Common use of Landlord’s Right to Space Clause in Contracts

Landlord’s Right to Space. (b) Tenant acknowledges and agrees that, among other circumstances for which Landlord could reasonably withhold consent to a proposed Transfer, it shall be reasonable for Landlord to withhold consent where (i) the Proposed Transferee does not intend itself to occupy the entire portion of the Premises assigned or sublet, (ii) Landlord reasonably disapproves of the Proposed Transferee’s business operating ability or history, reputation or creditworthiness or the character of the business to be conducted by the Proposed Transferee at the Premises, (iii) the Proposed Transferee is a governmental agency or unit or an existing tenant or an affiliate of an existing tenant in the Project, (iv) the proposed Transfer would violate any “exclusive” rights of any tenants in the Project, (v) Landlord or Landlord’s agent has shown space in the Project to the Proposed Transferee or responded to any inquiries from the Proposed Transferee or the Proposed Transferee’s agent concerning availability of space in the Project, at any time within the preceding nine months, and Landlord does not have adequate space in the Project to accommodate the needs of the Proposed Transferee, (vi) a proposed Transfer would violate any Encumbrance, (vii) any Mortgagee objects to the proposed Transfer, or (viii) Landlord otherwise determines that the proposed Transfer would have the effect of decreasing the value of the Project or increasing the expenses associated with operating, maintaining and repairing the Project. Tenant may offer but in no event will Tenant advertise all or any portion of the Premises for assignment or sublease at a rental less than that then sought by Landlord for a direct lease (non-sublease) of comparable space in the Project.

Landlord’s Right to Space. Notwithstanding any of the above provisions of this Section to the contrary, if Tenant notifies Landlord that it desires to enter into a Transfer, Landlord, in lieu of consenting to such Transfer, may elect (a) in the case of an assignment or a sublease of the entire Premises, to terminate this Lease, or (b) in the case of a sublease for a term greater than fifty (50%) of the remaining term of this Lease and which sublease results in more than fifty percent (50%) of the entire Premises being subleased at any given time, to terminate this Lease as it relates to the space proposed to be subleased by Tenant. In such event, this Lease will terminate (or the space proposed to be subleased will be removed from the Premises subject to this Lease and the Base Rent and Tenant’s Share under this Lease shall be proportionately reduced) on the earlier of (x) sixty (60) days after the date of Landlord’s notice to Tenant acknowledges and agrees thatmaking the election set forth in this Section 14.7, among other circumstances for which or (y) the date the Transfer was proposed to be effective, if such date is specified in Tenant’s notice to Landlord could reasonably withhold consent to a regarding the proposed Transfer, it shall be reasonable for and Landlord may lease such space to withhold consent where any party, including the prospective Transferee identified by Tenant. Notwithstanding the provisions of this Section 14.7 to the contrary, if (i) the Proposed Transferee does not intend itself Tenant proposes to occupy the entire sublease a portion of the Premises assigned or subletPremises, and (ii) Landlord reasonably disapproves elects to terminate this Lease with respect to the space Tenant proposes to sublease, then Tenant shall have the right to rescind (a “Rescission”) any such termination by Landlord only with respect to any sublease which cumulatively, whether through one (1) or more subleases, does not result in Tenant subleasing, in the aggregate, more than seventy-five percent (75%) of the Proposed Transferee’s business operating ability or history, reputation or creditworthiness or the character of the business to be conducted by the Proposed Transferee at rentable area in the Premises. Any Rescission shall be effective, if at all, only by Tenant giving Landlord written notice (“Tenant’s Rescission Notice”) within five (5) Business Days following Landlord’s written notice of termination pursuant to the provisions of this Section 14.7. Upon Tenant giving Tenant’s Rescission Notice, (iii) this Lease shall remain in full force and effect in accordance with the Proposed Transferee is a governmental agency or unit or an existing tenant or an affiliate of an existing tenant in the Projectprovisions contained herein, and (iv) Tenant shall be deemed to have withdrawn the request for consent to a sublease, and the proposed Transfer sublease which was the basis for Landlord’s termination under the provisions of this Section 14.7 shall be void, and of no force and effect. Tenant shall not have the right to rescind Landlord’s termination of a sublease which cumulatively would violate any “exclusive” rights result in Tenant subleasing more than seventy-five percent (75%) of any tenants the rentable area in the Project, (v) Landlord or Landlord’s agent has shown space in the Project to the Proposed Transferee or responded to any inquiries from the Proposed Transferee or the Proposed Transferee’s agent concerning availability of space in the Project, at any time within the preceding nine months, and Landlord does not have adequate space in the Project to accommodate the needs of the Proposed Transferee, (vi) a proposed Transfer would violate any Encumbrance, (vii) any Mortgagee objects to the proposed Transfer, or (viii) Landlord otherwise determines that the proposed Transfer would have the effect of decreasing the value of the Project or increasing the expenses associated with operating, maintaining and repairing the Project. Tenant may offer but in no event will Tenant advertise all or any portion of the Premises for assignment or sublease at a rental less than that then sought by Landlord for a direct lease (non-sublease) of comparable space in the ProjectPremises.

Landlord’s Right to Space. (b) Tenant acknowledges and agrees that, among other circumstances for which Landlord could reasonably withhold consent to a proposed Transfer, it shall be reasonable for Landlord to withhold consent where (i) the Proposed Transferee does not intend itself to occupy the entire portion of the Premises assigned or sublet, (ii) Landlord reasonably disapproves of the Proposed Transferee’s business operating ability or history, reputation or creditworthiness or the nature or character of the business to be conducted by the Proposed Transferee at the Premises, (iii) the Proposed Transferee is a governmental agency or unit or an existing tenant or an affiliate of an existing tenant in the Project, unless, in the case of a Proposed Transferee, Landlord does not have space available in the Project that Landlord is willing to lease to the Proposed Transferee containing the same or more square feet than the space contained in the Premises, (iv) the proposed Transfer would violate any “exclusive” rights of any tenants in the Project, (v) Landlord or Landlord’s agent has shown space in the Project to the Proposed Transferee or responded to any inquiries from the Proposed Transferee or the Proposed Transferee’s agent concerning availability of space in the Project, at any time within the preceding nine months, and Landlord does not have adequate space in the Project to accommodate the needs of the Proposed Transferee, or (vi) a proposed Transfer would violate any Encumbrance, (vii) any Mortgagee objects to the proposed Transfer, or (viii) Landlord otherwise determines that the proposed Transfer would have the effect of decreasing the value of the Project or increasing the expenses associated with operating, maintaining and repairing the Project. Tenant may offer but in In no event will may Tenant publicly advertise all or any portion of the Premises for assignment or sublease at a rental less than that then sought by Landlord for a direct lease (non-sublease) of comparable space in the Project. Notwithstanding the foregoing, Tenant may employ a broker who advertises on a commercial multiple listing service in Order to offer the Premises for assignment or sublease.

Landlord’s Right to Space. (b) Tenant acknowledges and agrees that, among other circumstances for which Landlord could reasonably withhold consent to a proposed Transfer, it shall be reasonable for Landlord to withhold consent where (i) the Proposed Transferee does not intend itself to occupy the entire portion of the Premises assigned or sublet, (ii) Landlord reasonably disapproves of the Proposed Transferee’s business operating ability or history, reputation or creditworthiness or the character of the business to be conducted by the Proposed Transferee at the Premises, (iii) the Proposed Transferee is a governmental agency or unit or an existing tenant or an affiliate of an existing tenant in the Project, (iv) the proposed Transfer would violate any “exclusive” rights of any tenants in the Project, (v) Landlord or Landlord’s agent has shown space in the Project to the Proposed Transferee or responded to any inquiries from the Proposed Transferee or the Proposed Transferee’s agent concerning availability of space in the Project, at any time within the preceding nine months, and Landlord does not have adequate space in the Project to accommodate the needs of the Proposed Transferee, (vi) a proposed Transfer would violate any Encumbrance, (vii) any Mortgagee objects to the proposed Transfer, (viii) the proposed agreement governing the Transfer purports to expand the Tenant’s rights under the Lease, or modify or constrain any of Landlord’s rights under the Lease, or (viiiix) Landlord otherwise determines that the proposed Transfer would have the effect of decreasing the value of the Project or increasing the expenses associated with operating, maintaining and repairing the Project. Tenant may offer but in In no event will may Tenant publicly offer or advertise all or any portion of the Premises for assignment or sublease at a rental less than that then sought by Landlord for a direct lease (non-sublease) of comparable space in the Project.

Landlord’s Right to Space. (b) Notwithstanding any of the above provisions ------------------------- of this Section to the contrary, if Tenant acknowledges and agrees that, among other circumstances for which notifies Landlord could reasonably withhold consent that it desires to enter into a proposed Transfer, Landlord, in lieu of consenting to such Transfer, may elect (x) in the case of an assignment or a sublease of the entire Premises, to terminate this Lease, or (y) in the case of a sublease of less than the entire Premises, to terminate this Lease as it relates to the space proposed to be subleased by Tenant. In such event, this Lease will terminate (or the space proposed to be subleased will be removed from the Premises subject to this Lease and the Base Rent and Tenant's Share under this Lease shall be reasonable for proportionately reduced) on the date the Transfer was proposed to be effective, and Landlord may lease such space to withhold consent where any party, including the prospective Transferee identified by Tenant. Notwithstanding the provisions of this Section 14.7 to the contrary, if (i) the Proposed Transferee does not intend itself Tenant proposes to occupy the entire sublease a portion of the Premises assigned or subletPremises, and (ii) Landlord reasonably disapproves elects to terminate this Lease with respect to the space Tenant proposes to sublease, then Tenant shall have the right to rescind (a "Rescission") any such termination by Landlord only with respect to any sublease which cumulatively, whether through one (1) or more subleases, does not result in Tenant subleasing, in the aggregate, more than seventy-five percent (75%) of the Proposed Transferee’s business operating ability or history, reputation or creditworthiness or the character of the business to be conducted by the Proposed Transferee at rentable area in the Premises. Any Rescission shall be effective, if at all, only by Tenant giving Landlord written notice ("Tenant's Rescission Notice") within five (5) Business Days following Landlord's written notice of termination pursuant to the provisions of this Section 14.7. Upon Tenant giving Tenant's Rescission Notice, (iii) this Lease shall remain in full force and effect in accordance with the Proposed Transferee is a governmental agency or unit or an existing tenant or an affiliate of an existing tenant in the Projectprovisions contained herein, and (iv) Tenant shall be deemed to have withdrawn the request for consent to a sublease, and the proposed Transfer sublease which was the basis for Landlord's termination under the provisions of this Section 14.7 shall be void, and of no force and effect. Tenant shall not have the right to rescind Landlord's termination of a sublease which cumulatively would violate any “exclusive” rights result in Tenant subleasing more than seventy-five percent (75%) of any tenants the rentable area in the Project, (v) Landlord or Landlord’s agent has shown space in the Project to the Proposed Transferee or responded to any inquiries from the Proposed Transferee or the Proposed Transferee’s agent concerning availability of space in the Project, at any time within the preceding nine months, and Landlord does not have adequate space in the Project to accommodate the needs of the Proposed Transferee, (vi) a proposed Transfer would violate any Encumbrance, (vii) any Mortgagee objects to the proposed Transfer, or (viii) Landlord otherwise determines that the proposed Transfer would have the effect of decreasing the value of the Project or increasing the expenses associated with operating, maintaining and repairing the Project. Tenant may offer but in no event will Tenant advertise all or any portion of the Premises for assignment or sublease at a rental less than that then sought by Landlord for a direct lease (non-sublease) of comparable space in the ProjectPremises.

Landlord’s Right to Space. (b) Notwithstanding any of the above provisions of this Section to the contrary, if Tenant acknowledges and agrees that, among other circumstances for which notifies Landlord could reasonably withhold consent that it desires to enter into a proposed Transfer, Landlord, in lieu of consenting to such Transfer, may elect (x) in the case of an assignment or a sublease of the entire Premises, to terminate this Lease, or (y) in the case of a sublease of less than the entire Premises, to terminate this Lease as it relates to the space proposed to be subleased by Tenant. Notwithstanding the foregoing, subject to Landlord's approval rights and the other provisions of this Section 14, Landlord shall be reasonable for Landlord not have the right to withhold consent where partially terminate this Lease with respect to any sublease whenever (i) the Proposed Transferee such sublease does not intend itself to occupy the entire portion result in Tenant subleasing more than thirty percent (30%) of the rentable square feet in the Premises assigned or subletat any given time, and (ii) Landlord reasonably disapproves after the commencement date of any sublease, the term of any such sublease (including any renewal option or options) is less than fifty percent (50%) of the Proposed Transferee’s business operating ability or historyremaining Term of this Lease, reputation or creditworthiness or the character of the business to be conducted by the Proposed Transferee at the Premises, and (iii) the Proposed Transferee is a governmental agency or unit or an existing tenant or an affiliate of an existing tenant in the Project, (iv) the proposed Transfer would violate any “exclusive” rights term of any tenants such sublease does not expire within the last three (3) years of the Term of this Lease. If Landlord elects to terminate this Lease (whether partially, or in the Project, (vits entirety) Landlord or Landlord’s agent has shown space in the Project pursuant to the Proposed Transferee provisions of this Section 14.7, this Lease will terminate (or responded the space proposed to any inquiries be subleased will be removed from the Proposed Transferee Premises subject to this Lease and the Base Rent and Tenant's Operating Costs Share and Tenant's Tax Share under this Lease shall be proportionately reduced) on the earlier of sixty (60) days after the date of Landlord's notice to Tenant making the election set forth in this Section 14.7 or the Proposed Transferee’s agent concerning availability of space in date the Project, at any time within the preceding nine monthsTransfer was proposed to be effective, and Landlord does not have adequate may lease such space in to any party, including the Project to accommodate the needs of the Proposed Transferee, (vi) a proposed Transfer would violate any Encumbrance, (vii) any Mortgagee objects to the proposed Transfer, or (viii) Landlord otherwise determines that the proposed Transfer would have the effect of decreasing the value of the Project or increasing the expenses associated with operating, maintaining and repairing the Project. Tenant may offer but in no event will Tenant advertise all or any portion of the Premises for assignment or sublease at a rental less than that then sought prospective Transferee identified by Landlord for a direct lease (non-sublease) of comparable space in the ProjectTenant.

Landlord’s Right to Space. Notwithstanding any of the above provisions of this Section to the contrary, if Tenant notifies Landlord that it desires to enter into a Transfer, Landlord, in lieu of consenting to such Transfer, may elect (a) in the case of an assignment or a sublease of the entire Premises, to terminate this Lease, or (b) in the case of a sublease of less than the entire Premises, to terminate this Lease as it relates to the space proposed to be subleased by Tenant. In such event, this Lease will terminate (or the space proposed to be subleased will be removed from the Premises subject to this Lease and the Base Rent and Tenant’s Share under this Lease shall be proportionately reduced) on the earlier of (x) ninety (90) days after the date of Landlord’s notice to Tenant acknowledges and agrees thatmaking the election set forth in this Section 14.7, among other circumstances for which or (y) the date the Transfer was proposed to be effective, if such date is specified in Tenant’s notice to Landlord could reasonably withhold consent to a regarding the proposed Transfer, it shall be reasonable for and Landlord may lease such space to withhold consent where any party, including the prospective Transferee identified by Tenant. Notwithstanding the provisions of this Section 14.7 to the contrary, if (i) the Proposed Transferee does not intend itself Tenant proposes to occupy the entire sublease a portion of the Premises assigned or subletPremises, and (ii) Landlord reasonably disapproves elects to terminate this Lease with respect to the space Tenant proposes to sublease, then Tenant shall have the right to rescind (a “Rescission”) any such termination by Landlord only with respect to any sublease which cumulatively, whether through one (1) or more subleases, does not result in Tenant subleasing, in the aggregate, more than seventy-five percent (75%) of the Proposed Transferee’s business operating ability or history, reputation or creditworthiness or the character of the business to be conducted by the Proposed Transferee at rentable area in the Premises. Any Rescission shall be effective, if at all, only by Tenant giving Landlord written notice (“Tenant’s Rescission Notice”) within five (5) Business Days following Landlord’s written notice of termination pursuant to the provisions of this Section 14.7. Upon Tenant giving Tenant’s Rescission Notice, (iii) this Lease shall remain in full force and effect in accordance with the Proposed Transferee is a governmental agency or unit or an existing tenant or an affiliate of an existing tenant in the Projectprovisions contained herein, and (iv) Tenant shall be deemed to have withdrawn the request for consent to a sublease, and the proposed Transfer sublease which was the basis for Landlord’s termination under the provisions of this Section 14.7 shall be void, and of no force and effect. Tenant shall not have the right to rescind Landlord’s termination of a sublease which cumulatively would violate any “exclusive” rights result in Tenant subleasing more than seventy-five percent (75%) of any tenants the rentable area in the Project, (v) Landlord or Landlord’s agent has shown space in the Project to the Proposed Transferee or responded to any inquiries from the Proposed Transferee or the Proposed Transferee’s agent concerning availability of space in the Project, at any time within the preceding nine months, and Landlord does not have adequate space in the Project to accommodate the needs of the Proposed Transferee, (vi) a proposed Transfer would violate any Encumbrance, (vii) any Mortgagee objects to the proposed Transfer, or (viii) Landlord otherwise determines that the proposed Transfer would have the effect of decreasing the value of the Project or increasing the expenses associated with operating, maintaining and repairing the Project. Tenant may offer but in no event will Tenant advertise all or any portion of the Premises for assignment or sublease at a rental less than that then sought by Landlord for a direct lease (non-sublease) of comparable space in the ProjectPremises.

Landlord’s Right to Space. (b) Tenant acknowledges and agrees that, among other circumstances for which Landlord could reasonably withhold consent to a proposed Transfer, it shall be reasonable for Landlord to withhold consent where (i) the Proposed Transferee does not intend itself to occupy the entire portion of the Premises assigned or sublet, (ii) Landlord reasonably disapproves of the Proposed Transferee’s business operating ability or history, reputation or creditworthiness or the character of the business to be conducted by the Proposed Transferee at the Premises, (iii) the Proposed Transferee is a governmental agency or unit or an existing tenant or an affiliate of an existing tenant in the ProjectBuilding, (iv) the proposed Transfer would violate any “exclusive” rights of any tenants in the ProjectBuilding, (v) Landlord or Landlord’s agent has shown space in the Project Building to the Proposed Transferee or responded to any inquiries from the Proposed Transferee or the Proposed Transferee’s agent concerning availability of space in the ProjectBuilding, at any time within the preceding nine months, and Landlord does not have adequate space in the Project to accommodate the needs of the Proposed Transferee, (vi) a proposed Transfer would violate any Encumbrance, (vii) any Mortgagee objects to the proposed Transfer, or (viii) Landlord otherwise reasonably determines that the proposed Transfer would have the effect of decreasing the value of the Project Property or increasing the expenses associated with operating, maintaining and repairing the ProjectProperty. Tenant may offer but in In no event will may Tenant publicly offer or advertise all or any portion of the Premises for assignment or sublease at a rental less than that then sought by Landlord for a direct lease (non-sublease) of comparable space in the ProjectBuilding.

Landlord’s Right to Space. (b) Tenant acknowledges and agrees that, among other circumstances for which Landlord could reasonably withhold consent to a proposed Transfer, it shall be reasonable for Landlord to withhold consent where (i) the Proposed Transferee does not intend itself to occupy the entire portion of the Premises assigned or sublet, (ii) Landlord reasonably disapproves of the Proposed Transferee’s business operating ability or history, reputation or creditworthiness or the character of the business to be conducted by the Proposed Transferee at the Premises, (iii) the Proposed Transferee is a governmental agency or unit or an existing tenant or an affiliate in the Project, unless, in the case of an existing tenant tenant, Landlord does not have space available for lease containing the same or more square feet as is contained in the Premises to accommodate the existing tenant’s expansion needs in the Project, ALMADEN FINANCIAL PLAZA as identified in writing by such existing tenant, (iv) the proposed Transfer would violate any “exclusive” rights of any tenants in the Project, (v) Landlord or Landlord’s agent has shown space in the Project Building to the Proposed Transferee or responded to any inquiries from the Proposed Transferee or the Proposed Transferee’s agent concerning availability of space in the ProjectBuilding, at any time within the preceding nine months, (9) months and Landlord does not have adequate has space available to lease in the Project to accommodate containing approximately the needs of same rentable area as is contained in the Proposed Transfereeproposed Transfer, (vi) a proposed Transfer would violate any Encumbrance, (vii) any Mortgagee objects to the proposed Transfer, or (viii) the proposed agreement governing the Transfer purports to expand the Tenant’s rights under the Lease, or modify or constrain any of Landlord’s rights under the Lease, or (ix) Landlord otherwise reasonably determines that the proposed Transfer would have the effect of decreasing the value of the Project or increasing the expenses associated with operating, maintaining and repairing the Project. Tenant may offer but in In no event will may Tenant publicly offer or advertise all or any portion of the Premises for assignment or sublease at a rental less than seventy-five percent (75%) of that then sought by Landlord for a direct lease (non-sublease) of comparable space in the Project.

Landlord’s Right to Space. Notwithstanding any of the above provisions of this Section to the contrary, if Tenant notifies Landlord that it desires to enter into a Transfer, Landlord, in lieu of consenting to such Transfer, may elect (bx) in the case of an assignment or a sublease of the entire Premises, to terminate this Lease, or (y) in the case of a sublease of less than the entire Premises, to terminate this Lease as it relates to the space proposed to be subleased by Tenant; provided, however, Tenant acknowledges and agrees that, among other circumstances for which shall have the right to negate Landlord's termination pursuant to the provisions of this Section 14.7 by giving Landlord could reasonably withhold consent written notice of such negation ("Tenant's Negation Notice") within three (3) Business Days after Tenant receives Landlord's notice electing to terminate in lieu of consenting to a proposed Transfer. Upon Tenant's Negation Notice, Tenant shall be deemed to have withdrawn Tenant's request for a Transfer, it the Lease shall not be reasonable for Landlord to withhold consent where (i) the Proposed Transferee does not intend itself to occupy the entire portion of the Premises assigned or sublet, (ii) Landlord reasonably disapproves of the Proposed Transferee’s business operating ability or history, reputation or creditworthiness or the character of the business to be conducted by the Proposed Transferee at the Premises, (iii) the Proposed Transferee is a governmental agency or unit or an existing tenant or an affiliate of an existing tenant in the Project, (iv) the proposed Transfer would violate any “exclusive” rights of any tenants in the Project, (v) Landlord or Landlord’s agent has shown space in the Project to the Proposed Transferee or responded to any inquiries from the Proposed Transferee or the Proposed Transferee’s agent concerning availability of space in the Project, at any time within the preceding nine months, and Landlord does not have adequate space in the Project to accommodate the needs of the Proposed Transferee, (vi) a proposed Transfer would violate any Encumbrance, (vii) any Mortgagee objects terminated with respect to the proposed Transfer, or (viii) Landlord otherwise determines that and the proposed Transfer would Transferee shall have no right in and to the effect of decreasing the value of the Project or increasing the expenses associated with operating, maintaining and repairing the Project. Tenant may offer but in no event will Tenant advertise all or any portion of the Premises for assignment or sublease at a rental less than that then sought by Landlord for a direct lease (non-sublease) of comparable space which was included in the Projectproposed Transfer. Upon any such termination pursuant to the provisions of this Section 14.7, this Lease will terminate (or the space proposed to be subleased will be removed from the Premises subject to this Lease and the Base Rent and Tenant's Share under this Lease shall be proportionately reduced) on the date the Transfer was proposed to be effective, and Landlord may lease such space to any party, including the prospective Transferee identified by Tenant. Notwithstanding the provisions of this Section 14.7 to the contrary, Landlord recognizes and agrees that upon or after the Commencement Date of this Lease Tenant intends to sublease Building 26, containing approximately 19,475 square feet of rentable area, to another entity. Subject to Landlord's approval rights over the proposed sublease, as provided in Section 14.1 of this Lease, Landlord agrees that Landlord shall not have the right to terminate this Lease with respect to the first sublease entered into by Tenant with another entity for Building 26.

Landlord’s Right to Space. Notwithstanding any of the above provisions of this Section to the contrary, if Tenant notifies Landlord that it desires to enter into a Transfer, Landlord, in lieu of consenting to such Transfer, may elect (bx) in the case of an assignment or a sublease of the entire Premises, to terminate this Lease, or (y) in the case of a sublease of less than the entire Premises, to terminate this Lease as it relates to the space proposed to be subleased by Tenant; provided, however, Tenant acknowledges and agrees that, among other circumstances for which shall have the right to negate Landlord’s termination pursuant to the provisions of this Section 14.7 by giving Landlord could reasonably withhold consent written notice of such negation (“Tenant’s Negation Notice”) within three (3) Business Days after Tenant receives Landlord’s notice electing to terminate in lieu of consenting to a proposed Transfer. Upon Tenant’s Negation Notice, Tenant shall be deemed to have withdrawn Tenant’s request for a Transfer, it the Lease shall not be reasonable for Landlord to withhold consent where (i) the Proposed Transferee does not intend itself to occupy the entire portion of the Premises assigned or sublet, (ii) Landlord reasonably disapproves of the Proposed Transferee’s business operating ability or history, reputation or creditworthiness or the character of the business to be conducted by the Proposed Transferee at the Premises, (iii) the Proposed Transferee is a governmental agency or unit or an existing tenant or an affiliate of an existing tenant in the Project, (iv) the proposed Transfer would violate any “exclusive” rights of any tenants in the Project, (v) Landlord or Landlord’s agent has shown space in the Project to the Proposed Transferee or responded to any inquiries from the Proposed Transferee or the Proposed Transferee’s agent concerning availability of space in the Project, at any time within the preceding nine months, and Landlord does not have adequate space in the Project to accommodate the needs of the Proposed Transferee, (vi) a proposed Transfer would violate any Encumbrance, (vii) any Mortgagee objects terminated with respect to the proposed Transfer, or (viii) Landlord otherwise determines that and the proposed Transfer would Transferee shall have no right in and to the effect of decreasing the value of the Project or increasing the expenses associated with operating, maintaining and repairing the Project. Tenant may offer but in no event will Tenant advertise all or any portion of the Premises for assignment or sublease at a rental less than that then sought by Landlord for a direct lease (non-sublease) of comparable space which was included in the Projectproposed Transfer. Upon any such termination pursuant to the provisions of this Section 14.7, this Lease will terminate (or the space proposed to be subleased will be removed from the Premises subject to this Lease and the Base Rent and Tenant’s Share under this Lease shall be proportionately reduced) on the date the Transfer was proposed to be effective, and Landlord may lease such space to any party, including the prospective Transferee identified by Tenant. Notwithstanding the provisions of this Section 14.7 to the contrary, Landlord recognizes and agrees that upon or after the Commencement Date of this Lease Tenant intends to sublease Building 26, containing approximately 19,483 square feet of rentable area, to another entity. Subject to Landlord’s approval rights over the proposed sublease, as provided in Section 14.1 of this Lease, Landlord agrees that Landlord shall not have the right to terminate this Lease with respect to any sublease during the first 36 months of the initial lease Term entered into by Tenant with another entity for Building 26.

Landlord’s Right to Space. (b) Tenant Txxxxx acknowledges and agrees that, among other circumstances for which Landlord could reasonably withhold consent to a proposed Transfer, it shall be reasonable for Landlord to withhold consent where (i) the Proposed Transferee does not intend itself to occupy the entire portion of the Premises assigned or sublet, (ii) Landlord reasonably disapproves of the Proposed Transferee’s business operating ability or history, reputation or creditworthiness or the character of the business to be conducted by the Proposed Transferee at the Premises, (iii) the Proposed Transferee is a governmental agency or unit or an existing tenant or an affiliate of an existing tenant in the ProjectProject (provided, however, Landlord will not withhold its consent solely because the proposed subtenant or assignee is an existing tenant of the Project or affiliate of an existing tenant of the Project if Landlord does not have space available for lease in the Project that is comparable to the space Tenant desires to sublet or assign. Landlord shall be deemed to have comparable space if it has, or will have, space available in the Project that is approximately the same size as the space Tenant desires to sublet or assign within 4 months of the proposed commencement of the proposed sublease or assignment), (iv) the proposed Transfer would violate any “exclusive” rights of any tenants in the Project, (v) Landlord or Landlord’s agent has shown space in the Project to the Proposed Transferee or responded to any inquiries from the Proposed Transferee or the Proposed Transferee’s agent concerning availability of space in the Project, at any time within the preceding nine months, and Landlord does not have adequate space in the Project to accommodate the needs of the Proposed Transferee, (vi) a proposed Transfer would violate any Encumbrance, (vii) any Mortgagee objects to the proposed Transfer, or (viii) the proposed agreement governing the Transfer purports to expand the Tenant’s rights under the Lease, or modify or constrain any of Landlord’s rights under the Lease, (ix) Landlord otherwise reasonably determines that the proposed Transfer would have the effect of decreasing the value of the Project or increasing the expenses associated with operating, maintaining and repairing the Project, (x) the Proposed Transferee is a tenant in the Project, or (xi) the financial strength of the Proposed Transferee at the time of the proposed Transfer is not at least equal to that of Tenant at the time of execution of this Lease. Tenant may offer but in In no event will may Tenant publicly offer or advertise all or any portion of the Premises for assignment or sublease at a rental less than that then sought by Landlord for a direct lease (non-sublease) of comparable space in the Project.

Landlord’s Right to Space. Notwithstanding any of the above ------------------------- provisions of this Section to the contrary, if Tenant notifies Landlord that it desires to enter into a Transfer, Landlord, in lieu of consenting to such Transfer, may elect (bx) in the case of an assignment or a sublease of the entire Premises, to terminate this Lease, or (y) in the case of a sublease of less than the entire Premises, to terminate this Lease as it relates to the space proposed to be subleased by Tenant. In such event, this Lease will terminate (or the space proposed to be subleased will be removed from the Premises subject to this Lease and the Base Rent and Tenant's Share under this Lease shall be proportionately reduced) on the date the Transfer was proposed to be effective, and Landlord may lease such space to any party, including the prospective Transferee identified by Tenant. Landlord acknowledges that within twelve (12) months following the Commencement Date Tenant intends to sublease up to 15,000 rentable square feet on the ground floor of the Premises, and, notwithstanding the provisions of this Section 14.7 to the contrary, Landlord shall not have the right to terminate this Lease as it relates to Tenant subleasing up to 15,000 rentable square feet on the ground floor of the Premises during the initial twelve (12) months following the Commencement Date. Notwithstanding the provisions of this Section 14.7 to the contrary, if(i) Tenant acknowledges and agrees thatproposes to assign this Lease, among other circumstances for which Landlord could reasonably withhold consent or to sublease all or a proposed Transfer, it shall be reasonable for Landlord to withhold consent where (i) the Proposed Transferee does not intend itself to occupy the entire portion of the Premises assigned or subletPremises, and (ii) Landlord reasonably disapproves notifies Tenant that Landlord elects to terminate this Lease due to such proposed assignment, or Landlord elects to terminate this Lease with respect to the space Tenant proposes to sublease, then Tenant shall have the right to rescind any such termination by Landlord by giving Landlord written notice ("Tenant's Rescission Notice") only within five (5) Business Days following Landlord's written notice of termination pursuant to the Proposed Transferee’s business operating ability or history, reputation or creditworthiness or the character provisions of the business to be conducted by the Proposed Transferee at the Premisesthis Section 14.7. Upon Tenant giving Tenant' s Rescission Notice, (iii) this Lease shall remain in full force and effect in accordance with the Proposed Transferee is a governmental agency or unit or an existing tenant or an affiliate of an existing tenant in the Projectprovisions contained herein, and (iv) Tenant shall be deemed to have withdrawn the request for consent to a Transfer, and the proposed Transfer would violate any “exclusive” rights which was the basis for Landlord's termination under the provisions of any tenants in the Project, (v) Landlord or Landlord’s agent has shown space in the Project to the Proposed Transferee or responded to any inquiries from the Proposed Transferee or the Proposed Transferee’s agent concerning availability of space in the Project, at any time within the preceding nine monthsthis Section 14.7 shall be void, and Landlord does not have adequate space in the Project to accommodate the needs of the Proposed Transferee, (vi) a proposed Transfer would violate any Encumbrance, (vii) any Mortgagee objects to the proposed Transfer, or (viii) Landlord otherwise determines that the proposed Transfer would have the effect of decreasing the value of the Project or increasing the expenses associated with operating, maintaining no force and repairing the Project. Tenant may offer but in no event will Tenant advertise all or any portion of the Premises for assignment or sublease at a rental less than that then sought by Landlord for a direct lease (non-sublease) of comparable space in the Projecteffect.

Landlord’s Right to Space. (b) Tenant acknowledges and agrees that, among other circumstances for which Landlord could reasonably withhold consent to a proposed Transfer, it shall be reasonable for Landlord to withhold consent where (i) the Proposed Transferee does not intend itself to occupy the entire portion of the Premises assigned or sublet, (ii) Landlord reasonably disapproves of the Proposed Transferee’s 's business operating ability or history, reputation or creditworthiness or the character of the business to be conducted by the Proposed Transferee at the Premises, (iii) the Proposed Transferee is a governmental agency or unit or an existing tenant or an affiliate of unit, or, if Landlord has space available to accommodate such Proposed Transferee, an existing tenant in the Project, (iv) the proposed Transfer would violate any “"exclusive” " rights of any tenants in the Project, (v) Landlord or Landlord’s 's agent has shown space in the Project Building to the Proposed Transferee or responded to any inquiries from the Proposed Transferee or the Proposed Transferee’s 's agent concerning availability of space in the ProjectBuilding, at any time within the preceding nine months, and if Landlord does not have adequate has space in the Project available to accommodate the needs of the such Proposed Transferee, or (vi) a proposed Transfer would violate any Encumbrance, (vii) any Mortgagee objects to the proposed Transfer, or (viii) Landlord otherwise reasonably determines that the proposed Transfer would have the effect of decreasing the value of the Project Building or increasing the expenses associated with operating, maintaining and repairing the ProjectProperty. Tenant may offer but in In no event will may Tenant publicly advertise all or any portion of the Premises for assignment or sublease at a rental less than that then sought by Landlord for a direct lease (non-sublease) of comparable space in the Project.

Landlord’s Right to Space. Notwithstanding any of the above provisions of this Section to the contrary, if Tenant notifies Landlord that it desires to enter into a Transfer, Landlord, in lieu of consenting to such Transfer, may elect within the time specified in Section 14.2(a) to: (a) in the case of an assignment or a sublease of the entire Premises, to terminate this Lease, or (b) Tenant acknowledges in the case of a sublease of less than the entire Premises, to terminate this Lease as it relates to the space proposed to be subleased by Tenant; provided, however, that the foregoing recapture right shall not apply to Tenant’s proposed sublease of fifty percent (50%) or less of the 5th Floor of the Building, determined on a cumulative basis (i.e. taking into account all prior subleases of the 0xx Xxxxx). In such event, this Lease will terminate (or the space proposed to be subleased will be removed from the Premises subject to this Lease and agrees that, among other circumstances for which Landlord could reasonably withhold consent to a proposed Transfer, it the Base Rent and Tenant’s Share under this Lease shall be reasonable for Landlord proportionately reduced) on the earlier of (x) sixty (60) days after the date of Landlord’s notice to withhold consent where Tenant making the election set forth in this Section 14.7, or (iy) the Proposed Transferee does not intend itself to occupy date the entire portion of the Premises assigned or sublet, (ii) Landlord reasonably disapproves of the Proposed Transferee’s business operating ability or history, reputation or creditworthiness or the character of the business Transfer was proposed to be conducted by the Proposed Transferee at the Premiseseffective, (iii) the Proposed Transferee if such date is a governmental agency or unit or an existing tenant or an affiliate of an existing tenant specified in the Project, (iv) the proposed Transfer would violate any “exclusive” rights of any tenants in the Project, (v) Tenant’s notice to Landlord or Landlord’s agent has shown space in the Project to the Proposed Transferee or responded to any inquiries from the Proposed Transferee or the Proposed Transferee’s agent concerning availability of space in the Project, at any time within the preceding nine months, and Landlord does not have adequate space in the Project to accommodate the needs of the Proposed Transferee, (vi) a proposed Transfer would violate any Encumbrance, (vii) any Mortgagee objects to regarding the proposed Transfer, and Landlord may lease such space to any party, including the prospective Transferee identified by Tenant. If Landlord elects to terminate this Lease as to all or (viii) Landlord otherwise determines that part of the Premises, as permitted above, then Tenant shall have the right to negate Landlord’s termination notice by electing not to proceed with the proposed Transfer would have the effect of decreasing the value of the Project or increasing the expenses associated with operating, maintaining and repairing the Project. Tenant may offer but in no event will Tenant advertise all or any portion of the Premises for assignment or sublease at a rental less and so notifying Landlord in writing no later than that then sought by Landlord for a direct lease five (non-sublease5) of comparable space in the ProjectBusiness Days after Landlord’s termination notice.