lawsmanner; (viif) if the subject space is only a portion of the Premises and the physical subdivision of such portion is, or would render the Premises, not regular in shape with appropriate means of ingress and egress and facilities suitable for normal renting purposes, or is otherwise not readily divisible from the Premises; (viiig) the Transfer would require Alteration to the Building or the Property to comply with applicable Laws; (h) the transferee is a government (or agency or instrumentality thereof) ); or (ixi) Tenant has failed to cure a default an Event of Default exists under this Lease at the time Tenant requests consent tot to the proposed Transfer.

Landlord’s Consent; Standards. Landlord’s 's consent to a proposed ----------------------------- assignment or subletting shall not be unreasonably withheld; but, in addition to any other grounds for denial, Landlord’s 's consent shall be deemed reasonably withheld if, in Landlord’s 's good faith judgment: (ia) the proposed assignee or subtenant does not have the financial strength to perform its obligations under this Lease or any proposed sublease; (iib) the business and operations of the proposed assignee or subtenant are not of comparable quality to the business and operations being conducted by other tenants in the Building; (iiic) the proposed assignee or subtenant intends to use any part of the Premises for a purpose not permitted under this Lease; (ivd) either the proposed assignee or subtenant, or any person which directly or indirectly controls, is controlled by, or is under common control with the proposed assignee or subtenant occupies space in the Building, or is negotiating with Landlord to lease space in the Building; (ve) the proposed assignee or subtenant is disreputable; or (vif) the use of the Premises or the Building by the proposed assignee or subtenant would, in Landlord’s 's reasonable judgment, impact the Building in a negative manner manner, including but not limited to significantly increasing the pedestrian traffic in and out of the Building or requiring any alterations to the Building to comply with applicable laws; (viig) the subject space is not regular in shape with appropriate means of ingress and egress suitable for normal renting purposes; (viiih) the transferee is a government (or agency or instrumentality thereof) ), or (ixi) Tenant has failed to cure a default at the time Tenant requests consent tot to the proposed Transfer.

Landlord’s Consent; Standards. Landlord’s 's consent to a proposed assignment or subletting shall not be unreasonably withheld; but, in addition to any other grounds for denial, Landlord’s 's consent shall be deemed reasonably withheld if, in Landlord’s 's good faith judgment: (i) the proposed assignee or subtenant does not have the financial strength to perform its obligations under this Lease or any proposed sublease; (ii) the business and operations of the proposed assignee or subtenant are not of comparable quality to the business and operations being conducted by other tenants in the BuildingComplex; (iii) the proposed assignee or subtenant intends to use any part of the Premises for a purpose not permitted under this Lease; (iv) either the proposed assignee or subtenant, or any person which directly or indirectly controls, is controlled by, or is under common control with the proposed assignee or subtenant occupies space in the BuildingComplex, or is negotiating with Landlord to lease space in the BuildingComplex; (v) the proposed assignee or subtenant is disreputable; or (vi) the use of the Premises or the Building Complex by the proposed assignee or subtenant would, in Landlord’s 's reasonable judgment, impact the Building Complex in a negative manner including but not limited to significantly increasing the pedestrian traffic, parking capacity and requirements, and truck traffic in and out of the Building Complex or requiring any alterations to the Building Complex to comply with applicable laws; (vii) the subject space is not regular in shape with appropriate means of ingress and egress suitable for normal renting purposes; (viii) the transferee is a government (or agency or instrumentality thereof) or (ix) Tenant has failed to cure a default at the time Tenant requests consent tot to the proposed Transfer.

Landlord’s Consent; Standards. Landlord’s 's consent to a proposed ------------------------------ assignment or subletting shall not be unreasonably withheldwithheld or delayed; but, in addition to any other grounds for denial, Landlord’s 's consent shall be deemed reasonably withheld if, in Landlord’s 's good faith judgment: (i) the proposed assignee or subtenant does not have the financial strength to perform its obligations under this Lease or any proposed sublease; (ii) the business and operations of the proposed assignee or subtenant are not of comparable quality to the business and operations being conducted by other tenants in the Building; (iii) the proposed assignee or subtenant intends to use any part of the Premises for a purpose not permitted under this Lease; (iv) either the proposed assignee or subtenant, or any person which directly or indirectly controls, is controlled by, or is under common control with the proposed assignee or subtenant occupies space in the Building, or is negotiating with Landlord to lease space in the Building; (v) the proposed assignee or subtenant is disreputable; or (vi) the use of the Premises or the Building by the proposed assignee or subtenant would, in Landlord’s 's reasonable judgment, impact the Building in a negative manner including but not limited to significantly increasing the pedestrian traffic in and out of the Building or requiring any alterations to the Building to comply with applicable laws; (vii) the subject space is not regular in shape with appropriate means of ingress and egress suitable for normal renting purposes; (viii) the transferee is a government (or agency or instrumentality thereof) or (ix) Tenant has failed to cure a default at the time Tenant requests consent tot the proposed Transfer.

Landlord’s Consent; Standards. Landlord’s 's consent to a proposed assignment or subletting shall not be unreasonably withheld; but, in addition to any other grounds for denial, Landlord’s 's consent shall be deemed reasonably withheld if, in Landlord’s 's good faith judgment: (i) the proposed assignee or subtenant does not have the financial strength to perform its obligations under this Lease or any proposed subleasesublease or its financial strength is materially below that of Tenant or other tenants renting comparable space in the Building or nearby buildings; (ii) the business and operations of the proposed assignee or subtenant are not of comparable quality to to, are in competition with or would in any way interfere with or disrupt (including, without limitation, any disruption of existing parking arrangements) the business and operations being conducted by other tenants in the Building; (iii) the proposed assignee or subtenant intends to use any part of the Premises for a purpose not permitted under this LeaseLease or for a purpose not in accordance with the uses of other tenants in the building; (iv) either the proposed assignee or subtenant, or any person which directly or indirectly controls, is controlled by, or is under common control with the proposed assignee or subtenant occupies space in the BuildingBuilding or any of Landlord's other buildings in the area, or is negotiating with Landlord to lease space in the BuildingBuilding or any of Landlord's other buildings in the area; (v) the proposed assignee or subtenant is disreputable; or (vi) the use of the Premises or the Building by the proposed assignee or subtenant would, in Landlord’s 's reasonable judgment, impact the Building in a negative manner including but not limited to significantly increasing increase the pedestrian traffic in and out of the Building, the number of parking spaces required to serve the Premises or the Building, or vehicular traffic in or to the Building or requiring would require any alterations to the Building to comply with applicable laws; (vii) the subject space is not regular in shape with appropriate means of ingress and egress suitable for normal renting purposes; (viii) the transferee is a government (or agency or instrumentality thereof) or (ix) Tenant has failed to cure a default at the time Tenant requests consent tot the proposed Transfer.

Landlord’s Consent; Standards. LandlordXxxxxxxx’s consent to a proposed assignment or subletting shall not be unreasonably withheld, conditioned or delayed; but, in addition to any other grounds for denial, Landlord’s consent shall be deemed reasonably withheld if, in Landlord’s good faith judgment: (i) the proposed assignee or subtenant does not have the financial strength to perform its obligations under this Lease or any proposed sublease; (ii) the business and operations of the proposed assignee or subtenant are not of comparable quality to the business and operations being conducted by other tenants in the BuildingProperty; (iii) the proposed assignee or subtenant intends to use any part of the Premises for a purpose not permitted under this Lease; (iv) either the proposed assignee or subtenant, or any person which directly or indirectly controls, is controlled by, or is under common control with the proposed assignee or subtenant occupies space in the BuildingProperty, or is negotiating with Landlord to lease space in the BuildingProperty; (v) the proposed assignee or subtenant is disreputable; or (vi) the use of the Premises or the Building by the proposed assignee or subtenant would, in Landlord’s reasonable judgment, impact the Building in a negative manner including but not limited to significantly increasing the pedestrian traffic in and out of the Building or requiring any alterations to the Building to comply with applicable laws; (vii) the subject space is not regular in shape with appropriate means of ingress and egress suitable for normal renting purposes; (viii) the transferee is a government (or agency or instrumentality thereof) or (ixvii) Tenant an Event of Default has failed to cure a default at occurred and is continuing on either the time date on which Tenant requests consent tot to the proposed TransferTransfer or the effective date of the Tranfer. Notwithstanding the foregoing, but subject to Section 14.05, Landlord shall be deemed to have consented to a sublet of all or a portion of the Premises to any of the following: T5 Advisors, Stanwich Consulting Corp. and Seabury Capital Investment.

Landlord’s Consent; Standards. 15.4.1 Subject to the provisions of Sections 15.3 and 15.5, Landlord’s 's consent to a any proposed assignment or subletting Transfer shall not be unreasonably withheld, conditioned or delayed; butprovided, however, that in addition to any other grounds available hereunder or under applicable Law for denialproperly withholding consent to such proposed Transfer, Landlord’s 's consent with respect thereto shall be deemed reasonably withheld if, if in Landlord’s 's good faith judgment: (i) the proposed assignee or subtenant Transferee does not have the financial strength (taking into account all of the Transferee's other actual or potential obligations and liabilities) to perform its obligations with respect to the proposed Transfer (or otherwise does not satisfy Landlord's standards for financial standing with respect to tenants under this Lease or any proposed subleasedirect leases of comparable economic scope); (ii) the business and operations of the proposed assignee or subtenant Transferee are not of comparable quality to the business and operations being conducted by other direct tenants of Landlord in the BuildingProject; (iii) the proposed assignee or subtenant Transferee intends to use any part of the Premises for a purpose not permitted under this Lease; (iv) either the proposed assignee or subtenantTransferee, or any person which directly or indirectly controls, is controlled by, or is under common control with the proposed assignee or subtenant Transferee occupies space in the Building, Project or has negotiated with Landlord within the preceding one hundred eighty (180) days (or is currently negotiating with Landlord Landlord) to lease space in the BuildingProject; (v) the proposed assignee Transferee is of a character or subtenant reputation or engaged in a business which is disreputablenot consistent with the quality of the Project as evidenced by the parameters consistently applied in Landlord's direct leasing activities; or (vi) the use of the Premises Premises, the Building or the Building Project by the proposed assignee or subtenant Transferee would, in Landlord’s reasonable 's judgment, impact the Building in a negative manner including but not limited to significantly increasing increase the pedestrian traffic in and out of the Building and/or the Project, would generate increased loitering in Common Areas, would increase security risk, or requiring would require any alterations to the Building or the Project to comply with applicable lawsLaws; (vii) the subject space is not regular proposed Transfer would result in shape with appropriate means of ingress and egress suitable for normal renting purposesmore than three subleases in the Premises being in effect at any one time during the Term; (viii) the transferee any ground lessor or mortgagee whose consent to such Transfer is a government (or agency or instrumentality thereof) or required fails to consent thereto; (ix) Tenant has failed to cure a default at the time Tenant requests consent tot delivers the Transfer Notice, there is then in effect an uncured Event of Default; (x) the terms of the proposed TransferTransfer will allow the Transferee to exercise a right of renewal, right of expansion, right of first offer, or other similar rights held by Tenant (or will allow the Transferee to occupy space leased by Tenant pursuant to any such right); (xi) the proposed Transfer would cause Landlord to be in violation of another lease or agreement to which Landlord is a party or would give an occupant of the Project a right to cancel or modify its lease; (xii) the proposed Transfer would be on economic terms (based upon effective rental rates) more favorable to the Transferee than the economic terms then being accepted by Landlord for comparable direct leasing transactions in the Project; or (xiii) the proposed Transferee has the power of eminent domain, is a governmental agency or an agency or subdivision of a foreign government.

Landlord’s Consent; Standards. Landlord’s 's consent to a proposed assignment or subletting shall not be unreasonably withheld; but, in addition to any other grounds for denial, Landlord’s landlord's consent shall be deemed reasonably withheld if, in Landlord’s 's good faith judgment: (i) the proposed assignee or subtenant does not have the financial strength to perform its obligations under this Lease or any proposed sublease; (ii) the business and operations of the proposed assignee or subtenant are not of comparable quality to the business and operations being conducted by other tenants in the Building; (iii) the proposed assignee or subtenant intends to use any part of the Premises for a purpose not permitted under this the Lease; (iv) either the proposed assignee or subtenant, or any person which directly or indirectly controls, is controlled by, or is under common control with the proposed assignee or subtenant occupies space in the BuildingBuilding or the Project, if applicable, or is negotiating with Landlord to lease space in the BuildingBuilding or the Project, if applicable; (v) the proposed assignee or subtenant is disreputable; or (vi) the use of the Premises or the Building by the proposed assignee or subtenant would, in Landlord’s reasonable judgment, impact the Building in a negative manner including including, but not limited to to, significantly increasing the pedestrian traffic, parking capacity and requirements, and truck traffic in and out of the Building or requiring any alterations to the Building to comply with applicable laws; (vii) the subject space is not regular in shape with appropriate means of ingress and egress suitable for normal renting purposes; (viiivii) the transferee is a government (or agency or instrumentality thereof) or (ix) Tenant has failed to cure a default at the time Tenant requests consent tot to the proposed Transfer.

Landlord’s Consent; Standards. Landlord’s 's consent to a proposed assignment or subletting shall not be unreasonably withheld; but, in addition to any other grounds for denial, Landlord’s 's consent shall be deemed reasonably withheld if, in Landlord’s 's good faith judgment: (i) the proposed assignee or subtenant does not have the financial strength to perform its obligations under this Lease or any proposed sublease; : (ii) the business and operations of the proposed assignee or subtenant are not of comparable quality to the business and operations being conducted by other tenants in the Building; (iii) the proposed assignee or subtenant intends to use any part of the Premises for a purpose not permitted under this Lease; (iv) either the proposed assignee or subtenant, or any person which directly or indirectly controls, is controlled by, or is under common control with the proposed assignee or subtenant occupies space in the Building, or is negotiating with Landlord to lease space in the Building; (v) the proposed assignee or subtenant is disreputable; or (vi) the use of the Premises or the Building by the proposed assignee or subtenant would, in Landlord’s 's reasonable judgment, impact the Building in a negative manner including but not limited to significantly increasing the pedestrian traffic in and out of the Building or requiring any alterations to the Building to comply with applicable laws; (vii) the subject space is not regular in shape with appropriate means of ingress and egress suitable for normal renting purposes; (viii) the transferee is a government (or agency or instrumentality thereof) or (ix) Tenant has failed to cure a default at the time Tenant requests consent tot the proposed Transfer.

Landlord’s Consent; Standards. Excluding a proposed assignment or sublet to an Affiliate, Landlord’s 's consent to a proposed assignment assignment, subletting or subletting other Transfer shall not be unreasonably withheld, conditioned or delayed; buthowever, notwithstanding the foregoing and in addition to any other grounds for denial, Landlord’s 's consent shall be deemed reasonably withheld if, in Landlord’s 's good faith judgment: (ia) the proposed assignee assignee, subtenant or subtenant transferee does not have the financial strength to perform its obligations under this Lease or any proposed sublease; (iib) the business and operations of the proposed assignee assignee, subtenant or subtenant transferee are not of comparable quality to the business and operations being conducted by other tenants in the Building; (iiic) the proposed assignee assignee, subtenant or subtenant transferee intends to use any part of the Premises for a purpose not permitted under this Lease; (ivd) either the proposed assignee assignee, subtenant or subtenanttransferee, or any person which directly or indirectly controls, is controlled by, or is under common control with the proposed assignee assignee, subtenant or subtenant transferee occupies space in the Building, or is negotiating with Landlord to lease space in the Building; (v) the proposed assignee or subtenant is disreputable; or (vie) the use of the Premises or the Building by the proposed assignee assignee, subtenant or subtenant transferee would, in Landlord’s 's reasonable judgment, significantly impact the Building in a negative manner including but not limited to significantly increasing the pedestrian traffic in and out of the Building or requiring any substantial alterations to the Building to comply with applicable lawsApplicable Laws; (viif) the subject space is not regular in shape with appropriate means of ingress and egress suitable for normal renting purposes; (viiig) the proposed assignee, subtenant or transferee is a government (or agency or instrumentality thereof) ); or (ixh) Tenant has failed to cure a breach or default of this Lease (and the same continues after expiration of any applicable cure periods) at the time Tenant requests consent tot to the proposed Transfer.

Landlord’s Consent; Standards. Landlord’s 's consent to a proposed ----------------------------- assignment or subletting shall not be unreasonably withheld; but, in addition to any other grounds for denial, . Landlord’s 's consent shall be deemed reasonably withheld if, in Landlord’s 's good faith judgment: (i) the proposed assignee or subtenant does not have the financial strength to perform its obligations under this Lease or any proposed sublease; (ii) the business and operations of the proposed assignee or subtenant are not of comparable quality to the business and operations being conducted by other tenants in the Building; (iii) the proposed assignee or subtenant intends to use any part of the Premises for a purpose not permitted under this Lease; (iv) either the proposed assignee or subtenant, or any person which directly or indirectly controls, is controlled by, or is is-under common control with the proposed assignee or subtenant occupies space in the Building, or is negotiating with Landlord to lease space in the Building; (v) the proposed assignee or subtenant is disreputable; or (vi) the use of the Premises or the Building by the proposed assignee or subtenant would, in Landlord’s 's reasonable judgment, impact the Building in a negative manner including but not limited to significantly increasing the pedestrian traffic in and out of the Building or requiring any alterations to the Building to comply with applicable laws; (vii) the subject space is not regular in shape with appropriate means of ingress and egress suitable for normal renting purposes; (viii) the transferee is a government (or agency or instrumentality thereof) or (ix) Tenant has failed to cure a default at the time Tenant requests consent tot to the proposed Proposed Transfer.

Landlord’s Consent; Standards. Landlord’s 's consent to a proposed assignment or subletting shall not be unreasonably withheld; but, in addition to any other grounds for denial, Landlord’s 's consent shall be deemed reasonably withheld if, in Landlord’s 's good faith judgment: (ia) the proposed assignee or subtenant does not have the financial strength to perform its obligations under this Lease or any proposed sublease; (iib) the business and operations of the proposed assignee or subtenant are not of comparable quality to the business and operations being conducted by other tenants in the Building; (iiic) the proposed assignee or subtenant intends to use any part of the Premises for a purpose not permitted under this Lease; (ivd) either the proposed assignee or subtenant, or any person which directly or indirectly controls, is controlled by, or is under common control with the proposed assignee or subtenant occupies space in the Building, or is negotiating with Landlord to lease space in the Building; (ve) the proposed assignee or subtenant is disreputable; or (vif) the use of the Premises or the Building by the proposed assignee or subtenant would, in Landlord’s 's reasonable judgment, impact the Building in a negative manner manner, including but not limited to significantly increasing the pedestrian traffic in and out of the Building or requiring any alterations to the Building to comply with applicable laws; (viig) the subject space is not regular in shape with appropriate means of ingress and egress suitable for normal renting purposes; (viiih) the transferee is a government (or agency or instrumentality thereof) ), or (ixi) Tenant has failed to cure a default at the time Tenant requests consent tot to the proposed Transfer.