Common use of Reasonable Consent Clause in Contracts

Reasonable Consent. (a) Prior to any proposed Transfer, Tenant shall submit in writing to Landlord (i) the name and legal composition of the proposed assignee, subtenant, user or other transferee (each a "Proposed Transferee"); (ii) the nature of the business proposed to be carried on in the Premises; (iii) a current balance sheet, income statements for the last two years and such other reasonable financial and other information concerning the Proposed Transferee as Landlord may request; and (iv) a copy of the proposed assignment, sublease or other agreement governing the proposed Transfer. Within fifteen (15) Business Days after Landlord receives all such information it shall notify Tenant whether it approves or disapproves such Transfer or if it elects to proceed under Section 14.7 - 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 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 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 Building, at any time within the preceding nine months, or (vi) Landlord otherwise determines that the proposed Transfer would have the effect of decreasing the value of the Building or increasing the expenses associated with operating, maintaining and repairing the Property. In no event 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.

Reasonable Consent. (a) Prior If Tenant complies with the following conditions, Landlord shall not unreasonably withhold its consent to the subletting of the Premises or any proposed Transfer, portion thereof or the assignment of this Lease. Tenant shall submit in writing to Landlord (i) the name and legal composition of the proposed subtenant or assignee, subtenant, user or other transferee (each a "Proposed Transferee"); (ii) the nature of the business proposed to be carried on in the Premises; (iii) a current balance sheet, income statements for the last two years terms and provisions of the proposed sublease; (iv) such other reasonable financial and other information concerning the Proposed Transferee as Landlord may requestrequest concerning the proposed subtenant or assignee; and (ivv) a copy the form of the proposed assignment, sublease or other agreement governing the proposed Transferassignment. Within fifteen ten (1510) Business Days business days after Landlord receives all such information it shall notify Tenant whether it approves such assignment or disapproves such Transfer subletting or if it elects to proceed under Section 14.7 - Landlord's Right to SpaceParagraph 15.8 below. (b) Tenant acknowledges The parties hereto agree and agrees acknowledge that, among other circumstances for which Landlord could reasonably withhold its consent to a proposed Transfersublease or assignment, it shall be reasonable for Landlord to withhold its consent where (i) the Proposed Transferee assignee or subtenant (a “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, ’s reputation or creditworthiness or the character of the business to be conducted by the Proposed Transferee at the Premises, (iii) the Proposed Transferee is Transferee’s business entails the operation of a governmental agency call center, or unit or an existing tenant in the Project, (iv) the proposed Transfer assignment or subletting would violate any "exclusive" rights of any tenants in materially increase the Project, (v) Landlord or Landlord's agent has shown space in burden on the Building to the Proposed Transferee or responded to any inquiries from the Proposed Transferee services or the Proposed Transferee's agent concerning availability number of space in people occupying the Building, at any time within the preceding nine months, or (vi) Landlord otherwise determines that the proposed Transfer would have the effect of decreasing the value of the Building or increasing the expenses associated with operating, maintaining and repairing the Property. In no event 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 ProjectPremises.

Reasonable Consent. (a) If Tenant complies with the following conditions, Landlord shall not unreasonably withhold nor delay its consent to the subletting of the Premises or any portion thereof or the assignment of this Lease. Prior to any proposed Transfer, Tenant shall submit in writing to Landlord (i) the name and legal composition of the proposed assignee, subtenant, user or other transferee (each a "Proposed “Transferee"”); (ii) the nature of the business proposed to be carried on in the Premises; (iii) a current balance sheet, income statements for the last two years and such other reasonable financial and other information concerning the Proposed proposed Transferee as Landlord may request; and (iv) a copy of the proposed assignment, sublease or other agreement governing the proposed Transfer. Within fifteen (15) Business Days after Landlord receives all such information it shall notify Tenant whether it approves or disapproves such Transfer or if it elects to proceed under Section 14.7 - Landlord's Right to SpaceTransfer. (ba) Tenant acknowledges The parties hereto agree and agrees acknowledge 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 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 history or creditworthiness or the character of the business to be conducted by the Proposed Transferee at the Premisescreditworthiness, (iii) the Proposed Transferee is a governmental agency or unit or unit, (iv) the Transferee is an existing tenant in the Building (or another building owned or controlled by Landlord or an affiliate of Landlord; such other buildings and the Building are hereinafter collectively referred to in this Section 14 as the “Project”) or a party with whom Landlord has negotiated to lease space in the Project within the preceding six (6) months, (ivv) the proposed Transfer would violate any "“exclusive" ” rights of any tenants in the Project, (vvi) Landlord or Landlord's agent has shown the rental and other consideration payable by the Transferee is less than that currently being paid by tenants under new leases of comparable space in the Building to Project, (vii) Tenant is in default under this Lease, (viii) such Transferee’s proposed use is not permitted under Section 5 — Use and Compliance with Laws, (ix) such Transferee’s proposed use would increase the Proposed Transferee or responded to any inquiries from the Proposed Transferee or the Proposed Transferee's agent concerning availability density of space occupation in the Premises or use of the Building, at any time within the preceding nine months’s parking facilities beyond those levels permitted by law, or (vix) Landlord otherwise determines that the proposed Transfer would have the effect of decreasing the value of the Building or increasing the expenses associated with operating, maintaining and repairing the Property. In no event Building. (b) Tenant may assign this Lease or sublease the Leased Premises, in whole or in part, without the express written consent of Landlord, to: (i) any corporation or other entity into which or with which Tenant publicly offer has merged or advertise consolidated; (ii) any parent, subsidiary, successor, or affiliated corporation of Tenant or (iii) any person or entity that acquires all or any portion substantially all of the assets or operations of Tenant within the State in which the Leased Premises for is located; or (iv) any partnership of Tenant, provided Tenant or such parent corporation is a general partner. No such assignment or sublease at pursuant to this subparagraph shall relieve Tenant of any liability hereunder. Any assignment or subletting which does not satisfy the aforesaid conditions of this subparagraph shall constitute a rental less than transfer subject to the other provisions of this Article. Notwithstanding anything in this Lease to the contrary, provided Tenant provides written notice to the Landlord, (i) any sale or issuance of Tenant’s stock or other ownership interest in connection with a public offering, (ii) any transfer of Tenant’s stock or other ownership among Tenant’s shareholders, members, partners, etc., or to employees of Tenant or its affiliates, (iii) any transfer of Tenant’s stock or other ownership interest by shareholders, members, partners, etc., to family members, (iv) any trust for the benefit of family members, or any transfer of Tenant’s stock or other ownership interest upon the death of any shareholder, member, partners, etc;, or (v) any transfer of Tenant’s stock or other ownership interest to a person or entity that then sought by acquires all or substantially all of the ownership interest of Tenant shall in no event be deemed an assignment of this Lease, require Landlord’s consent or permit Landlord for to terminate this Lease, notwithstanding that any such sale, issuance or transfer may result in a direct lease (non-sublease) change of comparable space in the Projectvoting control of Tenant.

Reasonable Consent. Except as otherwise set forth in this Section 18, Landlord will not unreasonably withhold or delay its consent to an assignment or sublease by Tenant (a) Prior to any proposed Transfer, Tenant shall submit in writing to Landlord (i) the name and legal composition of the proposed assignee, subtenant, user or other transferee (each a "Proposed Transferee"); (ii) the nature of the business proposed to be carried on in the Premises; (iii) a current balance sheet, income statements for the last two years and such other reasonable financial and other information concerning the Proposed Transferee as Landlord may request; and (iv) a copy of the proposed assignment, sublease or other agreement governing the proposed Transfer. Within it will have at least fifteen (15) Business Days business days after delivery of the information required in Section 18.2), but Landlord receives all such information it shall notify Tenant whether it approves may withhold its consent arbitrarily and in its sole discretion to any hypothecation, assignment for security purposes or disapproves such other Transfer or if to any requested assignment or sublease before Tenant has occupied and begun to conduct business insubstantially all of the Premises, has confirmed in writing the correct Rent Commencement Dates and that it elects to proceed under Section 14.7 - has accepted the Premises and Landlord's Right to Space. (b) ’s Work in all respects, and Tenant acknowledges and has paid its first full month’s rent for the Premises. Tenant agrees that, among other circumstances for which Landlord could reasonably withhold that Landlord’s withholding of consent to a proposed Transfersublease or assignment will be deemed reasonable if Tenant is in default or any of the other terms and conditions of this Article have not been complied with, it shall be reasonable for Landlord to withhold consent where or if any of the following conditions are not satisfied: (ia) the Proposed Transferee Transfer does not intend itself to occupy violate any terms of this Lease, the entire portion subtenant or assignee will use the Premises only for the uses permitted in Section 1.1(i) and otherwise in accordance with this Lease and such use will not increase the risk of possible contamination by hazardous substances in Landlord’s reasonable judgment, and the business and reputation of the Premises assigned subtenant or sublet, (ii) Landlord reasonably disapproves assignee are consistent with the other tenancies and standards 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, Project in Landlord’s reasonable judgment; (iiib) the Proposed subtenant or assignee is as reputable and creditworthy as Tenant and has the independent financial ability to perform the obligations of Tenant under this Lease (if the Transferee is an assignee) or its obligations under its sublease (if the Transferee is a sublessee) without undue financial burden in Landlord’s reasonable judgment, and neither it nor its predecessors in interest is then subject to a bankruptcy or reorganization, or then has a receiver appointed to manage its affairs or in connection with any of its assets, or has been subject to material criminal judgments, sanctions, consent decrees or similar actions by the SEC or other governmental agency or unit or an existing tenant in the Project, quasi-governmental authorities; (ivc) the rent per square foot proposed Transfer would violate any "exclusive" rights of any tenants in to be payable by the Project, (v) Landlord or Landlord's agent has shown space in the 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 Building, is at any time within the preceding nine months, or (vi) Landlord otherwise determines that the proposed Transfer would have the effect of decreasing the value least 85% of the Building or increasing the expenses associated with operating, maintaining and repairing the Property. In no event may Tenant publicly offer or advertise all or any portion of the Premises for assignment or sublease at a rental less than that rent then sought currently charged by Landlord for a direct lease (non-sublease) of comparable space in the ProjectProject or under this Lease, whichever is greater; (d) if the Transfer is a sublease it must prohibit the Transferee and Tenant from exercising any right to extend, renew or lease additional space or exercising similar rights under this Lease; (e) Landlord’s Mortgagees consent (if their consent is required); and (f) there will be no more than an aggregate of three (3) subleases of the Premises. These conditions are not exclusive and Landlord may consider other factors reasonably deemed to be relevant in determining if Landlord should grant or reasonably withhold its consent.

Reasonable Consent. (a) Prior Landlord will not unreasonably withhold or delay its consent to an assignment or sublease by Tenant. Landlord may withhold its consent to any proposed Transferhypothecation, Tenant shall submit in writing to Landlord (i) the name and legal composition of the proposed assignee, subtenant, user assignment for security purposes or other transferee (each a "Proposed Transferee"); (ii) the nature of the business proposed to be carried on Transfer arbitrarily and in the Premises; (iii) a current balance sheet, income statements for the last two years and such other reasonable financial and other information concerning the Proposed Transferee as Landlord may request; and (iv) a copy of the proposed assignment, sublease or other agreement governing the proposed Transferits sole discretion. Within fifteen (15) Business Days after Landlord receives all such information it shall notify Tenant whether it approves or disapproves such Transfer or if it elects to proceed under Section 14.7 - agrees that Landlord's Right to Space. (b) Tenant acknowledges and agrees that, among other circumstances for which Landlord could reasonably withhold withholding of consent to a proposed Transfersublease or assignment will be deemed reasonable if Tenant is in default or any of the other material terms and conditions of this Article have not been complied with, it or if any of the following conditions are not satisfied: (a) the subtenant or assignee will use the Building and the Premises only for the uses permitted in Section 1.1(h) and otherwise in accordance with this Lease, and the business and reputation of the subtenant or assignee are reasonably acceptable to Landlord and Landlord' Mortgagees (and Landlord's Mortgagees will not unreasonably withhold or delay their consent); (b) the subtenant or assignee is reputable and creditworthy and has the independent financial ability to perform its obligations under its assignment or sublease without undue financial burden in Landlord's reasonable judgment (which reasonable judgment shall be reasonable for Landlord deemed satisfied if the subtenant or assignee has a net worth, credit rating and financial capability at least equal to withhold consent where Tenant's when Tenant executed this Lease), and it is not then subject to any bankruptcy or reorganization plan, proceeding or order, and no receiver is managing its affairs or assets; and (ic) the Proposed Transferee does not intend itself to occupy the entire portion there will be no more than an aggregate of six (6) subleases of the Premises assigned or sublet, (ii) at any one time. These conditions are not exclusive and Landlord reasonably disapproves of the Proposed Transferee's business operating ability or history, reputation or creditworthiness or the character of the business may consider other factors deemed to be conducted by the Proposed Transferee at the Premises, (iii) the Proposed Transferee is a governmental agency relevant in determining if Landlord should grant or unit or 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 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 Building, at any time within the preceding nine months, or (vi) Landlord otherwise determines that the proposed Transfer would have the effect of decreasing the value of the Building or increasing the expenses associated with operating, maintaining and repairing the Property. In no event 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 Projectreasonably withhold its consent.

Reasonable Consent. (a) Prior If Tenant complies with the following conditions, Landlord shall not unreasonably withhold its consent to the assignment of the lease or the Subletting of the Premises or any proposed Transfer, portion thereof: Tenant shall submit in writing to Landlord (ia) the name and legal composition of the proposed assignee, subtenant, user Assignee or other transferee (each a "Proposed Transferee")Sublessee; (iib) the nature of the proposed Assignee’s or Sublessee’s business proposed to be carried on in the Premises; (iiic) a current balance sheet, income statements for the last two years terms and provisions of the proposed Assignment or Sublease; (d) such other reasonable financial and other information concerning the Proposed Transferee as Landlord may requestrequest concerning the proposed Assignee or Sublessee including, without limitation, financial history, credit rating and business experience. Tenant acknowledges that Landlord has entered into this Lease in reliance on the particular skills, knowledge and experience of Tenant and/or the principal officer of Tenant with respect to the conduct of business in the Premises; and (iv) a copy Tenant recognizes that Landlord’s substantial investment at risk under the terms of this Lease is based upon Landlord’s judgmental consideration regarding Tenant’s abilities as set forth above. Without in any way limiting Landlord’s rights to refuse to give such consent for any other reason or reasons Landlord reserves the right to give such consent if in Landlord’s reasonable business judgment the quality of operation is or may be in any way adversely affected during the term of the proposed assignmentLease. Anything to the contrary notwithstanding contained herein or elsewhere in this Lease, sublease Landlord as additional consideration for approval of such assignment or subletting shall be entitled to receive any and all consideration payable in connection therewith, including without limitation, any additional Rent or other agreement governing the proposed Transfer. Within fifteen (15) Business Days after Landlord receives all such information it shall notify Tenant whether it approves or disapproves such Transfer or if it elects to proceed under Section 14.7 - 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 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 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 Building, at any time within the preceding nine months, or (vi) Landlord otherwise determines that the proposed Transfer would have the effect of decreasing the value of the Building or increasing the expenses associated with operating, maintaining and repairing the Property. In no event may Tenant publicly offer or advertise all charges or any portion of the Premises for lump sum settlement after Tenants has recovered it’s reasonable costs related to such assignment or sublease at a rental less than that then sought by Landlord for a direct lease (non-and sublease) of comparable space in the Project.

Reasonable Consent. (a) Prior Except as specifically set forth in Section 18.3(b) below or elsewhere in this Article, Landlord will not unreasonably withhold or delay its consent to sublease or an assignment by Tenant. Tenant agrees that Landlord’s withholding of consent to a proposed sublease or assignment will be deemed reasonable if Tenant is in monetary default or in default of other terms after any proposed Transferapplicable notice and cure periods, Tenant shall submit in writing to Landlord or if any of the following conditions are not SATISFIED: (ia) the name sublease or assignment complies with this Article and legal composition the rest of this Lease, the subtenant or assignee will use the Premises only for the uses permitted in Section 1.1 (k) and otherwise in accordance with this Lease, its use will not increase the risk of possible contamination by Hazardous Materials in Landlord’s reasonable judgment, and the business and reputation of the proposed assigneesubtenant or assignee are consistent with the other tenancies and standards of the Project in Landlord’s reasonable judgment; (b) the subtenant or assignee is not a governmental or quasi-governmental entity nor is it a person with diplomatic immunity; (c) the subtenant or assignee is stable and creditworthy and has the independent financial ability to perform its obligations as sublessee or assignee without undue financial burden in Landlord’s reasonable judgment and neither it nor its predecessors in interest has had a receiver appointed to manage its affairs or in connection with any of its assets or been subject to a bankruptcy or reorganization, subtenantcriminal judgments, user sanctions, consent decrees or similar actions by the SEC or other transferee governmental or quasi-governmental authorities; (each a "Proposed Transferee"d) the terms of the Transfer prohibit the Transferee from exercising (or occupying space leased by Tenant pursuant to Tenant’s exercise of) any right to extend, renew or cancel this Lease or any part thereof or lease additional space in the Project; (e) Landlord’s Mortgagees consent (if their consent is required); (iif) there will be no more than an aggregate of two (2) subleases of the Premises, (g) the nature subtenant uses the Premises for an office use consistent with an office use for a Class A office building and (h) neither Tenant nor any broker, agent or other representative retained by tenant shall have publicly advertised the availability of the business Premises without prior notice to and approval by Landlord (which approval shall be with respect to the advertisement itself as opposed to the right to advertise), nor shall any public advertisement state the proposed rental, but nothing contained herein shall be deemed to prohibit Tenant, without Landlord’s reasonable consent or approval, from listing with brokers the availability of the Premises for sublet or assignment at any rental rate, and broker’s fliers or listings and Tenant’s marketing materials shall not be deemed to constitute public advertisements. These conditions are not exclusive and Landlord may reasonably consider other factors deemed to be carried on relevant in the Premises; (iii) a current balance sheet, income statements for the last two years and such other reasonable financial and other information concerning the Proposed Transferee as determining if Landlord may request; and (iv) a copy of the proposed assignment, sublease should grant or other agreement governing the proposed Transfer. Within fifteen (15) Business Days after Landlord receives all such information it shall notify Tenant whether it approves or disapproves such Transfer or if it elects to proceed under Section 14.7 - Landlord's Right to Spacereasonably withhold its consent. (b) If Tenant acknowledges and agrees that, among other circumstances for which Landlord could reasonably withhold consent proposes to assign or sublease or otherwise Transfer 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 (except to a valid assignee or subletsublessee pursuant to a Transfer permitted without consent under Section 18.5(c)), (ii) Landlord will have the right, but not the obligation, either to: consent or reasonably disapproves withhold consent under Section 18.3(a). In addition to the options provided in the foregoing sentence, if the proposed transfer is an assignment of sublease of the Proposed entire Premises, the Landlord may construe the proposal as an offer to Landlord on the same terms as with the proposed Transferee's business operating ability , which may be accepted by Landlord (although Landlord will always have the right to further sublease, assign or historyTransfer without Tenant’s review or approval); or terminate the Lease with respect to the space to be assigned, reputation subleased or creditworthiness or the character otherwise Transferred (which space may be reasonably reconfigured by Landlord at its sole cost and expense to obtain a discrete and architecturally complete space leaseable to others if less than all of the business Premises is involved), provided that in any case Landlord notifies Tenant in writing within the twenty-one (21) day period described in Section 18.2. If Landlord so elects to terminate, this Lease will terminate on the date specified by Landlord in its notice (but not prior to the proposed transfer date) to Tenant as if such date were the expiration date of this Lease with respect to that space. The termination date specified by Landlord will be conducted by not less than thirty (30) days or more than ninety (90) days after the Proposed Transferee at date of Landlord’s election notice. As of the termination date, Tenant no longer will have any liability for the rent and other obligations under the Lease for periods thereafter for that portion of the Premises, and Tenant’s parking rights (iiiassigned and unassigned parking) will be proportionally reduced. At Landlord’s election, Tenant will execute an amendment of this Lease confirming the Proposed Transferee is terms of such termination. If Landlord exercises its right to accept the offer or terminate all or a governmental agency part of the Lease as set forth above, it will have the right to not lease the space or unit enter into a lease or an existing tenant other agreement for all or parts of the space from time to time with any other person(s), including, without limitation, Tenant’s proposed Transferee, on terms acceptable to Landlord in the Projectits sole and arbitrary discretion, (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 Building and notwithstanding anything to the Proposed Transferee contrary, Tenant will have no right or responded interest in any rent or other consideration payable under those leases or other agreements. Landlord’s right to any inquiries from the Proposed Transferee recapture under this subsection 18.3(b) shall not apply to permitted transfers under Section 18.5(c) below or the Proposed Transferee's agent concerning availability of space in the Building, at any time within the preceding nine months, or (vi) Landlord otherwise determines that the proposed Transfer transfers which would have otherwise been permitted under Section 18.5(c), except the effect of decreasing Transferee failed the value of the Building or increasing the expenses associated with operatingnet worth, maintaining credit rating and repairing the Property. In no event 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 financial capability test under said subsection (non-sublease) of comparable space in the Projectc).

Reasonable Consent. (a) Prior to any proposed TransferAs set forth in paragraph 28 above, Tenant shall submit in writing not sublet or assign the Leased Premises without the Landlord's prior written consent, which consent shall not be unreasonably withheld. In determining whether to grant consent to the Tenant's sublet or assignment request, the Landlord (i) may consider any reasonable factor. Landlord and Tenant agree that any one of the name and legal composition following factors, or any other reasonable factor, will be reasonable grounds for deciding the Tenant's request: A. Financial strength of the proposed assignee, subtenant, user or other transferee (each a "Proposed Transferee"); (ii) the nature /assignee must be at least equal to that of the business proposed to be carried on in the Premises; (iii) a current balance sheet, income statements for the last two years and such other reasonable financial and other information concerning the Proposed Transferee as Landlord may request; and (iv) a copy existing Tenant; B. Business reputation of the proposed assignmentsubtenant/assignee must be in accordance with generally acceptable commercial standards; C. Use of the Leased Premises by the proposed subtenant/assignee must be identical to the use permitted by this Lease; D. Percentage rents, sublease if a condition of this Lease, of the proposed subtenant/assignee, or the prospect of percentage rents, must be at least equal to that of the existing Tenant; E. Managerial and operational skills of the proposed subtenant/assignee must be the same or exceed those of the existing Tenant; F. Use of the Leased Premises by the proposed subtenant/assignee will not violate or create any potential violation of any laws; G. Use of the Leased Premises will not violate any other agreements affecting the Leased Premises, the Landlord or other agreement governing the proposed Transfer. Within fifteen (15) Business Days after Landlord receives all such information it shall notify Tenant whether it approves Tenants or disapproves such Transfer or if it elects to proceed under Section 14.7 - 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 require Landlord to withhold consent where (i) the Proposed Transferee does not intend itself make alterations or improvements 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 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 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 Building, at any time within the preceding nine months, or (vi) Landlord otherwise determines that the proposed Transfer would have the effect of decreasing the value of the Building or increasing the expenses associated with operating, maintaining and repairing the Property. In no event 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.

Reasonable Consent. If Tenant intends to assign this Lease or sublet the Premises or any part thereof, Tenant shall give Landlord written notice of such intent (“Transfer Notice”). Tenant’s Transfer Notice shall be accompanied by a copy of the proposed assignment or sublease between Tenant and the proposed assignee or subtenant, together with current and three (3) years’ prior financial statements, if available, for the proposed assignee or subtenant, which financial statement shall be prepared in accordance with generally accepted accounting principles. Tenant shall provide Landlord with any additional information or documentation reasonably requested by Landlord within ten (10) Business Days after receiving Landlord’s request. Landlord shall then have a period of thirty (30) days following receipt of such additional information (or 30 days after 60447235.v9 receipt of Tenant’s Transfer Notice if no additional information is requested) within which to notify Tenant in writing that Landlord elects either (a) Prior to any exercise its recapture rights in accordance with Section 13.2 in which event Tenant will be relieved of all further obligations hereunder as to such space as of the date specified in Landlord’s notice terminating the Lease with respect to the relevant space, (b) to permit Tenant to assign this Lease or sublet such space as described in the Transfer Notice, subject, however, to prior written consent, which shall not be unreasonably withheld, conditioned or delayed to the proposed Transfer, Tenant shall submit in writing assignment or sublease or (c) deny Tenant’s request to assign this Lease or sublet such space. Among other factors upon which Landlord may reasonably withhold consent are the following: (i) the name and legal composition use of the Premises by such proposed assignee, subtenant, user assignee or other transferee (each a "Proposed Transferee")subtenant does not comply with applicable law or conflicts with any City of Alameda ordinance; (ii) the nature financial condition of the business proposed assignee or subtenant is such that, in Landlord’s reasonable determination, it would be unable to be carried on in perform its obligations under the Premisesproposed sublease or assignment; or (iii) a current balance sheet, income statements for the last two years and such other reasonable financial and other information concerning the Proposed Transferee as Landlord may request; and (iv) a copy of the proposed assignment, sublease or other agreement governing the proposed Transfer. Within fifteen (15) Business Days after Landlord receives all such information it shall notify Tenant whether it approves or disapproves such Transfer or if it elects to proceed under Section 14.7 - 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 proposed to be sublet is irregular in shape and/or does not permit safe or subletotherwise appropriate means of ingress and egress, (ii) Landlord reasonably disapproves or does not comply with other Laws or regulations. For clarity, the Alameda City Council shall be deemed to have approved any such assignment or transfer of this Lease or sublease of all or a portion of the Proposed Transferee's business operating ability or history, reputation or creditworthiness or the character Premises if approved by a vote of a simple majority of the business council (e.g. in 2022 terms three affirmative votes) at a noticed public meeting of the Alameda City Council, unless otherwise required by law, including the City Charter. Xxxxxxxx agrees to be conducted use best efforts to place on the City Council agenda any request for approval by the Proposed Transferee at the Premises, Alameda City Council within sixty (iii60) the Proposed Transferee is a governmental agency or unit or an existing tenant in the Project, (iv) the proposed Transfer would violate any "exclusive" rights days of any tenants in the Project, (v) Landlord or Landlord's agent has shown space in the 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 Building, at any time within the preceding nine months, or (vi) Landlord otherwise determines that the proposed Transfer would have the effect of decreasing the value receipt of the Building or increasing the expenses associated with operating, maintaining and repairing the PropertyTenant’s request. In no event may Tenant publicly offer or advertise all or any portion of shall 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 ProjectAlameda City Council’s approval be unreasonably withheld.

Reasonable Consent. (a) Prior to any proposed Transfer, Tenant shall submit in writing to Landlord Landlord, not less than thirty (30) days prior to the proposed effective date of the Transfer, (i) the name and legal composition of the proposed assignee, subtenant, user or other transferee (each a "Proposed Transferee"); (ii) the nature of the business proposed to be carried on in the Premises; (iii) a current balance sheet, income statements for the last two years (or, if the Proposed Transferee has been in business for less than two years, for such lesser period of time as the Proposed Transferee has been in business) and such other reasonable financial and other information concerning the Proposed Transferee as Landlord may request; and (iv) a copy of the proposed assignment, sublease or other agreement governing the proposed Transfer. , Within fifteen (15) Business Days after Landlord receives all such information it shall notify Tenant whether it approves or disapproves such Transfer or if it elects to proceed under Section 14.7 - Landlord's Right to SpaceParagraph 14.7. (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, (ii) the Proposed Transferee intends to use the Premises assigned or sublet for purposes other than the permitted use set forth in Paragraph 5.1, (iii) the Proposed Transferee is a governmental agency or unit or an existing tenant in the Projectagency, (iv) at the proposed Transfer would violate time Tenant requests Landlord's consent Tenant is in default under this Lease beyond any "exclusive" rights of any tenants in the Projectapplicable notice or cure period, or (v) Landlord or Landlord's agent has shown space in the 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 Building, at any time within the preceding nine months, or (vi) Landlord otherwise determines that the proposed Transfer would have the effect of decreasing the value of the Building or increasing the expenses associated with operating, payable by Landlord for maintaining and repairing the Property. In no event may Tenant publicly offer or advertise all or any portion portions of the Premises for assignment or sublease Property Landlord maintains and repairs under this Lease at a rental less than that then sought by Landlord for a direct lease (non-sublease) of comparable space in the ProjectLandlord's expense.

Reasonable Consent. If Landlord does not elect to exercise its Right of Recapture in connection with a Proposal Notice submitted by Tenant, then Landlord will not unreasonably withhold its consent to the assignment or sublease described in the Proposal Notice. Without limitation, it shall not be unreasonable for Landlord to deny its consent to any proposed assignment or sublease if (a) Prior to any proposed Transfer, Tenant shall submit in writing to Landlord (i) the name and legal composition as of the proposed assignee, subtenant, user or other transferee (each a "Proposed Transferee"); (ii) the nature date of the business proposed Proposal Notice, there is a material uncured default of Tenant under this Lease as to be carried on in the Premiseswhich a notice has been sent to Tenant; (iii) a current balance sheet, income statements for the last two years and such other reasonable financial and other information concerning the Proposed Transferee as Landlord may request; and (iv) a copy of the proposed assignment, sublease or other agreement governing the proposed Transfer. Within fifteen (15) Business Days after Landlord receives all such information it shall notify Tenant whether it approves or disapproves such Transfer or if it elects to proceed under Section 14.7 - Landlord's Right to Space. (b) Tenant acknowledges the proposed assignee or subtenant has a history of landlord/tenant, debtor/creditor or other contractual problems (such as defaults, evictions, enforcement litigation or other disputes) with Landlord, other landlords or creditors or other contracting parties; (c) the proposed use of the Premises is not a Permitted Use; (d) the proposed assignee or sublessee is an existing tenant, occupant or licensee, or an affiliate thereof, in the Building and agrees the Building has vacancy to accommodate such proposed assignee or sublessee; (e) the proposed assignee or sublessee is entitled to, or otherwise enjoys, sovereign or diplomatic immunity; (f) the proposed assignee or sublessee has had lease negotiations with Landlord or an affiliate of Landlord within the six month period prior to the date of the Proposal Notice, as evidenced by a written lease proposal, term sheet or letter of intent, (g) a proposed sublease involves, in Landlord's reasonable' judgment, a portion of the Premises which is not independently leasable space (which shall be understood to mean that, among other circumstances for in order to satisfy this criteria, the proposed sublease space must have a proportion of windowed offices relative to the rentable area thereof which is comparable to the floor as a whole—i.e., must satisfy the "Window Ratio Criteria", and cannot lack reasonable means of ingress, egress or access to the Common Areas or Building Systems), it being understood and agreed, however, that the Window Ratio Criteria shall not apply with respect to any sublease of the western half of the Additional Premises, or (h) consenting to the proposed assignment or sublease could cause Landlord could reasonably to be in violation under another lease at, or contractual obligation relating to, the Property. Notwithstanding the provisions set forth in clause (g) above to the contrary, Landlord agrees not to withhold its consent to a proposed Transfersublease involving, it shall be in Landlord's reasonable for Landlord to withhold consent where (i) the Proposed Transferee does not intend itself to occupy the entire judgment and as set forth above, a portion of the Premises assigned or subletwhich is not independently leasable space, provided (i) that Landlord shall not be required to recognize such sublessees's rights under such sublease, and (ii) that Tenant shall provide financial assurances reasonably satisfactory to Landlord reasonably disapproves of the Proposed Transfereesecuring Tenant's business operating ability or history, reputation or creditworthiness or the character of the business obligation to be conducted by the Proposed Transferee at the Premises, (iii) the Proposed Transferee is a governmental agency or unit or an existing tenant in the Project, (iv) restore the proposed Transfer would violate any "exclusive" rights sublease space to independently leasable condition upon expiration or earlier termination of any tenants in the Project, (v) Landlord or Landlord's agent has shown space in the 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 Building, at any time within the preceding nine months, or (vi) Landlord otherwise determines that the proposed Transfer would have the effect of decreasing the value of the Building or increasing the expenses associated with operating, maintaining and repairing the Property. In no event 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 Projectthis Lease.

Reasonable Consent. (a) Prior Landlord will not unreasonably withhold its consent to an assignment or sublease by Tenant, but Landlord may withhold its consent arbitrarily and in its sole discretion to any proposed Transferhypothecation, Tenant shall submit in writing assignment for security purposes or other Transfer or to Landlord (i) any requested assignment or sublease before the name and legal composition end of the proposed assignee, subtenant, user or other transferee (each a "Proposed Transferee"); (ii) the nature of the business proposed to be carried on in the Premises; (iii) a current balance sheet, income statements for the last two years and such other reasonable financial and other information concerning the Proposed Transferee as Landlord may request; and (iv) a copy of the proposed assignment, sublease or other agreement governing the proposed Transferfirst full Lease Year. Within fifteen (15) Business Days after Landlord receives all such information it shall notify Tenant whether it approves or disapproves such Transfer or if it elects to proceed under Section 14.7 - agrees that Landlord's Right to Space. (b) Tenant acknowledges and agrees that, among other circumstances for which Landlord could reasonably withhold withholding of consent to a proposed Transfersublease or assignment will be deemed reasonable if Tenant is in default or any of the other terms and conditions of this Article have not been complied with, it shall be reasonable for Landlord to withhold consent where or if any of the following conditions are not satisfied: (ia) the Proposed Transferee does not intend itself to occupy subtenant or assignee will use the entire portion Premises only for the uses permitted in Section 1.1(h) and otherwise in accordance with this Lease, and the business and reputation of the Premises assigned subtenant or sublet, (ii) Landlord reasonably disapproves assignee are consistent with the other tenancies and standards of the Proposed TransfereeProject in Landlord's business operating reasonable judgement; (b) the subtenant or assignee is reputable and creditworthy and has the independent financial ability to perform the obligations of Tenant under this Lease without undue financial burden in Landlord's reasonable judgement, and neither it nor its predecessors in interest has been subject to a bankruptcy or historyreorganization, reputation or creditworthiness had a receiver appointed to manage its affairs or in connection with any of its assets, been subject to criminal judgments, sanctions, consent decrees or similar actions by the character SEC or other governmental or quasi-governmental authorities; (c) Landlord's Mortgagees consent (if their consent is required); and (d) there will be no more than an aggregate of two (2) subleases of the business Premises. These conditions are not exclusive and Landlord may consider other factors deemed to be conducted by the Proposed Transferee at the Premises, (iii) the Proposed Transferee is a governmental agency relevant in determining if Landlord should grant or unit or 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 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 Building, at any time within the preceding nine months, or (vi) Landlord otherwise determines that the proposed Transfer would have the effect of decreasing the value of the Building or increasing the expenses associated with operating, maintaining and repairing the Property. In no event 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 Projectreasonably withhold its consent.

Reasonable Consent. (a) Prior If Tenant complies with the following conditions, Landlord shall not unreasonably withhold its consent to the subletting of the Premises or any proposed Transfer, portion thereof or the assignment of this Lease. Tenant shall submit in writing to Landlord (i) the name and legal composition of the proposed subtenant or assignee, subtenant, user or other transferee (each a "Proposed Transferee"); (ii) the nature of the business proposed to be carried on in the Premises; (iii) a current balance sheet, income statements for the last two years terms and provisions of the proposed sublease; (iv) such other reasonable financial and other information concerning the Proposed Transferee as Landlord may requestrequest concerning the proposed subtenant or assignee; and (ivv) a copy the form of the proposed assignment, sublease or other agreement governing the proposed Transferassignment. Within fifteen ten (1510) Business Days business days after Landlord receives all such information it shall notify Tenant whether it approves such assignment or disapproves such Transfer subletting or if it elects to proceed under Section 14.7 - Landlord's Right Paragraph 15.8 below. If within ten (10) business days after receipt of a second notice Landlord does not respond, Landlord will be deemed to Spacehave consented. (b) Tenant acknowledges The parties hereto agree and agrees acknowledge that, among other circumstances for which Landlord could reasonably withhold its consent to a proposed Transfersublease or assignment, it shall be reasonable for Landlord to withhold its consent where (i) the Proposed Transferee assignee or subtenant (a “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 ’s 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 assignment or unit or an existing tenant in subletting would increase 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 burden on the Building to the Proposed Transferee or responded to any inquiries from the Proposed Transferee services or the Proposed Transferee's agent concerning availability number of space in people occupying the Building, at any time within the preceding nine monthsPremises, or (viiv) Landlord otherwise determines that the proposed Transfer assignment or sublease would have the effect of decreasing the value of the Building Project or increasing the expenses associated with operating, maintaining and repairing the Property. In no event 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 operating the Project.

Reasonable Consent. (a) Prior to any proposed Transfer, Tenant shall submit in writing to If Landlord (i) the name and legal composition does not elect either of the proposed assignee, subtenant, user or other transferee (each a "Proposed Transferee"); (ii) the nature of the business proposed to be carried on options provided in the Premises; (iii) a current balance sheetRecapture section of this article, income statements for the last two years and such other reasonable financial and other information concerning the Proposed Transferee as Landlord may request; and (iv) a copy of the proposed assignment, sublease shall not unreasonably withhold or other agreement governing the proposed Transfer. Within fifteen (15) Business Days after Landlord receives all such information it shall notify Tenant whether it approves or disapproves such Transfer or if it elects to proceed under Section 14.7 - Landlord's Right to Space. (b) Tenant acknowledges and agrees that, among other circumstances for which Landlord could reasonably withhold delay its consent to a proposed Transfer, it transfer. Landlord shall be reasonable for Landlord deemed to withhold have reasonably withheld its consent where (i) the Proposed Transferee does not intend itself to occupy the entire portion any proposed transfer unless all of the Premises assigned following conditions have been established to Landlord’s reasonable satisfaction: 6.4.1 The proposed transferee has sufficient financial wherewithal to discharge its obligations under this Lease and the proposed agreement of transfer and as determined by Landlord’s criteria for selecting Building Project tenants and has a net worth, experience, and reputation that is not less than the net worth, experience, and reputation of Tenant on the Date of this Lease. 6.4.2 The proposed transfer shall not, in Landlord’s reasonable judgment, cause physical harm to the Building Project or sublet, (ii) Landlord reasonably disapproves harm to the reputation of the Proposed Transferee's business operating Building Project that would result in an impairment of Landlord’s 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 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 lease space in the Building to Project or a diminution in the Proposed Transferee or responded to any inquiries from the Proposed Transferee or the Proposed Transferee's agent concerning availability rental value of space in the BuildingBuilding Project. 6.4.3 The proposed use of the Premises by the proposed transferee will be a use permitted under this Lease and not prohibited by the Rules and Regulations, and will not violate any restrictive covenants or exclusive use provisions applicable to Landlord. 6.4.4 The proposed transferee shall not be any person or entity who shall at any that time within the preceding nine monthsbe a tenant, subtenant, or (vi) Landlord otherwise determines that the proposed Transfer would have the effect other occupant of decreasing the value any part of the Building Project, or increasing who dealt with Landlord or Landlord’s agent (directly or through a broker) as to space in the expenses associated with operatingBuilding Project during the six months immediately preceding Tenant’s request for Landlord’s consent. Notwithstanding the foregoing, maintaining and repairing Landlord will not withhold its consent solely because the Propertyproposed transferee is an occupant of the Building Project if Landlord does not have space available for lease in the Building Project that is comparable to the space Tenant desires to transfer. In no event may For these purposes, Landlord shall be deemed to have comparable space if it has space which will be available within six months of the date of the proposed transfer on any floor anywhere within the Building Project which is approximately the same size as the space Tenant publicly offer or advertise all or any portion proposes to transfer, provided that if the space that Tenant proposes to transfer is contiguous to the space already leased by the proposed transferee, Landlord shall be deemed not to have comparable space. 6.4.5 The proposed use of the Premises by the proposed transferee will not require alterations or additions to the Premises or the Building Project to comply with applicable law or governmental requirements and will not negatively affect insurance requirements or involve the introduction of materials to the Premises that are not in compliance with the Environmental Laws. 6.4.6 Any mortgagee of the Building Project will consent to the proposed transfer if such consent is required under the relevant loan documents. 6.4.7 The proposed use of the Premises will not increase the operating costs for assignment the Building Project or sublease at the burden on the Building Project services, or generate additional foot traffic, elevator usage, Parking Area usage, or security concerns in the Building Project, or create an increased possibility that the comfort or safety, or both, of Landlord and the other occupants of the Building Project will be compromised or reduced. 6.4.8 The proposed transferee shall not be, and shall not be affiliated with, anyone with whom Landlord or any of its affiliates has been involved with in its litigation. 6.4.9 The proposed transfer will not cause a rental less than that then sought by Landlord violation of another lease for a direct lease (non-sublease) of comparable space in the ProjectBuilding Project or give an occupant of the Building Project a right to cancel its lease. 6.4.10 There shall be no default by Tenant, beyond any applicable grace period, under any of the terms, covenants, and conditions of this Lease at the time that Landlord’s consent to a transfer is requested and on the date of the commencement of the term of the proposed transfer. 6.4.11 If the transfer is an assignment, the proposed assignee will assume in writing all of the obligations of Tenant under this Lease. Tenant acknowledges that the foregoing is not intended to be an exclusive list of the reasons for which Landlord may reasonably withhold its consent to a proposed transfer.

Reasonable Consent. (a) Prior to any proposed Transfer, Tenant shall submit in writing to Landlord Landlord, not less than thirty (30) days prior to the proposed effective date of the Transfer, (i) the name and legal composition of the proposed assignee, subtenant, user or other transferee (each a "“Proposed Transferee"”); (ii) the nature of the business proposed to be carried on in the Premises; (iii) a current balance sheet, income statements for the last two years (or, if the Proposed Transferee has been in business for less than two years, for such lesser period of time as the Proposed Transferee has been in business) and such other reasonable financial and other information concerning the Proposed Transferee as Landlord may request; and (iv) a copy of the proposed assignment, sublease or other agreement governing the proposed Transfer. Within fifteen (15) Business Days after Landlord receives all such information it shall notify Tenant whether it approves or disapproves such Transfer or if it elects to proceed under Section 14.7 - Landlord's Right to SpaceParagraph 14.7. (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, (ii) the Proposed Transferee intends to use the Premises assigned or sublet for purposes other than the permitted use set forth in Paragraph 5.1, (iii) the Proposed Transferee is a governmental agency or unit or an existing tenant in the Projectagency, (iv) at the proposed Transfer would violate time Tenant requests Landlord’s consent Tenant is in default under this Lease beyond any "exclusive" rights of any tenants in the Projectapplicable notice or cure period, or (v) Landlord or Landlord's agent has shown space in the 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 Building, at any time within the preceding nine months, or (vi) Landlord otherwise determines that the proposed Transfer would have the effect of decreasing the value of the Building or increasing the expenses associated with operating, payable by Landlord for maintaining and repairing the Property. In no event may Tenant publicly offer or advertise all or any portion portions of the Premises for assignment or sublease Property Landlord maintains and repairs under this Lease at a rental less than that then sought by Landlord for a direct lease (non-sublease) of comparable space in the ProjectLandlord’s expense.

Reasonable Consent. (a) Prior to any proposed Transfer, Tenant shall submit in writing to Landlord (i) the name and legal composition of the proposed assignee, subtenant, user or other transferee (each a "Proposed Transferee"); (ii) the nature of the business proposed to be carried on in the Premises; (iii) a current balance sheet, income statements for the last two years and such other reasonable financial and other information concerning the Proposed Transferee as Landlord may request; and (iv) a copy of the proposed assignment, sublease or other agreement governing the proposed Transfer. Within fifteen (15) Business Days after Landlord receives all such information it shall notify Tenant whether it approves or disapproves such Transfer or if it elects to proceed under Section 14.7 - Landlord's Right to Space. (b) Tenant Xxxxxx 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 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 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 Building, at any time within the preceding nine months, or (vi) Landlord otherwise determines that the proposed Transfer would have the effect of decreasing the value of the Building or increasing the expenses associated with operating, maintaining and repairing the Property. In no event 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-subleasenonsublease) of comparable space in the Project.

Reasonable Consent. (a) Prior Landlord will nit unreasonably withhold or delay its consent to an assignment or sublease by Tenant, but Landlord may withhold its consent to any proposed Transferother Transfer (including, without limitation, any hypothecation or assignment for security purposes) arbitrarily and in its sole discretion. Tenant shall submit in writing to Landlord (i) the name and legal composition of the proposed assignee, subtenant, user or other transferee (each a "Proposed Transferee"); (ii) the nature of the business proposed to be carried on in the Premises; (iii) a current balance sheet, income statements for the last two years and such other reasonable financial and other information concerning the Proposed Transferee as Landlord may request; and (iv) a copy of the proposed assignment, sublease or other agreement governing the proposed Transfer. Within fifteen (15) Business Days after Landlord receives all such information it shall notify Tenant whether it approves or disapproves such Transfer or if it elects to proceed under Section 14.7 - agrees that Landlord's Right to Space. (b) Tenant acknowledges and agrees that, among other circumstances for which Landlord could reasonably withhold withholding of consent to a proposed Transfersublease or assignment will be deemed reasonable if Tenant is in default or any of the other material terms and conditions of this Article have not been complied with, it or if any of the following conditions are not satisfied: (a) the subtenant or assignee will use the Building and the Premises only for the uses permitted in Section 1.1(h) and otherwise in accordance with this Lease, and the business and reputation of the subtenant or assignee are reasonably acceptable to Landlord and Landlord' Mortgagees (and Landlord's Mortgagees will not unreasonably withhold or delay their consent); (b) the subtenant or assignee is reputable and creditworthy and has the independent financial ability to perform its obligations under its assignment or sublease without undue financial burden in Landlord's reasonable judgment (which reasonable judgment shall be reasonable for Landlord deemed satisfied if the subtenant or assignee has a net worth, credit rating and financial capability at least equal to withhold consent where Tenant's when Tenant executed this Lease), and it is not then subject to any bankruptcy or reorganization plan, proceeding or order, and no receiver is managing its affairs or assets; and (ic) the Proposed Transferee does not intend itself to occupy the entire portion there will be no more than an aggregate of six (6) subleases of the Premises assigned or sublet, (ii) at any one time. These conditions are not exclusive and Landlord reasonably disapproves of the Proposed Transferee's business operating ability or history, reputation or creditworthiness or the character of the business may consider other factors deemed to be conducted by the Proposed Transferee at the Premises, (iii) the Proposed Transferee is a governmental agency relevant in determining if Landlord should grant or unit or 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 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 Building, at any time within the preceding nine months, or (vi) Landlord otherwise determines that the proposed Transfer would have the effect of decreasing the value of the Building or increasing the expenses associated with operating, maintaining and repairing the Property. In no event 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 Projectreasonably withhold its consent.

Reasonable Consent. (a) Prior If Tenant complies with the following conditions, Landlord shall not unreasonably withhold its consent to the assignment of the Lease or the subletting of the Premises or any proposed Transfer, portion thereof. Tenant shall submit in writing to Landlord Landlord: (i1) the name The names and legal composition of the proposed assignee, subtenant, user Assignee or other transferee Sublessee. (each a "Proposed Transferee"); (ii2) the The nature of the proposed Assignee's or Sublessee's business proposed to be carried on in the Premises; . (iii3) a current balance sheet, income statements for The terms and provisions of the last two years and such other Proposed Assignment or Sublease. (4) Such reasonable financial and other information concerning the Proposed Transferee as Landlord may request; and (iv) a copy of request concerning the proposed assignmentAssignee or Sublessee including, sublease or other agreement governing the proposed Transfer. Within fifteen (15) Business Days after Landlord receives all such information it shall notify Tenant whether it approves or disapproves such Transfer or if it elects to proceed under Section 14.7 - Landlord's Right to Spacewithout limitation, financial history, credit rating rind business expense. (b) Tenant acknowledges that Landlord has entered into this Lease in reliance on the particular skills, knowledge and agrees thatexperience of Tenant and/or the principal officer of Tenant with respect to the conduct of business in the Premises; Tenant recognizes that Landlord's substantial investment in the Premises and the willingness of Landlord to put that investment at risk under the terms of this Lease is based upon Landlord's judgmental considerations regarding Tenant's abilities as set forth above. Without in any way limiting Landlord's right to refuse to give such consent if in Landlord's reasonable business judgment the quality of operation is or may be in any way adversely affected during the Term of this Lease or the financial worth of the proposed new Tenant is less than that of the Tenant executing this Lease or of the Tenant and the Tenant's Guarantor as the case may be, among or if investigation discloses other circumstances information unsatisfactory to Landlord. Anything to the contrary notwithstanding contained herein or elsewhere in this Lease, Landlord, as additional consideration for which Landlord could reasonably withhold consent to a proposed Transfer, it approval of such assignment or subletting shall be reasonable entitled: (1) to receive any and all consideration payable in connection therewith, including without limitation, any additional Rent or other charges or any lump sum settlement; and/or (2) to require increases in Rent payable to Landlord consistent with the then current rent rate 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 new lease for similar premises in the Project; and/or (3) to modifications in such other provisions of the Lease, (iv) the proposed Transfer would violate any "exclusive" rights including without limitation, cancellation of any tenants options to extend the term granted hereunder, as Landlord shall deem advisable; and/or (4) to cancel or terminate this Lease upon thirty (30) days written notice to Tenant, provided that in the Projectsuch event, Tenant may elect by written notice to Landlord within ten (v10) Landlord days of delivery of notice of cancellation or Landlord's agent has shown space in the Building termination 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 Building, at any time within the preceding nine months, or (vi) Landlord otherwise determines that the proposed Transfer would have the effect of decreasing the value of the Building or increasing the expenses associated with operating, maintaining and repairing the Property. In no event may Tenant publicly offer or advertise all or any portion of retain the Premises for assignment or sublease at a rental less than that then sought by Landlord for a direct lease (non-sublease) the balance of comparable space in the Projectterm of the Lease on the terms and conditions herein set forth.

Reasonable Consent. (a) Prior Landlord agrees not to unreasonably withhold or delay its consent to any proposed Transferalterations; provided, Tenant however, that Landlord shall submit not be deemed to have acted unreasonably if it withholds its consent because, in writing to Landlord (i) Landlord’s reasonable opinion, the name and legal composition work: would adversely affect Building systems, the structure of the proposed assigneeBuilding or the safety of its occupants; would increase Landlord’s cost of repairs, subtenant, user insurance or furnishing services or otherwise adversely affect Landlord’s ability to efficiently operate the Building or furnish services to Tenant or other transferee tenants; involves toxic or hazardous materials in any unlawful manner; or requires entry into another tenant’s premises or use of public areas (each a "Proposed Transferee"other than use of public areas for movement of materials to the Premises); (ii) the nature . The foregoing reasons, however, shall not be exclusive of the business proposed to be carried on in the Premises; (iii) a current balance sheet, income statements reasons for the last two years and such other reasonable financial and other information concerning the Proposed Transferee as which Landlord may request; withhold consent, whether or not any other reasons are similar or dissimilar to the foregoing. In addition, if Tenant requests Landlord’s approval of any plans and (iv) a copy specifications for alterations or of any of the proposed assignmentother items described in Section 12.A, sublease or other agreement governing the proposed Transfer. Within Landlord shall have fifteen (15) Business Days after Landlord receives all days following receipt of Tenant’s request for approval of each of such information it shall items to notify Tenant whether it approves of Landlord’s approval or disapproves such Transfer disapproval. If Landlord fails to respond to Tenant within the fifteen (15) day period, Tenant shall deliver a second notice to Landlord, stating in bold type on the first page thereof “URGENT - DELAY NOTICE,” which notice shall specify the matter or if it elects to proceed under Section 14.7 - Landlord's Right to Space. (b) Tenant acknowledges and agrees that, among other circumstances item for which Tenant is seeking approval and shall state that if Landlord could reasonably withhold consent fails to a proposed Transferrespond within three (3) business days following receipt of the notice, it such matter or item will be deemed approved by Landlord. If Landlord fails to respond to the second notice within three (3) business days following receipt, the matters for which approval has been sought 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 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 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 Building, at any time within the preceding nine months, or (vi) Landlord otherwise determines that the proposed Transfer would have the effect of decreasing the value of the Building or increasing the expenses associated with operating, maintaining and repairing the Property. In no event 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 Projectdeemed approved.

Reasonable Consent. (a) Prior to any proposed Transfer, Tenant shall submit in writing to Landlord (i) the name and legal composition of the proposed assignee, subtenant, user or other transferee (each a "Proposed TransfereePROPOSED TRANSFEREE"); (ii) the nature of the business proposed to be carried on in the Premises; (iii) a current balance sheet, income statements for the last two years and such other reasonable financial and other information concerning the Proposed Transferee as Landlord may request; and (iv) a copy of the proposed assignment, sublease or other agreement governing the proposed Transfer. Within fifteen (15) Business Days after Landlord receives all such information it shall notify Tenant whether it approves or disapproves such Transfer or if it elects to proceed under Section 14.7 - 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 in the Project, unless, in the case of an existing 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 or renewal 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 Building 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 BuildingProject, at any time within the preceding nine six months, or (vi) Landlord otherwise determines that the proposed Transfer would have the effect of materially decreasing the financial value of the Building Project or increasing the expenses associated with operating, maintaining and repairing the PropertyProject. In no event 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 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.

Reasonable Consent. (a) Prior to any proposed Transfer, Tenant shall submit in writing to Landlord (i) the name and legal composition of the proposed assignee, subtenant, user or other transferee (each a "“Proposed Transferee"”); (ii) the nature of the business proposed to be carried on in the Premises; (iii) a current balance sheet, income statements for the last two years and such other reasonable financial and other information concerning the Proposed Transferee as Landlord may request; and (iv) a copy of the proposed assignment, sublease or other agreement governing the proposed Transfer. Within fifteen (15) Business Days business days after Landlord receives all such information it shall notify Tenant whether it approves or disapproves such Transfer and the approval shall not be unreasonably withheld, conditioned or if it elects to proceed under Section 14.7 - Landlord's Right to Spacedelayed. (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 in the Projectagency, (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 Building Project existing 60 days prior 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 Building, at any time within the preceding nine monthsproposed Transfer, or (viv) Landlord otherwise determines that the proposed Transfer would have the effect of decreasing the value of the Building or increasing the expenses associated with operating, maintaining and repairing the Property. In no event 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.

Reasonable Consent. (a) Prior to any proposed Transfer, Tenant shall submit in writing to Landlord (i) the name and legal composition of the proposed assignee, subtenant, user or other transferee Transferee (each a "“Proposed Transferee"”); (ii) the nature of the business proposed to be carried canted on in the Premises; (iii) a current balance sheet, income statements for the last two years and such other reasonable financial and other information concerning the Proposed Transferee as Landlord may request; and (iv) a copy of the proposed assignment, sublease or other agreement governing the proposed Transfer. Within fifteen (15) Business Days after Landlord receives all such information it shall notify Tenant whether it approves or disapproves such Transfer or if it elects to proceed under Section 14.7 - -- Landlord's ’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 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 PremisesTransferee, (iii) the Proposed Transferee is a governmental agency or unit or 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 Landlords agent has shown space in the Building to the Proposed Transferee or responded to any inquiries from the Proposed Transferee or the Proposed Proposed. Transferee's ’s agent concerning availability of space in the Building, Building at any time within the preceding nine months, or (vi) Landlord otherwise determines that the proposed Transfer would have the die effect of decreasing the value of the Building or increasing the expenses associated with operating, maintaining and repairing the Property. In no event may Tenant publicly offer or advertise all or any portion of the Premises for assignment or sublease at a rental less than that then than sought by Landlord for a direct lease (non-sublease) of comparable space epee in the Project.

Reasonable Consent. (a) Prior If Tenant complies with the following conditions, Landlord sail not unreasonably withhold its consent to the subletting of the Premises or any proposed Transfer, portion thereof or the assignment of this Lease. Tenant shall submit in writing to Landlord (i) the name and legal composition of the proposed subtenant or assignee, subtenant, user or other transferee (each a "Proposed Transferee"); (ii) the nature of the business proposed to be carried on in the Premises; (iii) a current balance sheet, income statements for the last two years terms and provisions of the proposed sublease; (iv) such other reasonable financial and other information concerning the Proposed Transferee as Landlord may requestrequest concerning the proposed subtenant or assignee; and (ivv) a copy the form of the proposed assignment, sublease or other agreement governing the proposed Transferassignment. Within fifteen ten (1510) Business Days business days after Landlord receives all such information it shall notify Tenant whether it approves such assignment or disapproves such Transfer subletting or if it elects to proceed under Section 14.7 - Landlord's Right to SpaceParagraph 15.8 below. (b) Tenant acknowledges The parties hereto agree and agrees acknowledge that, among other circumstances for which Landlord could reasonably withhold its consent to a proposed Transfersublease or assignment, it shall be reasonable for Landlord to withhold its 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, ’s reputation or creditworthiness or the character of the business to be conducted by the Proposed Transferee at the Premises, (iiiii) the Proposed Transferee is a governmental agency assignment or unit or an existing tenant in subletting would increase 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 burden on the Building to the Proposed Transferee or responded to any inquiries from the Proposed Transferee services or the Proposed Transferee's agent concerning availability number of space in people occupying the Building, at any time within the preceding nine monthsPremises, or (viiii) Landlord otherwise determines that the proposed Transfer assignment or sublease would have the effect of decreasing the value of the Building Project or increasing the expenses associated with operating, maintaining and repairing operating the PropertyProject. In no event may Tenant publicly advertise or 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.

Reasonable Consent. (a) Prior to any proposed Transfer, Tenant shall submit in writing to If Landlord (i) the name and legal composition does not elect either of the proposed assignee, subtenant, user or other transferee (each a "Proposed Transferee"); (ii) the nature of the business proposed to be carried on options provided in the Premises; (iii) a current balance sheetRecapture section of this article, income statements for the last two years and such other reasonable financial and other information concerning the Proposed Transferee as Landlord may request; and (iv) a copy of the proposed assignmentshall not unreasonably withhold, sublease condition or other agreement governing the proposed Transfer. Within fifteen (15) Business Days after Landlord receives all such information it shall notify Tenant whether it approves or disapproves such Transfer or if it elects to proceed under Section 14.7 - Landlord's Right to Space. (b) Tenant acknowledges and agrees that, among other circumstances for which Landlord could reasonably withhold delay its consent to a proposed Transfer, it transfer. It shall be deemed reasonable for Landlord to withhold consent where to any proposed transfer if any of the following conditions have not been established to Landlord’s reasonable satisfaction: 6.4.1 The proposed transferee (ifor assignments) has sufficient financial wherewithal to discharge its obligations under this Lease and the Proposed Transferee does proposed agreement of transfer and as reasonably determined by Landlord’s criteria for selecting Project tenants and has a tangible net worth and reputation that is not intend itself less than the tangible net worth and reputation of Tenant on the Date of this Lease. 6.4.2 The proposed transfer shall not, in Landlord’s reasonable judgment, cause physical harm to occupy the entire portion Project or harm to the reputation of the Project that would result in an impairment of Landlord’s ability to lease space in the Project or a diminution in the rental value of space in the Project. The proposed use of the Premises assigned by the proposed transferee will be a use permitted under this Lease and not prohibited by the Rules and Regulations, and will not violate any restrictive covenants or subletexclusive use provisions applicable to Landlord of which Landlord has notified Tenant. 6.4.3 [Intentionally Omitted] 6.4.4 The proposed transferee shall not be any person or entity who shall at that time be a tenant, (ii) Landlord reasonably disapproves subtenant, or other occupant of any part of the Proposed Transferee's business operating ability Project, or history, reputation who negotiated with Landlord or creditworthiness Landlord’s agent (directly or through a broker) as to space in the Project during the six months immediately preceding Tenant’s request for Landlord’s consent. 6.4.5 The proposed use of the Premises by the proposed transferee will not require alterations or additions to the Premises or the character Project to comply with applicable law or governmental requirements and will not negatively affect insurance requirements or involve the introduction of materials to the Premises that are not in compliance with the environmental laws. 6.4.6 Any mortgagee of the business Project will consent to be conducted by the Proposed Transferee at proposed transfer if such consent is required under the Premisesrelevant loan documents. 6.4.7 The proposed use of the Premises will not increase the Operating Costs for the Project or the burden on the Project services, (iii) the Proposed Transferee is a governmental agency or unit generate unreasonably additional foot traffic, elevator usage, Parking Area usage, or an existing tenant security concerns in the Project, (iv) or create an increased possibility that the comfort or safety, or both, of Landlord and the other occupants of the Project will be compromised or reduced. 6.4.8 The proposed Transfer would violate any "exclusive" rights of any tenants in the Projecttransferee shall not be, (v) and shall not be affiliated with, anyone with whom Landlord or Landlord's agent any of its affiliates has shown been involved with in litigation or who has defaulted under any agreement with Landlord or any of its affiliates. 6.4.9 The proposed transfer will not cause a violation of another lease for space in the Building Project or give an occupant of the Project a right to cancel its lease. 6.4.10 There shall be no default by Tenant, beyond any applicable grace period, under any of the Proposed Transferee or responded terms, covenants, and conditions of this Lease at the time that Landlord’s consent to any inquiries from a transfer is requested and on the Proposed Transferee or date of the Proposed Transferee's agent concerning availability commencement of space the term of the proposed transfer. 6.4.11 If the transfer is an assignment, the proposed assignee will assume in writing all of the Building, at any time within the preceding nine months, or (vi) Landlord otherwise determines obligations of Tenant under this Lease. 6.4.12 Tenant acknowledges that the proposed Transfer would have the effect of decreasing the value foregoing is not intended to be an exclusive list of the Building or increasing the expenses associated with operating, maintaining and repairing the Property. In no event reasons for which Landlord may Tenant publicly offer or advertise all or any portion of the Premises for assignment or sublease at reasonably withhold its consent to a rental less than that then sought by Landlord for a direct lease (non-sublease) of comparable space in the Projectproposed transfer.

Reasonable Consent. (a) Prior If Tenant complies with the following conditions, Landlord shall not unreasonably withhold its consent to the subletting of the Premises or any proposed Transfer, portion thereof or the assignment of this Lease. Tenant shall submit in writing to Landlord (i) the name and legal composition of the proposed subtenant or assignee, subtenant, user or other transferee (each a "Proposed Transferee"); (ii) the nature of the business proposed to be carried on in the Premises; (iii) a current balance sheet, income statements for the last two years terms and provisions of the proposed sublease; (iv) such other reasonable financial and other information concerning the Proposed Transferee as Landlord may requestrequest concerning the proposed subtenant or assignee; and (ivv) a copy the form of the proposed assignment, sublease or other agreement governing the proposed Transferassignment. Within fifteen ten (1510) Business Days business days after Landlord receives all such information it shall notify Tenant whether it approves such assignment or disapproves such Transfer subletting or if it elects to proceed under Section 14.7 - Landlord's Right to SpaceParagraph 15.8 below. (b) Tenant acknowledges The parties hereto agree and agrees acknowledge that, among other circumstances for which Landlord could reasonably withhold its consent to a proposed Transfersublease or assignment, it shall be reasonable for Landlord to withhold its consent where (i) the Proposed Transferee assignee or subtenant (a “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, ’s reputation or creditworthiness or the character of the business to be conducted by the Proposed Transferee at the Premises, (iii) the Proposed Transferee is Transferee’s business entails the operation of a governmental agency or unit or an existing tenant in the Projectcall center, (iv) the proposed Transfer would violate Transferee is an existing tenant of the Building or any "exclusive" rights of any tenants the other buildings in the ProjectXxxxxx Ranch Business Park (“Xxxxxx Ranch”), (v) Landlord the assignment or Landlord's agent has shown space in subletting would increase the burden on the Building to the Proposed Transferee or responded to any inquiries from the Proposed Transferee services or the Proposed Transferee's agent concerning availability number of people occupying the Premises, (vi) the rental and other consideration payable by the Transferee is less than that currently being paid by tenants under new leases of comparable space in the Building, at any time within the preceding nine months, or (vivii) Landlord otherwise determines that the proposed Transfer assignment or sublease would have the effect of decreasing the value of the Building Project or increasing the expenses associated with operating, maintaining and repairing operating the PropertyProject. In no event may Tenant publicly advertise or 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.

Reasonable Consent. (a) Prior to any proposed Transfer, Tenant shall submit in writing to Landlord (i) the name and legal composition of the proposed assignee, subtenant, user or other transferee (each a "Proposed Transferee"); (ii) the nature of the business proposed to be carried on in the Premises; (iii) a current balance sheet, income statements for the last two years and such other reasonable financial and other information concerning the Proposed Transferee as Landlord may request; and (iv) a copy of the proposed assignment, sublease or other agreement governing the proposed Transfer. Within fifteen ten (1510) Business Days after Landlord receives all such information it shall notify Tenant whether it approves or disapproves such Transfer or if it elects to proceed under Section 14.7 - 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 in the Project, unless, in the case of an existing 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 or renewal in the Project, 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 Building to the Proposed Transferee or responded submitted a written proposal in response to any inquiries from the Proposed Transferee or the Proposed Transferee's agent concerning availability of space in the Building, at any time within the preceding nine four months, or (vi) Landlord otherwise determines that the proposed Transfer would have the effect of decreasing the value of the Building or increasing the expenses associated with operating, maintaining and repairing the Property. In no event 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.

Reasonable Consent. (a) Prior If Tenant complies with the following conditions, Landlord shall not unreasonably withhold its consent to the assignment of the Lease or the subletting of the Premises or any proposed Transfer, portion thereof: Tenant shall submit in writing to Landlord (ia) the name and legal composition of the proposed assignee, assignee or subtenant, user or other transferee (each a "Proposed Transferee"); (iib) the nature of the proposed assignee's or subtenant's business proposed to be carried on in the Premises; (iiic) a current balance sheet, income statements for the last two years terms and provisions of the proposed assignment or sublease; (d) such other reasonable financial and other information concerning the Proposed Transferee as Landlord may request; and (iv) a copy of request concerning the proposed assignmentassignee or subtenant including, sublease or other agreement governing without limitation, financial history, credit rating and business experience. Tenant acknowledges that Landlord has entered into this Lease in reliance on the proposed Transferparticular skills, knowledge and experience of Tenant and/or the principal officer of Tenant with respect to the conduct of business in the Premises. Within fifteen (15) Business Days after Landlord receives all such information it shall notify Tenant whether it approves or disapproves such Transfer or if it elects to proceed under Section 14.7 - Without limiting Landlord's Right right to Space. (b) Tenant acknowledges and agrees thatrefuse to give such consent on any other reasonable grounds, among other circumstances for which Landlord could reasonably withhold reserves the right to refuse to give such consent to a proposed Transfer, it shall be if in Landlord's reasonable for Landlord to withhold consent where business judgment (i) the Proposed Transferee does not intend itself to occupy the entire portion quality of operation of the Premises assigned or sublet, Complex may be in any way adversely affected during the Lease Term; (ii) Landlord reasonably disapproves of the Proposed Transferee's business operating ability proposed assignee or history, reputation quasi-governmental department or creditworthiness or the character of the business to be conducted by the Proposed Transferee at the Premises, agency (iii) the Proposed Transferee financial worth of the proposed new tenant is a governmental agency or unit or an existing tenant in the Project, less than that of Tenant executing this Lease: (iv) the proposed Transfer would violate any "exclusive" rights assignee’s or subtenant’s use of the Premises involves the storage, use or disposal of any tenants in the Project, Hazardous Materials; (v) Landlord the proposed assignee or Landlord's agent subtenant has shown space in the Building been required by any governmental authority 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 Building, at any time within the preceding nine months, or clean up Hazardous Materials; (vi) Landlord otherwise determines that the proposed Transfer would have assignee or subtenant is subject to investigation or enforcement by any governmental authority in connection with the effect use, disposal or storage of decreasing the value of the Building or increasing the expenses associated with operating, maintaining and repairing the Property. In no event 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 Hazardous Material; (non-subleasevii) of comparable space in the Projectinvestigation discloses other information reasonably unsatisfactory to Landlord.

Reasonable Consent. (a) Prior If Tenant complies with the following conditions, Landlord shall not unreasonably withhold its consent to the subletting of the Premises or any proposed Transfer, portion thereof or the assignment of this Lease. Tenant shall submit in writing to Landlord (i) the name and legal composition of the proposed subtenant or assignee, subtenant, user or other transferee (each a "Proposed Transferee"); (ii) the nature of the business proposed to be carried on in the Premises; (iii) a current balance sheet, income statements for the last two years terms and provisions of the proposed sublease; (iv) such other reasonable financial and other information concerning the Proposed Transferee as Landlord may requestrequest concerning the proposed subtenant or assignee; and (ivv) a copy the form of the proposed assignment, sublease or other agreement governing the proposed Transferassignment. Within fifteen ten (1510) Business Days business days after Landlord receives all such information it shall notify Tenant whether it approves such assignment or disapproves such Transfer subletting or if it elects to proceed under Section 14.7 - Landlord's Right to SpaceParagraph 15.8 below. (b) Tenant acknowledges The parties hereto agree and agrees acknowledge that, among other circumstances for which Landlord could reasonably withhold its consent to a proposed Transfersublease or assignment, it shall be reasonable for Landlord to withhold its 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, (iiiii) the Proposed Transferee is a governmental agency assignment or unit or an existing tenant in subletting would increase 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 burden on the Building to the Proposed Transferee or responded to any inquiries from the Proposed Transferee services or the Proposed Transferee's agent concerning availability number of space in people occupying the Building, at any time within the preceding nine monthsPremises, or (viiii) Landlord otherwise determines that the proposed Transfer assignment or sublease would have the effect of decreasing the value of the Building Project or increasing the expenses associated with operating, maintaining and repairing the Property. In no event 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 operating the Project.

Reasonable Consent. (a) Prior to any proposed TransferAs set forth in paragraph 27 above, Tenant shall submit in writing not sublet or assign the Leased Premises without the Landlord's prior written consent, which consent shall not be unreasonably withheld In determining whether to grant consent to the Tenant's sublet or assignment request, the Landlord (i) may consider any reasonable factor. Landlord and Tenant agree that any one of the name and legal composition following factors, or any other reasonable factor, will be reasonable grounds for deciding the Tenant's request: a. financial strength of the proposed assignee, subtenant, user or other transferee (each a "Proposed Transferee"); (ii) the nature /assignee must be at least equal to that of the existing Tenant; b. business proposed to be carried on in the Premises; (iii) a current balance sheet, income statements for the last two years and such other reasonable financial and other information concerning the Proposed Transferee as Landlord may request; and (iv) a copy reputation of the proposed assignmentsubtenant/assignee must be in accordance with generally acceptable commercial standards; c. use of the Leased Premises by the proposed subtenant/assignee must be identical to the use permitted by this lease; d. percentage rents, sublease if a condition of this Lease, of the proposed subtenant/assignee, or the prospect of percentage rents, must be at least equal to that of the existing Tenant; e. managerial and operational skills of the proposed subtenant/assignee must be the same or exceed those of the existing Tenant; f. use of the Leased Premises by the proposed subtenant/assignee will not violate or create any potential violation of any laws and; g. use of the Leased Premises will not violate any other agreements affecting the Leased Premises, the Landlord or other agreement governing the proposed Transfer. Within fifteen (15) Business Days after Landlord receives all such information it shall notify Tenant whether it approves Tenants or disapproves such Transfer or if it elects to proceed under Section 14.7 - 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 require Landlord to withhold consent where (i) the Proposed Transferee does not intend itself make alterations or improvements 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 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 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 Building, at any time within the preceding nine months, or (vi) Landlord otherwise determines that the proposed Transfer would have the effect of decreasing the value of the Building or increasing the expenses associated with operating, maintaining and repairing the Property. In no event 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.

Reasonable Consent. (a) Prior Landlord will not unreasonably withhold its consent to an assignment or sublease by Tenant, but Landlord may withhold its consent arbitrarily and in its sole discretion to any proposed Transferhypothecation, Tenant shall submit in writing assignment for security purposes or other Transfer or to Landlord (i) any requested assignment or sublease before the name and legal composition end of the proposed assignee, subtenant, user or other transferee (each a "Proposed Transferee"); (ii) the nature first full Lease Year. Tenant agrees that Landlord’s withholding of the business proposed to be carried on in the Premises; (iii) a current balance sheet, income statements for the last two years and such other reasonable financial and other information concerning the Proposed Transferee as Landlord may request; and (iv) a copy of the proposed assignment, sublease or other agreement governing the proposed Transfer. Within fifteen (15) Business Days after Landlord receives all such information it shall notify Tenant whether it approves or disapproves such Transfer or if it elects to proceed under Section 14.7 - Landlord's Right to Space. (b) Tenant acknowledges and agrees that, among other circumstances for which Landlord could reasonably withhold consent to a proposed Transfersublease or assignment will be deemed reasonable if Tenant is in default or any of the other terms and conditions of this Article have not been complied with, it shall be reasonable for Landlord to withhold consent where or if any of the following conditions are not satisfied: (ia) the Proposed Transferee does not intend itself to occupy subtenant or assignee will use the entire portion Premises only for the uses permitted in Section 1.1(i) and otherwise in accordance with this Lease, and the business and reputation of the Premises assigned subtenant or sublet, (ii) Landlord reasonably disapproves assignee are consistent with the other tenancies and standards of the Proposed Transferee's business operating Project in Landlord’s reasonable judgment; (b) the subtenant or assignee is reputable and creditworthy and has the independent financial ability to perform the obligations of Tenant under this Lease without undue financial burden in Landlord’s reasonable judgment, and neither it nor its predecessors in interest has been subject to a bankruptcy or historyreorganization, reputation or creditworthiness had a receiver appointed to manage its affairs or in connection with any of its assets, been subject to criminal judgments, sanctions, consent decrees or similar actions by the character SEC or other governmental or quasi-governmental authorities; (c) Landlord’s Mortgagees consent (if their consent is required); and (d) there will be no more than an aggregate of two (2) subleases of the business Premises. These conditions are not exclusive and Landlord may consider other factors deemed to be conducted by the Proposed Transferee at the Premises, (iii) the Proposed Transferee is a governmental agency relevant in determining if Landlord should grant or unit or 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 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 Building, at any time within the preceding nine months, or (vi) Landlord otherwise determines that the proposed Transfer would have the effect of decreasing the value of the Building or increasing the expenses associated with operating, maintaining and repairing the Property. In no event 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 Projectreasonably withhold its consent.

Reasonable Consent. In the event that Tenant complies with the provisions of Section 50.2 of this Article 50 and Landlord does not exercise any option provided to it thereunder, and provided that Tenant is not in default of any of Tenant's obligations under this lease, beyond applicable notice and grace periods, Landlord's consent (a) Prior to any proposed Transfer, Tenant shall submit which must be in writing and in form reasonably satisfactory to Landlord) to the proposed assignment of lease or subletting of the entire demised premises shall not be unreasonably withheld or delayed provided the following conditions have been satisfied: 50.4.1 In Landlord's reasonable judgement, the proposed assignee or subtenant is engaged in such a business and the demised premises will be used in such a manner, that: (x) is limited to the use expressly permitted under this lease; and (y) will not violate any negative covenant as to use contained in any other lease of space in the Building about which Tenant has been informed following its request to Landlord for such information; 50.4.2 The proposed assignee or subtenant is a reputable person of good character and with sufficient financial worth considering the responsibility involved, and Landlord has been furnished with reasonable proof thereof; 50.4.3 Neither (i) the name and legal composition of the proposed assignee, subtenant, user assignee or other transferee (each a "Proposed Transferee"); sublessee nor (ii) any person that, directly or indirectly, controls, is controlled by, or is under common control with, the nature proposed assignee or sublessee, is then an occupant or tenant of any part of the business Building; 50.4.4 The proposed assignee or sublessee is not a person with whom Landlord is then, or shall have been during the previous six (6) month period, negotiating to be carried on in the Premises; (iii) a current balance sheet, income statements for the last two years and such other reasonable financial and other information concerning the Proposed Transferee as Landlord may request; and (iv) a copy of the proposed assignment, sublease or other agreement governing the proposed Transfer. Within fifteen (15) Business Days after Landlord receives all such information it shall notify Tenant whether it approves or disapproves such Transfer or if it elects to proceed under Section 14.7 - 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 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 Building to the Proposed Transferee or responded to any inquiries from the Proposed Transferee or the Proposed Transferee's agent concerning availability of lease space in the Building; 50.4.5 The proposed sublease shall be in form reasonably satisfactory to Landlord and shall comply with the applicable provisions of this Article 50; 50.4.6 The amount of the aggregate rent to be paid by the proposed subtenant is not less than the ten current market rent per rentable square foot for the demised premises and the rental and other terms and conditions of the sublease are the same as those contained in the proposed sublease furnished to Landlord pursuant to Section 50.2; 50.4.7 Tenant shall reimburse Landlord on demand for any reasonable costs that may be incurred by Landlord in connection with said assignment or sublease, at including the costs of making investigations as to the acceptability of the proposed assignee or subtenant and legal costs incurred in connection with the granting of any time within requested consent; 50.4.8 Tenant shall not have (a) advertised the preceding nine monthsavailability of the demised premises without prior written notice to, and approval by, Landlord or (vib) Landlord otherwise determines that advertised the proposed Transfer would have the effect of decreasing the value of the Building demised premises for subletting or increasing the expenses associated with operating, maintaining and repairing the Property. In no event may Tenant publicly offer or advertise all or any portion of the Premises for assignment or sublease at a proposed rental less than that the fixed rent and additional rent at which Landlord is then sought by Landlord for a direct offering to lease (non-sublease) of comparable other space in the ProjectBuilding; 50.4.9 The sublease shall not allow use of the demised premises (1) as a restaurant, luncheonette, or otherwise for the preparation and/or sale of food for on or off premises consumption; (2) as a discount store; (3) as a multiple tenancy store; (4) by a foreign or domestic governmental agency; (5) as a betting parlor or gambling casino; or (6) by a utility company; and 50.4.10 The sublease shall not provide for an option on behalf of the subtenant thereunder to extend or renew the term of such sublease.

Reasonable Consent. (a) Prior If Tenant complies with the following conditions, Landlord shall not unreasonably withhold its consent to the subletting of the Premises or any proposed Transfer, portion thereof or the assignment of this Lease. Tenant shall submit in writing to Landlord (i) the name and legal composition of the proposed subtenant or assignee, subtenant, user or other transferee (each a "Proposed Transferee"); (ii) the nature of the business proposed to be carried on in the Premises; (iii) a current balance sheet, income statements for the last two years terms and provisions of the proposed sublease; (iv) such other reasonable financial and other information concerning the Proposed Transferee as Landlord may requestrequest concerning the proposed subtenant or assignee; and (ivv) a copy the form of the proposed assignment, sublease or other agreement governing the proposed Transferassignment. Within fifteen five (155) Business Days business days after Landlord receives all such information it shall notify Tenant whether it approves such assignment or disapproves such Transfer subletting or if it elects to proceed under Section 14.7 - Landlord's Right to Space15.8 below. (b) Tenant acknowledges The parties hereto agree and agrees acknowledge that, among other circumstances for which Landlord could reasonably withhold its consent to a proposed Transfersublease or assignment, it shall be reasonable for Landlord to withhold its 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 credit worthiness or the character of the business to be conducted by the Proposed Transferee at the Premises, (ii) the Transferee is an existing tenant of the Building, (iii) the Proposed Transferee is a governmental agency assignment or unit subletting would increase the burden on the Building services or an existing tenant in the Projectnumber of people occupying 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 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 Building, at any time within the preceding nine months, or (vi) Landlord otherwise reasonably determines that the proposed Transfer assignment or sublease would have the effect of decreasing the value of the Building Property or increasing the expenses associated with operating, maintaining and repairing operating the Property. In no event 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.

Reasonable Consent. (a) Prior Landlord shall not unreasonably withhold its consent to the subletting of the Premises or any portion thereof or the assignment of this Lease. Xxxxxxxx’s consent to any other proposed Transfer may be granted or withheld in Landlord’s sole and absolute discretion. If Tenant shall desire Xxxxxxxx’s consent to any Transfer, Tenant shall submit notify Landlord in writing to Landlord (i“Notice of Proposed Transfer”). Any such Notice of Proposed Transfer shall include: (a) the name and legal composition of the proposed assignee, subtenant, user or other transferee (each a "Proposed “Transferee"”); (iib) the proposed effective date (which shall not be less than thirty (30) nor more than one hundred eighty (180) days after the date of Tenant’s Notice of Proposed Transfer); (c) the portion of the Premises to be Transferred (the “Subject Space”); (d) the nature of the business proposed to be carried on in the Premises; (iiie) a current balance sheetthe terms and provisions of any proposed Transfer, income statements for including an estimated calculation of the last two years and “Transfer Premium” (as defined in Section 16.3 below) in connection with such other Transfer; (f) such reasonable financial and other information concerning the Proposed Transferee as Landlord may requestrequest concerning the proposed Transferee; and (ivg) a copy the form of the proposed assignment, sublease or other agreement governing the proposed Transferassignment. Within fifteen twenty (1520) Business Days days after Landlord receives all such information it information, Landlord shall notify Tenant whether it approves such assignment or disapproves such Transfer or subletting, or, if it Section 16.7 shall apply, if Landlord elects to proceed under Section 14.7 - Landlord's Right to Space. (b) Tenant acknowledges and agrees that, among thereunder. Among other circumstances for which Landlord could may reasonably withhold its consent to a proposed Transfersublease or assignment, it shall be reasonable for Landlord to withhold its 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, ’s reputation or creditworthiness or the character of the business to be conducted by the Proposed Transferee at the Premises, (ii) the Transferee’s business entails the operation of a call center, (iii) the Proposed Transferee is a governmental agency or unit or (1) an existing tenant of the Project or any of the other buildings in Xxxxxx Ranch, (2) is negotiating with Landlord or any affiliate of Landlord to lease space in the ProjectProject or any of the other buildings in Xxxxxx Ranch at such time, or (3) has negotiated with Landlord or any affiliate of Landlord to lease space during the three (3) month period immediately preceding Tenant’s request for consent; provided, however, that Landlord shall not withhold its consent to any proposed Transfer solely under this clause (iii) if Landlord does not then have comparable space in Xxxxxx Ranch available for lease for a comparable term at the time of Tenant’s proposed Transfer; (iv) the proposed Transfer assignment or subletting would violate any "exclusive" rights increase the burden on the Building services or the number of any tenants in people occupying the ProjectPremises, (v) Landlord or Landlord's agent has shown the rental and other consideration payable by the Transferee is less than eighty percent (80%) that currently being paid by tenants under new leases of comparable space in the 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 Building, at any time within the preceding nine monthsXxxxxx Ranch, or (vi) Landlord otherwise reasonably determines that the proposed Transfer assignment or sublease would have the effect of decreasing the value of the Building Project or increasing the expenses associated with operating, maintaining and repairing operating the PropertyProject. In no event may Tenant publicly advertise or 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 ProjectXxxxxx Ranch.

Reasonable Consent. (a) Prior At least forty-five (45) days prior to any proposed Transfer, Tenant shall submit in writing to Landlord (i) the name and legal composition of the proposed assignee, subtenant, user or other transferee (each a "Proposed Transferee"); (ii) the nature of the business proposed to be carried on in the Premises; (iii) a current balance sheet, and income and cash flow statements for the last two years and such other reasonable financial and other information concerning the Proposed Transferee as Landlord may request; and (iv) a copy of the proposed assignment, sublease or other agreement governing the proposed TransferTransfer in final form. Within fifteen (15) Business Days after Landlord receives shall have received all such information it shall notify Tenant whether it approves or disapproves such Transfer or if it elects to proceed under Section 14.7 - Landlord's ’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 an existing tenant (other than Tenant) in the ProjectBuilding, (iv) the proposed Transfer would violate any "“exclusive" ” rights of any tenants in the ProjectBuilding, (v) Landlord or Landlord's ’s agent has shown space in the 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 Building, at any time within the preceding nine months, (vi) a proposed Transfer would violate any Encumbrance, (vii) any Mortgagee objects to the proposed Transfer, or (viviii) 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 determines that the proposed Transfer would have the effect of decreasing the value of the Building Property or increasing the expenses associated with operating, maintaining and repairing the Property. In no event 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 ProjectBuilding; provided, however, that the foregoing shall not be deemed to be a minimum requirement on the actual sublease rental rate Tenant may charge an approved or permitted subtenant in any applicable sublease.

Reasonable Consent. (a) Prior Landlord will not unreasonably withhold or delay its consent to an assignment or sublease by Tenant, but Landlord may withhold its consent to any proposed Transferother Transfer (including, without limitation, any hypothecation or assignment for security purposes) arbitrarily and in its sole discretion. Tenant shall submit in writing to Landlord (i) the name and legal composition of the proposed assignee, subtenant, user or other transferee (each a "Proposed Transferee"); (ii) the nature of the business proposed to be carried on in the Premises; (iii) a current balance sheet, income statements for the last two years and such other reasonable financial and other information concerning the Proposed Transferee as Landlord may request; and (iv) a copy of the proposed assignment, sublease or other agreement governing the proposed Transfer. Within fifteen (15) Business Days after Landlord receives all such information it shall notify Tenant whether it approves or disapproves such Transfer or if it elects to proceed under Section 14.7 - agrees that Landlord's Right to Space. (b) Tenant acknowledges and agrees that, among other circumstances for which Landlord could reasonably withhold withholding of consent to a proposed Transfersublease or assignment will be deemed reasonable if Tenant is in default or any of the other material terms and conditions of this Article have not been complied with, it or if any of the following conditions are not satisfied: (a) the subtenant or assignee will use the Building and the Premises only for the uses permitted in Section 1.1(h) and otherwise in accordance with this Lease, and the business and reputation of the subtenant or assignee are reasonably acceptable to Landlord and Landlord's Mortgagees (and Landlord's Mortgagees will not unreasonably withhold or delay their consent); (b) the subtenant or assignee is reputable and creditworthy and has the independent financial ability to perform its obligations under its assignment or sublease without undue financial burden in Landlord's reasonable judgment (which reasonable judgment shall be reasonable for Landlord deemed satisfied if the subtenant or assignee has a net worth, credit rating and financial capability at least equal to withhold consent where Tenant's when Tenant executed this Lease), and it is not then subject to any bankruptcy or reorganization plan, proceeding or order, and no receiver is managing its affairs or assets; and (ic) the Proposed Transferee does not intend itself to occupy the entire portion there will be no more than an aggregate of six (6) subleases of the Premises assigned or sublet, (ii) at any one time. These conditions are not exclusive and Landlord reasonably disapproves of the Proposed Transferee's business operating ability or history, reputation or creditworthiness or the character of the business may consider other factors deemed to be conducted by the Proposed Transferee at the Premises, (iii) the Proposed Transferee is a governmental agency relevant in determining if Landlord should grant or unit or 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 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 Building, at any time within the preceding nine months, or (vi) Landlord otherwise determines that the proposed Transfer would have the effect of decreasing the value of the Building or increasing the expenses associated with operating, maintaining and repairing the Property. In no event 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 Projectreasonably withhold its consent.

Reasonable Consent. (a) If Tenant complies with the following conditions, Landlord shall not unreasonably withhold its consent to the subletting of the Premises or any portion thereof or the assignment of this Lease. Prior to any proposed Transfer, Tenant shall submit in writing to Landlord (i) the name and legal composition of the proposed assignee, subtenant, user or other transferee (each a "Proposed “Transferee"”); (ii) the nature of the business proposed to be carried on in the Premises; (iii) a current balance sheet, income statements for the last two years and such other reasonable financial and other information concerning the Proposed proposed Transferee as Landlord may request; and (iv) a copy of the proposed assignment, sublease or other agreement governing the proposed Transfer. Within fifteen ten (1510) Business Days after Landlord receives all such information it shall notify Tenant whether it approves or disapproves such Transfer or if it elects to proceed under Section 14.7 - Landlord's ’s Right to Space. (b) Tenant acknowledges The parties hereto agree and agrees acknowledge 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 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 unit, (iv) the Transferee is an existing tenant in the Building (or another building owned or controlled by Landlord or an affiliate of Landlord; such other buildings and the Building are hereinafter collectively referred to in this Section 14 as the “Project”) or a party with whom Landlord has negotiated to lease space in the Project within the preceding six (6) months, (ivv) the proposed Transfer would violate any "“exclusive" ” rights of any tenants in the Project, (vvi) Landlord or Landlord's agent has shown space Tenant is in default under this Lease, (vii) such Transferee’s proposed use is not permitted under Section 5 - Use and Compliance with Laws, (viii) such Transferee’s proposed use would increase the density of occupation in the Building to the Proposed Transferee Premises or responded to any inquiries from the Proposed Transferee or the Proposed Transferee's agent concerning availability use of space in the Building’s parking facilities, at any time within (ix) the preceding nine monthsTransfer would result in there being more than two (2) separate entities or businesses occupying the Premises, (x) the Transfer would constitute a sub-sublease, or (vixi) Landlord otherwise determines that the proposed Transfer would have the effect of decreasing the value of the Building or increasing the expenses associated with operating, maintaining and repairing the PropertyBuilding. In no event 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 (or the Project if the Building is fully leased).

Reasonable Consent. (a) Prior to any proposed Transfer, Tenant shall submit in writing to Landlord (i) the name and legal composition of the proposed assignee, subtenant, user or other transferee (each a "Proposed Transferee"); (ii) the nature of the business proposed to be carried on in the Premises; (iii) a current balance sheet, income statements for the last two years and such other reasonable financial and other information concerning the Proposed Transferee as Landlord may request; and (iv) a copy of the proposed assignment, sublease or other agreement governing the proposed Transfer. Within fifteen (15) Business Days after Landlord receives all such information it shall notify Tenant whether it approves or disapproves such Transfer or if it elects to proceed under Section 14.7 - 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 in the Project, unless, in the case of an existing tenant, Landlord does not have space in the Project available to lease to the existing tenant containing the same or more square feet than the existing tenant identifies in writing that the existing tenant requires, (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 Building Project to the Proposed Transferee or responded given a written proposal in response to any inquiries from the Proposed Transferee or the Proposed Transferee's agent concerning availability of space in the BuildingProject, at any time within the preceding nine six months, or (vi) Landlord otherwise determines that the proposed Transfer would have the effect of decreasing the value of the Building Project or increasing the expenses associated with operating, maintaining and repairing the PropertyProject. In no event 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.

Reasonable Consent. (a) Prior to any proposed Transfer, Tenant shall submit in writing to Landlord a request for Landlord’s consent to the proposed Transfer (a “Transfer Consent Request”) together with all of the following: (i) the name and legal composition of the proposed assignee, subtenant, user or other transferee (each a "Proposed Transferee"); , (ii) the nature of the business proposed to be carried on in the Premises; (iii) a current balance sheet, income and cash flow statements for the last two years years, and such other reasonable financial and other information concerning the Proposed Transferee as Landlord may request; and (iv) a copy of the proposed assignment, sublease or other agreement governing the proposed Transfer. Within fifteen No later than twenty (1520) Business Days days after Landlord receives Tenant’s Transfer Consent Request and all of such information it information, Landlord shall notify Tenant whether it approves or disapproves such Transfer or if it elects to proceed under Section 14.7 - (Landlord's ’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 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 Building a proposed Transfer would violate any Encumbrance, (vi) any Lender objects 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 Building, at any time within the preceding nine monthsproposed Transfer, or (vivii) Landlord otherwise determines that the proposed Transfer would have the effect of decreasing the value of the Building Property or increasing the expenses associated with operating, maintaining and repairing the Property. In no event 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.

Reasonable Consent. (a) Prior 15.5.1. Landlord shall not unreasonably withhold, condition or delay its consent to any proposed Transfer, Tenant assignment of the Lease or a Major Sublease of the Premises or any portion thereof. Landlord shall submit not disapprove any proposed assignment of this Lease or Major Sublease for reasons that would not be reasonable grounds for a private Landlord to disapprove such transaction; provided that in writing no event shall any Transferee be an Excluded Contractor. Among the factors to be considered by Landlord in determining whether to consent may be: (i) the name proposed Transferee’s proof of authority, qualification to do business, and legal composition of the proposed assignee, subtenant, user or other transferee (each a "Proposed Transferee")status; (ii) the nature and quality of the hotel business proposed to be carried on in the PremisesPremises is in material compliance with the terms of this Lease; (iii) evidence reasonably satisfactory to Landlord submitted by Tenant or otherwise available to Landlord that the proposed Transferee or subtenant has a current balance sheetsatisfactory business reputation; (iv) Tenant reasonably establishes that the proposed assignee has (1) demonstrable prior successful experience in operating (either itself or a Person holding a controlling interest in the assignee either directly in having directly operated or indirectly in having previously retained a hotel management company to operate) hotels and restaurants of similar or better quality than the one required to be operated on the Premises by Tenant, income statements for (2) sufficient capability (either directly or indirectly by retaining an experienced Person (such as an employee or consultant or controlling Person) to manage properties of historic significance, and (3) sufficient financial wherewithal to perform its obligations under this Lease. 15.5.2. In the last two years event the proposed assignee is an entity which does not itself have either direct or indirect demonstrable successful prior experience in operating hotels of similar or better quality and such other reasonable financial thus also does not have a good general business reputation as a hotel owner or Operator as required by Section 15.5. 1 (iii) and other information concerning (iv), the Proposed Transferee as Landlord proposed assignee may request; satisfy Section 15.5.I(iii) and (iv) by reasonably establishing to Landlord’s satisfaction that: (a) it or an entity or Person owning a controlling interest in it has demonstrable successful prior experience in operating an active business (other than as a mere passive investor) or in actively developing real estate of value comparable to the Premises; (b) it has a very good general business reputation in the business in which it has been engaged; (c) it retains under a written operating agreement, a copy of which shall be provided to Landlord along with Tenant’s request for consent to assignment, a hotel management company which has demonstrable successful prior experience in operating hotels of generally comparable quality as the Hotel; and (d) such hotel management company meets the criteria set forth in Section 15.1. Landlord shall approve or disapprove any proposed assignment within twenty (20) days after request therefor from Tenant together with written presentation by Tenant of sufficiently detailed information pursuant to Section 15.5.1(i) through Section 15.5. 1 (iv) above. If Landlord shall disapprove of any such proposed assignment, sublease or other agreement governing the proposed Transfersuch disapproval shall include Landlord’s stated reasons for such disapproval in reasonable detail. Within fifteen (15) Business Days after Landlord receives all such information it shall notify Tenant whether it approves or disapproves such Transfer or if it elects to proceed under Section 14.7 - 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 If (i) the Proposed Transferee does not intend itself Landlord fails to occupy the entire portion of the Premises assigned approve or subletdisapprove any proposed assignment within such twenty (20) day period, (ii) Landlord reasonably disapproves Tenant thereafter makes a second request for Landlord’s approval 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, proposed assignment and (iii) the Proposed Transferee is a governmental agency Landlord fails to approve or unit or an existing tenant in the Project, (iv) disapprove the proposed Transfer assignment within ten (10) days after Tenant’s second request, then Tenant shall have the right to recover all reasonable additional costs and expenses incurred by Tenant (and to such other relief as may be available to Tenant at law or in equity) by reason of Landlord’s failure timely to respond or Landlord’s wrongful disapproval, and such rights shall arise immediately after the expiration of such ten (10) day period, without regard to any cure period that otherwise would violate be applicable pursuant to this Lease, including without limitation the cure period in Section 27.2.1. Notwithstanding the foregoing, in order for any "exclusive" rights assignment or other transfer to be effective for any purpose under this Lease, the proposed assignee must assume in writing the performance of all of the terms, covenants, and conditions on the part of Tenant to be performed hereunder from and after the date of such assignment or other transfer. In the event an assignment is approved by Landlord but not completed within one (1) year after said approval, any future assignment to the approved party shall again be subject to re-approval pursuant to this Section 15.5. Without limiting the other provisions to which Section 19.2 applies, any request for Landlord’s consent pursuant to this Section 15.5.2 shall comply with Section 19.2. 15.5.3. Nothing contained in this Section 15.5 shall be construed as prohibiting the granting by Tenant of a Leasehold Mortgage which is made subject to and otherwise in accordance with the terms, covenants and provisions of this Lease, or the foreclosure (or deed in lieu thereof) of any tenants in the Project, (v) Landlord or Landlord's agent has shown space in the 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 Building, at any time within the preceding nine months, or (vi) Landlord otherwise determines that the proposed Transfer would have the effect of decreasing the value of the Building or increasing the expenses associated with operating, maintaining and repairing the Property. In no event 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 Projectsuch Leasehold Mortgage.

Reasonable Consent. (a) Prior to any proposed Transfer, Tenant shall submit in writing to Landlord (i) the name and legal composition of the proposed assignee, subtenant, user or other transferee (each a "Proposed Transferee"); (ii) the nature of the business proposed to be carried on in the Premises; (iii) a current balance sheet, income statements for the last two years and such other reasonable financial and other information concerning the Proposed Transferee as Landlord may request; and (iv) a copy of the proposed assignment, sublease or other agreement governing the proposed Transfer. Within fifteen (15) Business Days after Landlord receives all such information it shall notify Tenant whether it approves or disapproves such Transfer or if it elects to proceed under Section 14.7 - 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 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 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 Building, at any time within the preceding nine months, or (vi) Landlord otherwise determines that the proposed Transfer would have the effect of decreasing the value of the Building or increasing the expenses associated with operating, maintaining and repairing the Property. In no event 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-non- sublease) of comparable space in the Project.

Reasonable Consent. (a) Prior to any proposed Transfer, Tenant shall submit in writing to Landlord (i) the name and legal composition of the proposed assignee, subtenant, user or other transferee (each a "Proposed Transferee"); (ii) the nature of the business proposed to be carried on in the Premises; (iii) a current balance sheet, income statements for the last two years and such other reasonable financial and other information concerning the Proposed Transferee as Landlord may request; and (iv) a copy of the proposed assignment, sublease or other agreement governing the proposed Transfer. Within fifteen (15) Business Days after Landlord receives all such information it shall notify Tenant whether it approves or disapproves such Transfer or if it elects to proceed under Section 14.7 - 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 in the ProjectProperty, (iv) the proposed Transfer would violate any "exclusive" rights use of any tenants in the Project, Premises by the Proposed Transferee is not included within the uses permitted by Tenant under this Lease; (v) Landlord Tenant is in default of any obligation of Tenant under this Lease beyond any applicable cure period, or Landlord's agent Tenant has shown space in defaulted under this Lease on three (3) or more occasions at any time during the Building to Lease Term; (vi) the Proposed Transferee intends to use, store or responded to any inquiries from generate Hazardous Materials which Landlord in its sole discretion determines may violate the Proposed Transferee or the Proposed Transferee's agent concerning availability terms of space in the Building, at any time within the preceding nine monthsSection 5.6 hereof, or (vi) Landlord otherwise determines that the proposed Transfer would have the effect of decreasing the value of the Building Property or increasing the expenses associated with operating, maintaining and repairing the Property. In no event 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.

Reasonable Consent. If Tenant intends to assign this Lease or sublet the Premises or any part thereof, Tenant shall give Landlord written notice of such intent (“Transfer Notice”). Tenant’s Transfer Notice shall be accompanied by a copy of the proposed assignment or sublease between Tenant and the proposed assignee or subtenant, together with current and three (3) years’ prior financial statements, if available, for the proposed assignee or subtenant, which financial statement shall be prepared in accordance with generally accepted accounting principles. Tenant shall provide Landlord with any additional information or documentation reasonably requested by Landlord within ten (10) business days after receiving Landlord’s request. Landlord shall then have a period of fifteen (15) business days following receipt of such additional information (or 15 business days after receipt of Tenant’s Transfer Notice if no additional information is requested) within which to notify Tenant in writing that Landlord elects either (a) Prior to any exercise its recapture rights in accordance with Section 13.2 in which event Tenant will be relieved of all further obligations hereunder as to such space as of the date specified in Landlord’s notice terminating the Lease with respect to the relevant space, (b) to permit Tenant to assign this Lease or sublet such space as described in the Transfer Notice, subject, however, to prior written consent to the proposed Transfer, Tenant shall submit in writing assignment or sublease or (c) deny Tenant’s request to assign this Lease or sublet such space. Among other factors upon which Landlord may base a withholding of consent are the following: (i) the name and legal composition use of the Premises by such proposed assignee, subtenant, user assignee or other transferee (each subtenant would not be a "Proposed Transferee")Permitted Use; (ii) the nature financial condition of the business proposed assignee or subtenant is such that, in Landlord’s reasonable determination, it would be unable to be carried on in perform its obligations under the Premisesproposed sublease or assignment; (iii) a current balance sheet, income statements for the last two years and such other reasonable financial and other information concerning the Proposed Transferee as Landlord may request; and (iv) a copy of the proposed assignment, sublease or other agreement governing the proposed Transfer. Within fifteen (15) Business Days after Landlord receives all such information it shall notify Tenant whether it approves or disapproves such Transfer or if it elects to proceed under Section 14.7 - 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 proposed to be conducted by the Proposed Transferee at the Premisessublet is irregular in shape and/or does not permit safe or otherwise appropriate means of ingress and egress, (iii) the Proposed Transferee is a governmental agency or unit does not comply with other Laws or an existing tenant in the Project, regulations; (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 ’s agents have negotiated with the Building proposed assignee or subtenant with regard to the Proposed Transferee or responded to any inquiries from the Proposed Transferee or the Proposed Transferee's agent concerning availability leasing of space in at the BuildingProperty, at any time within the preceding nine six (6) months, ; or (viv) any other reasonable basis that Landlord otherwise determines that the proposed Transfer would have the effect of decreasing the value of the Building or increasing the expenses associated with operating, maintaining and repairing the Property. In no event 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 Projectassert.

Reasonable Consent. (a) Prior to any proposed Transfer, Tenant shall submit in writing to Landlord (i) the name and legal composition of the proposed assignee, subtenant, user or other transferee (each a "Proposed Transferee"); (ii) the nature of the business proposed to be carried on in the Premises; (iii) a current balance sheet, sheet income statements for the last two years and such other reasonable financial and other information concerning the Proposed Transferee as Landlord may request; and (iv) a copy of the proposed assignment, sublease or other agreement governing the proposed Transfer. Within fifteen (15) Business Days calendar days after Landlord receives all such information it shall notify Tenant whether it approves or disapproves such Transfer or if it elects to proceed under Section 14.7 - Landlord's Right to SpaceTransfer. (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 majority 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 in the Project, (iv) the proposed Transfer would violate any "exclusive" rights of any tenants in the ProjectBuilding, (viv) Landlord or Landlord's agent has shown space in the 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 Building, at any time within the preceding nine months, and Landlord has reasonably comparable space available for lease in the Building at the proposed time of Transfer or (viv) Landlord otherwise determines that the proposed Transfer would have the effect of decreasing the value of Proposed Transferee is an existing tenant in the Building or increasing and Landlord has reasonably comparable space available for lease in the expenses associated with operating, maintaining and repairing the PropertyBuilding. In no event may If Tenant publicly offer offers or advertise advertises to the general public all or any portion of the Premises for assignment or sublease at such public offers may not state a rental less than that then sought by Landlord for a direct lease (non-sublease) of comparable space in the ProjectBuilding. The foregoing restriction does not prohibit Tenant from distributing marketing material to real estate brokers or potential subtenants which contain a stated rental that is less, than that sought by Landlord.

Reasonable Consent. Except as otherwise set forth in this Section 18, Landlord will not unreasonably withhold or delay its consent to an assignment or sublease by Tenant (a) Prior to any proposed Transfer, Tenant shall submit in writing to Landlord (i) the name and legal composition of the proposed assignee, subtenant, user or other transferee (each a "Proposed Transferee"); (ii) the nature of the business proposed to be carried on in the Premises; (iii) a current balance sheet, income statements for the last two years and such other reasonable financial and other information concerning the Proposed Transferee as Landlord may request; and (iv) a copy of the proposed assignment, sublease or other agreement governing the proposed Transfer. Within it will have at least fifteen (15) Business Days business days after delivery of the information required in Section 18.2), but Landlord receives all such information it shall notify Tenant whether it approves may withhold its consent arbitrarily and in its sole discretion to any hypothecation, assignment for security purposes or disapproves such other Transfer or if to any requested assignment or sublease before Tenant has occupied and begun to conduct business in substantially all of the Premises, has confirmed in writing the correct Rent Commencement Dates and that it elects to proceed under Section 14.7 - has accepted the Premises and Landlord's Right to Space. (b) ’s Work in all respects, and Tenant acknowledges and has paid its first full month’s rent for the Premises. Tenant agrees that, among other circumstances for which Landlord could reasonably withhold that Landlord’s withholding of consent to a proposed Transfersublease or assignment will be deemed reasonable if Tenant is in default or any of the other terms and conditions of this Article have not been complied with, it shall be reasonable for Landlord to withhold consent where or if any of the following conditions are not satisfied: (ia) the Proposed Transferee Transfer does not intend itself to occupy violate any terms of this Lease, the entire portion of subtenant or assignee will use the Premises assigned or sublet, only for the uses permitted in Section 1.1(i) and otherwise in accordance with this Lease and such use will not increase the risk of possible contamination by hazardous substances in Landlord’s reasonable judgment; (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, (iiib) the Proposed subtenant or assignee is as reputable and creditworthy as Tenant and has the independent financial ability to perform the obligations of Tenant under this Lease (if the Transferee is an assignee) or its obligations under its sublease (if the Transferee is a sublessee) without undue financial burden in Landlord’s reasonable judgment, and neither it nor its predecessors in interest is then subject to a bankruptcy or reorganization, or then has a receiver appointed to manage its affairs or in connection with any of its assets, or has been subject to material criminal judgments, sanctions, consent decrees or similar actions by the SEC or other governmental agency or unit or an existing tenant in the Project, quasi-governmental authorities; (ivc) the rent per square foot proposed Transfer would violate any "exclusive" rights of any tenants in to be payable by the Project, (v) Landlord or Landlord's agent has shown space in the 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 Building, is at any time within the preceding nine months, or (vi) Landlord otherwise determines that the proposed Transfer would have the effect of decreasing the value least 85% of the Building or increasing the expenses associated with operating, maintaining and repairing the Property. In no event may Tenant publicly offer or advertise all or any portion of the Premises for assignment or sublease at a rental less than that rent then sought currently charged by Landlord for a direct lease (non-sublease) of comparable space in the ProjectProject or under this Lease, whichever is greater; (d) if the Transfer is a sublease it must prohibit the Transferee and Tenant from exercising any right to extend, renew or lease additional space or exercising similar rights under this Lease; (e) Landlord’s Mortgagees consent (if their consent is required); and (f) there will be no more than one sublease of the Premises and such sublease will be for the entire Premises. These conditions are not exclusive and Landlord may consider other factors reasonably deemed to be relevant in determining if Landlord should grant or reasonably withhold its consent.

Reasonable Consent. (a) Prior to any proposed Transfer, Tenant shall submit in writing to Landlord Landlord, not less than thirty (30) days prior to the proposed effective date of the Transfer, (i) the name and legal composition of the proposed assignee, subtenant, user or other transferee (each a "“Proposed Transferee"”); (ii) the nature of the business proposed to be carried on in the Premises; (iii) a current balance sheet, income statements for the last two years (or, if the Proposed Transferee has been in business for less than two years, for such lesser period of time as the Proposed Transferee has been in business) and such other reasonable financial and other information concerning the Proposed Transferee as Landlord may request; and (iv) a copy of the proposed assignment, sublease or other agreement governing the proposed Transfer. Within fifteen (15) Business Days days after Landlord receives all such information it shall notify Tenant whether it approves or disapproves such Transfer or if it elects to proceed under Section 14.7 - Landlord's Right to Space14.7. (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 in the Projectagency, (iv) at the proposed Transfer time Tenant requests Landlord’s consent Tenant is in default under this Lease or has committed acts or omissions which with the passage of time or the giving of notice, or both, would violate any "exclusive" rights constitute an Event of any tenants in the ProjectDefault under this Lease, or (v) Landlord or Landlord's agent has shown space in the 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 Building, at any time within the preceding nine months, or (vi) Landlord otherwise determines that the proposed Transfer would have the effect of decreasing the value of the Building or increasing the expenses associated with operating, payable by Landlord for maintaining and repairing the Property. In no event may Tenant publicly offer or advertise all or any portion portions of the Premises for assignment or sublease Property Landlord maintains and repairs under this Lease at a rental less than that then sought by Landlord for a direct lease (non-sublease) of comparable space in the ProjectLandlord’s expense.

Reasonable Consent. (a) Prior to any proposed Transfer, Tenant shall submit in writing to Landlord (i) the name and legal composition of the proposed assignee, subtenant, user or other transferee (each a "Proposed Transferee"); (ii) the nature of the business proposed to be carried on in the Premises; (iii) a current balance sheet, income statements for the last two years and such other reasonable financial and other information concerning the Proposed Transferee as Landlord may request; and (iv) a copy of the proposed assignment, sublease or other agreement governing the proposed Transfer. Within fifteen (15) Business Days after Landlord receives all such information it shall notify Tenant whether it approves or disapproves such Transfer or if it elects to proceed under Section 14.7 - 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 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 Building 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 BuildingProject, at any time within the preceding nine months, or (vi) Landlord otherwise determines that the proposed Transfer would have the effect of decreasing the value of the Building Project or increasing the expenses associated with operating, maintaining and repairing the PropertyProject. In no event 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. 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.

Reasonable Consent. (a) Prior to any proposed Transfer, Tenant shall submit in writing to Landlord (i) the name and legal composition of the proposed assignee, subtenant, user or other transferee (each a "Proposed TransfereePROPOSED TRANSFEREE"); (ii) the nature of the business proposed to be carried on in the Premises; (iii) a current balance sheet, income statements for the last two years and such other reasonable financial and other information concerning the Proposed Transferee as Landlord may request; and (iv) a copy of the proposed assignment, sublease or other agreement governing the proposed Transfer. Within fifteen ten (1510) Business Days after Landlord receives all such information it shall notify Tenant whether it approves or disapproves such Transfer or if it elects to proceed under Section 14.7 - 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 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 made any written proposals to lease space in the Building to the Proposed Transferee or responded has received any written proposals to any inquiries lease space in the Building from the Proposed Transferee or the Proposed Transferee's agent concerning availability of space in the Buildingagent, at any time within the preceding nine six (6) months, or (vi) Landlord otherwise determines that the proposed Transfer would have the effect of decreasing the value of the Building or increasing the expenses associated with operating, maintaining and repairing the Property. In no event may Tenant publicly offer or advertise all or any portion of the Premises for assignment or sublease at a rental less than without clearly stating in such offer or advertisement that then sought by Landlord for all or such portion of the Premises is being offered as an assignment or sublease and not as a direct lease (non-sublease) of comparable space in by the Project.Landlord..

Reasonable Consent. (a) If Tenant complies with the following conditions, Landlord shall not unreasonably withhold its consent to the subletting of the Premises or any portion thereof or the assignment of this Lease. Prior to any proposed Transfer, Tenant shall submit in writing to Landlord (i) the name and legal composition of the proposed assignee, subtenant, user or other transferee (each a "Proposed TransfereeTRANSFEREE"); (ii) the nature of the business proposed to be carried on in the Premises; (iii) a current balance sheet, income statements for the last two years and such other reasonable financial and other information concerning the Proposed proposed Transferee as Landlord may request; and (iv) a copy of the proposed assignment, sublease or other agreement governing the proposed Transfer. Within fifteen (15) Business Days after Landlord receives all such information it shall notify Tenant whether it approves or disapproves such Transfer or if it elects to proceed under Section 14.7 - LANDLORD'S RIGHT TO SPACE; provided however, Landlord's Right failure to Space. so notify Tenant shall constitute Landlord's approval of such Transfer. Notwithstanding the foregoing, Landlord hereby pre-approves a Transfer to an Affiliate (bas defined below) of Xxxxxxx Sports, Inc., provided that 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) complies with the Proposed Transferee does not intend itself to occupy the entire portion requirements of the Premises assigned second sentence of this Section 14.2 (a); the Transfer will comply with the conditions set forth in Section 14.2(b) below; and such Transferee agrees in writing to assume all of Tenant's obligations under this Lease. For purposes of this Article 14, the term "AFFILIATE" means any person(s) or subletentity(ies) which now own(s), directly or indirectly, at least fifty percent (ii50%) Landlord reasonably disapproves voting control of the Proposed TransfereeTenant ("CURRENT OWNERS") and any entity in which the Tenant or Tenant's business operating ability Current Owners own, directly or historyindirectly, reputation or creditworthiness or the character of the business at least fifty percent (50%) voting control, unless Tenant establishes to be conducted by the Proposed Transferee at the Premises, (iii) the Proposed Transferee is a governmental agency or unit or 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 reasonable satisfaction that "CONTROL" is held by means other than ownership or voting, in which case "CONTROL" shall mean the Building power to direct the Proposed Transferee or responded to any inquiries from the Proposed Transferee or the Proposed Transferee's agent concerning availability management policies of space in the Buildingan entity, at any time within the preceding nine months, or (vi) Landlord otherwise determines that the proposed Transfer would have the effect of decreasing the value of the Building or increasing the expenses associated with operating, maintaining and repairing the Property. In no event 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 as so established by Landlord for a direct lease (non-sublease) of comparable space in the ProjectTenant.

Reasonable Consent. (a) If Tenant complies with the following conditions, Landlord shall not unreasonably withhold its consent to the subletting of the Premises or any portion thereof or the assignment of this Lease. Prior to any proposed Transfer, Tenant shall submit in writing to Landlord (i) the name and legal composition of the proposed assignee, subtenant, user or other transferee (each a "Proposed “Transferee"”); (ii) the nature of the business proposed to be carried on in the Premises; (iii) a current balance sheet, income statements for the last two years and such other reasonable financial and other publicly available information concerning the Proposed proposed Transferee as Landlord may reasonably request; and (iv) a copy of the proposed assignment, sublease or other agreement governing the proposed Transfer. Within fifteen ten (1510) Business Days days after Landlord receives all such information it shall notify Tenant whether it approves or disapproves such Transfer or if it elects to proceed under Section 14.7 - Landlord's Right to SpaceTransfer. (b) Tenant acknowledges The parties hereto agree and agrees acknowledge 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 proposed Transferee does not intend intent 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, or (iii) the Proposed Transferee is a governmental agency or unit or an existing tenant in the Project, project (iv) the proposed Transfer would violate any "exclusive" rights of any tenants unless such existing tenant’s space needs cannot be accommodated in the Project, (v) Landlord or Landlord's agent has shown space in the Building which case Tenant may sublease to such existing tenant, subject to the Proposed Transferee other terms and conditions of this Lease). Landlord and Tenant agree that Tenant may utilize the services or responded brokers to any inquiries from the Proposed Transferee sublease or the Proposed Transferee's agent concerning availability of space in the Building, at any time within the preceding nine months, or (vi) Landlord otherwise determines that the proposed Transfer would have the effect of decreasing the value of the Building or increasing the expenses associated with operating, maintaining and repairing the Property. In no event 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 Projectassign under this Lease.

Reasonable Consent. (a) Prior to any proposed Transfer, Tenant shall submit in writing to Landlord Landlord: (i) the name and legal composition of the proposed assignee, subtenant, user or other transferee (each a "“Proposed Transferee"”); (ii) the nature of the business proposed to be carried on in the Premises; (iii) a current balance sheet, income statements for the last two years and such other reasonable financial and other information concerning the Proposed Transferee as Landlord may reasonably request; and (iv) a copy of the proposed assignment, sublease or other agreement governing the proposed Transfer. Within fifteen (15) Business Days business days after Landlord receives all such information it shall notify Tenant whether it approves or disapproves such Transfer or if it elects to proceed under Section 14.7 - Landlord's Right to Space14.7. (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 in the Project, (iviii) the proposed Transfer would violate any "“exclusive" ” rights of any tenants in the Project, (viv) Landlord or Landlord's ’s agent has shown space in the Building Project 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 BuildingProject, at any time within the preceding nine six (6) months, or (viv) Landlord otherwise determines that the proposed Transfer would have the effect of decreasing the value of the Building Project or increasing the expenses associated with operating, maintaining and repairing the Property. In no event 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.

Reasonable Consent. Except as otherwise set forth in this Section 18, Landlord will not unreasonably withhold or delay its consent to an assignment or sublease by Tenant (a) Prior to any proposed Transfer, Tenant shall submit in writing to Landlord (i) the name and legal composition of the proposed assignee, subtenant, user or other transferee (each a "Proposed Transferee"); (ii) the nature of the business proposed to be carried on in the Premises; (iii) a current balance sheet, income statements for the last two years and such other reasonable financial and other information concerning the Proposed Transferee as Landlord may request; and (iv) a copy of the proposed assignment, sublease or other agreement governing the proposed Transfer. Within it will have at least fifteen (15) Business Days business days after delivery of the information required in Section 18.2), but Landlord receives all such information it shall notify Tenant whether it approves may withhold its consent arbitrarily and in its sole discretion to any hypothecation, assignment for security purposes or disapproves such other Transfer or if to any requested assignment or sublease before Tenant has occupied and begun to conduct business in substantially all of the Premises, has confirmed in writing the correct Rent Commencement Dates and that it elects to proceed under Section 14.7 - has accepted the Premises and Landlord's Right to Space. (b) ’s Work in all respects, and Tenant acknowledges and has paid its first full month’s rent for the Premises. Tenant agrees that, among other circumstances for which Landlord could reasonably withhold that Landlord’s withholding of consent to a proposed Transfersublease or assignment will be deemed reasonable if Tenant is in default or any of the other terms and conditions of this Article have not been complied with, it shall be reasonable for Landlord to withhold consent where or if any of the following conditions are not satisfied: (ia) the Proposed Transferee Transfer does not intend itself to occupy violate any terms of this Lease, the entire portion subtenant or assignee will use the Premises only for the uses permitted in Section 1.1(i) and otherwise in accordance with this Lease and such use will not increase the risk of possible contamination by hazardous substances in Landlord’s reasonable judgment, and the business and reputation of the Premises assigned subtenant or sublet, (ii) Landlord reasonably disapproves assignee are consistent with the other tenancies and standards 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, Project in Landlord’s reasonable judgment; (iiib) the Proposed subtenant or assignee is as reputable and creditworthy as Tenant and has the independent financial ability to perform the obligations of Tenant under this Lease (if the Transferee is an assignee) or its obligations under its sublease (if the Transferee is a sublessee) without undue financial burden in Landlord’s reasonable judgment, and neither it nor its predecessors in interest is then subject to a bankruptcy or reorganization, or then has a receiver appointed to manage its affairs or in connection with any of its assets, or has been subject to material criminal judgments, sanctions, consent decrees or similar actions by the SEC or other governmental agency or unit or an existing tenant in the Project, quasi-governmental authorities; (ivc) the rent per square foot proposed Transfer would violate any "exclusive" rights of any tenants in to be payable by the Project, (v) Landlord or Landlord's agent has shown space in the 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 Building, is at any time within the preceding nine months, or (vi) Landlord otherwise determines that the proposed Transfer would have the effect of decreasing the value least 85% of the Building or increasing the expenses associated with operating, maintaining and repairing the Property. In no event may Tenant publicly offer or advertise all or any portion of the Premises for assignment or sublease at a rental less than that rent then sought currently charged by Landlord for a direct lease (non-sublease) of comparable space in the ProjectProject or under this Lease, whichever is greater; (d) if the Transfer is a sublease it must prohibit the Transferee and Tenant from exercising any right to extend, renew or lease additional space or exercising similar rights under this Lease; (e) Landlord’s Mortgagees consent (if their consent is required); and (f) there will be no more than an aggregate of three (3) subleases of the Premises. These conditions are not exclusive and Landlord may consider other factors reasonably deemed to be relevant in determining if Landlord should grant or reasonably withhold its consent.

Reasonable Consent. (a) Prior to any proposed Transfer, Tenant shall submit in writing to If Landlord (i) the name and legal composition does not elect either of the proposed assignee, subtenant, user or other transferee (each a "Proposed Transferee"); (ii) the nature of the business proposed to be carried on options provided in the Premises; (iii) a current balance sheetRecapture section of this article, income statements for the last two years and such other reasonable financial and other information concerning the Proposed Transferee as Landlord may request; and (iv) a copy of the proposed assignment, sublease shall not unreasonably withhold or other agreement governing the proposed Transfer. Within fifteen (15) Business Days after Landlord receives all such information it shall notify Tenant whether it approves or disapproves such Transfer or if it elects to proceed under Section 14.7 - Landlord's Right to Space. (b) Tenant acknowledges and agrees that, among other circumstances for which Landlord could reasonably withhold delay its consent to a proposed Transfer, it shall be reasonable for transfer. Landlord may reasonably withhold its consent (in writing) to withhold consent where (i) the Proposed Transferee does not intend itself to occupy the entire portion any proposed transfer unless all of the Premises assigned following conditions have been established to Landlord’s reasonable satisfaction: 6.4.1 The proposed transferee has sufficient financial wherewithal to discharge its obligations under this Lease. 6.4.2 The proposed transfer shall not, in Landlord’s reasonable judgment, cause physical harm to the Building Project or sublet, (ii) Landlord reasonably disapproves harm to the reputation of the Proposed Transferee's business operating Building Project that would result in an impairment of Landlord’s 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 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 lease space in the Building to Project or a diminution in the Proposed Transferee or responded to any inquiries from the Proposed Transferee or the Proposed Transferee's agent concerning availability rental value of space in the Building, at any time within Building Project. 6.4.3 The proposed use of the preceding nine months, or (vi) Landlord otherwise determines that Premises by the proposed Transfer would have transferee will be a use permitted under this Lease and not prohibited by the effect Rules and Regulations, and will not violate any restrictive covenants or exclusive use provisions applicable to Landlord. 6.4.4 The proposed use of decreasing the value Premises by the proposed transferee will not require alterations or additions to the Premises or the Building Project to comply with applicable law or governmental requirements (for which Tenant or transferee has not agreed to reimburse Landlord) and will not negatively affect insurance requirements or involve the introduction of materials to the Premises that are not in compliance with the Environmental Laws. 6.4.5 Any mortgagee of the Building or increasing Project will consent to the expenses associated with operating, maintaining and repairing proposed transfer if such consent is required under the Property. In no event may Tenant publicly offer or advertise all or any portion relevant loan documents. 6.4.6 The proposed use of the Premises will not materially increase the operating costs for assignment the Building Project or sublease at a rental less than that then sought by Landlord for a direct lease (non-sublease) of comparable space the burden on the Building Project services, or security concerns in the Building Project. 6.4.7 The proposed transferee shall not be, and shall not be affiliated with, anyone with whom Landlord or any of its affiliates has been involved with in litigation. 6.4.8 There shall be no default by Tenant, beyond any applicable grace period, under any of the terms, covenants, and conditions of this Lease at the time that Landlord’s consent to a transfer is requested and on the date of the commencement of the term of the proposed transfer. 6.4.9 If the transfer is an assignment, the proposed assignee will assume in writing all of the obligations of Tenant under this Lease. If Landlord withholds its consent to a transfer, it shall specify the reasons for such withholding. Tenant shall have the right to remedy any deficiency and resubmit the request for transfer in accordance with the terms of this article.

Reasonable Consent. (a) Prior to any proposed Transfer, Tenant shall submit in writing to Landlord Landlord, not less than thirty (30) days prior to the proposed effective date of the Transfer, (i) the name and legal composition of the proposed assignee, subtenant, user or other transferee (each a "“Proposed Transferee"”); (ii) the nature of the business proposed to be carried on in the Premises; (iii) a current balance sheet, income statements for the last two years and such other reasonable financial and other information concerning the Proposed Transferee as Landlord may request; and (iv) a copy of the proposed assignment, sublease or other agreement governing the proposed TransferTransfer (“Transfer Documents”). Within fifteen (15) Business Days calendar days after Landlord receives all such information it shall notify Tenant whether it approves or disapproves such Transfer or if it elects to proceed under Section 14.7 - Landlord's Right to SpaceTransfer. (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, (iiiii) the Proposed Transferee is a governmental agency or unit or an existing tenant in the Project (and Landlord then has comparable space available on the comparable terms for lease in the Project) or, for so long as Landlord or any affiliate of Landlord owns the Stevens Creek Property, the Stevens Creek Property, (iviii) the proposed Transfer would violate any "“exclusive" ” rights of any tenants in the Project, (viv) Landlord or Landlord's ’s agent has shown space in the 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 Building, at any time within the preceding nine monthsmonths and Landlord then has comparable space available for lease by such tenant on comparable terms in the Project or, for so long as Landlord or any affiliate of Landlord owns the Stevens Creek Property, the Stevens Creek Property, or (viv) Landlord otherwise determines that at the proposed Transfer time Tenant requests Landlord’s consent an Event of Default has occurred and is continuing or Tenant has committed acts or omissions which with the passage of time or the giving of notice, or both, would have constitute an a monetary or material Event of Default under this Lease. Tenant shall not place any signs in or about the effect of decreasing the value of the Premises or Building or increasing the expenses associated with operating, maintaining and repairing the Property. In no event may Tenant publicly offer or advertise all or any portion of to market 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 Projectwithout Landlord’s prior written approval, not to be unreasonably withheld.

Reasonable Consent. (a) Prior If Tenant complies with the following conditions, Landlord shall not unreasonably withhold its consent to the subletting of the Premises or any proposed Transfer, portion thereof or the assignment of this Lease. Tenant shall submit in writing to Landlord (i) the name and legal composition of the proposed subtenant or assignee, subtenant, user or other transferee (each a "Proposed Transferee"); (ii) the nature of the business proposed to be carried on in the Premises; (iii) a current balance sheet, income statements for the last two years terms and provisions of the proposed sublease; (iv) such other reasonable financial and other information concerning the Proposed Transferee as Landlord may requestrequest concerning the proposed subtenant or assignee; and (ivv) a copy the form of the proposed assignment, sublease or other agreement governing the proposed Transferassignment. Within fifteen ten (1510) Business Days business days after Landlord receives all such information it shall notify Tenant whether it approves such assignment or disapproves such Transfer subletting or if it elects to proceed under Section 14.7 - Landlord's Right to SpaceParagraph 15.8 below. (b) Tenant acknowledges The parties hereto agree and agrees acknowledge that, among other circumstances for which Landlord could reasonably withhold its consent to a proposed Transfersublease or assignment, it shall be reasonable for Landlord to withhold its consent where (i) the Proposed Transferee assignee or subtenant (a “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, ’s reputation or creditworthiness or the character of the business to be conducted by the Proposed Transferee at the Premises, (iii) the Proposed Transferee is Transferee’s business entails the operation of a governmental agency or unit or an existing tenant in the Projectcall center, (iv) the proposed Transfer would violate Transferee is an existing tenant of the Building or any "exclusive" rights of any tenants the other buildings in the ProjectXxxxxx Ranch (“Xxxxxx Ranch”), (v) Landlord the assignment or Landlord's agent has shown space in subletting would increase the burden on the Building to the Proposed Transferee or responded to any inquiries from the Proposed Transferee services or the Proposed Transferee's agent concerning availability number of people occupying the Premises, (vi) the rental and other consideration payable by the Transferee is less than that currently being paid by tenants under new leases of comparable space in the Building, at any time within the preceding nine months, or (vivii) Landlord otherwise determines that the proposed Transfer assignment or sublease would have the effect of decreasing the value of the Building Project or increasing the expenses associated with operating, maintaining and repairing operating the PropertyProject. In no event may Tenant publicly advertise or 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.

Reasonable Consent. (a) Prior to any proposed Transfer, Tenant shall submit in writing to Landlord (i) the name and legal composition of the proposed assignee, subtenant, user or other transferee (each a "Proposed Transferee"); (ii) the nature of the business proposed to be carried on in the Premises; (iii) a current balance sheet, income statements for the last two years and such other reasonable financial and other information concerning the Proposed Transferee as Landlord may request; and (iv) a copy of the proposed assignment, sublease or other agreement governing the proposed Transfer. Within fifteen ten (1510) Business Days after Landlord receives all such information it shall notify Tenant whether it approves or disapproves such Transfer or if it elects to proceed under Section 14.7 - 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 in the Project, unless, in the case of an existing tenant, Landlord does not have contiguous space in the Project available to lease to the existing tenant containing the same or more square feet than the existing tenant identifies in writing that the existing tenant requires, (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 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 Building, at any time within the preceding nine months, or (vi) Landlord otherwise determines that the proposed Transfer would have the effect of decreasing the value of the Building or increasing the expenses associated with operating, maintaining and repairing the Property. In no event 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.

Reasonable Consent. Landlord may not unreasonably withhold its consent to any proposed Transfer that complies with this Article 17. Reasonable grounds for denying consent include any of the following: (a) Prior to any Transferee's character, reputation, credit history, business, or proposed Transferuse is not consistent with Landlord’s usual standards for prospective tenants, Tenant shall submit in writing to Landlord (i) or with the name and legal composition character or quality of the proposed assignee, subtenant, user or other transferee (each a "Proposed Transferee"); (ii) the nature of the business proposed to be carried on in the Premises; (iii) a current balance sheet, income statements for the last two years and such other reasonable financial and other information concerning the Proposed Transferee as Landlord may request; and (iv) a copy of the proposed assignment, sublease or other agreement governing the proposed Transfer. Within fifteen (15) Business Days after Landlord receives all such information it shall notify Tenant whether it approves or disapproves such Transfer or if it elects to proceed under Section 14.7 - Landlord's Right to Space.Project; (b) Tenant acknowledges Intentionally deleted. (c) Transferee is either a government agency or an instrumentality of one; (d) Transferee's intended use of the Premises is inconsistent with the Permitted Use or will materially and agrees that, among other circumstances for adversely affect Landlord's interest; (e) Transferee's financial condition is or may be inadequate to support the Lease obligations of Transferee under the Transfer documents; (f) The Transfer would cause Landlord to violate another lease or agreement to which Landlord could reasonably withhold consent is a party or would give a Project tenant the right to a proposed Transfercancel its lease; (g) Transferee occupies space in the Project and such space is not contiguous to the Premises, it shall be reasonable for is negotiating with Landlord to withhold consent where lease space in the Project, or has negotiated with Landlord during the six (i6) months immediately preceding the Proposed Transfer Notice; (h) Transferee is an assignee that does not intend itself to occupy the entire Premises and conduct business there for a substantial portion of the Premises assigned or sublet, (ii) Landlord reasonably disapproves term of the Proposed Transferee's business operating ability or historyTransfer; (i) The rent charged by Tenant to Transferee during the term of that Transfer, reputation or creditworthiness or the character is less than Rent then being paid by Tenant and using a present-value analysis, is less than ninety percent (90%) 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 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 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 Building, at any time within the preceding nine months, or (vi) Landlord otherwise determines that the proposed Transfer would have the effect of decreasing the value of the Building or increasing the expenses associated with operating, maintaining and repairing the Property. In no event may Tenant publicly offer or advertise all or any portion of the Premises for assignment or sublease at a rental less than that rent then sought being quoted by Landlord for a direct lease (non-sublease) of comparable space in the ProjectProject for a comparable term (Quoted Rent), using a present-value analysis; or (j) The transfer would cause or be likely to cause Landlord to: (1) incur fees, costs, taxes, assessments or other detriment exceeding Five Thousand and no/00 Dollars ($5,000.00), exclusive of administrative fees and other costs in connection with processing the Transfer Notice and Transfer Fees, that could otherwise be avoided; or (2) be required to incur any maintenance or repair expense exceeding Five Thousand and no/00 Dollars ($5,000.00) that could otherwise be avoided or deferred.

Reasonable Consent. (a) Prior If Tenant complies with the following conditions, Landlord shall not unreasonably withhold its consent to the subletting of the Premises or any proposed Transfer, portion thereof or the assignment of this Lease. Tenant shall submit in writing to Landlord (i) the name and legal composition of the proposed subtenant or assignee, subtenant, user or other transferee (each a "Proposed Transferee"); (ii) the nature of the business proposed to be carried on in the Premises; (iii) a current balance sheet, income statements for the last two years terms and provisions of the proposed sublease; (iv) such other reasonable financial and other information concerning the Proposed Transferee as Landlord may requestrequest concerning the proposed subtenant or assignee; and (ivv) a copy the form of the proposed assignment, sublease or other agreement governing the proposed Transferassignment. Within fifteen three (153) Business Days business days after Landlord receives all such information it shall notify Tenant whether it approves such assignment or disapproves such Transfer subletting or if If it elects to proceed under Section 14.7 - Landlord's Right to Space15.8 below. (b) Tenant acknowledges The parties hereto agree and agrees acknowledge that, among other circumstances for which Landlord could reasonably withhold its consent to a proposed Transfersublease or assignment, it shall be reasonable for Landlord to withhold its consent where (i) the Proposed Transferee assignee or subtenant (a "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 assignment or unit or an existing tenant in subletting would increase 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 burden on the Building to the Proposed Transferee or responded to any inquiries from the Proposed Transferee services or the Proposed Transferee's agent concerning availability number of space in people occupying the Building, at any time within the preceding nine monthsPremises, or (viiv) Landlord otherwise determines that the proposed Transfer assignment or sublease would have the effect of decreasing the value of the Building or increasing the expenses associated with operating, maintaining and repairing operating the PropertyProperty without reimbursement of the excess costs by Tenant. In no event 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 ProjectProperty.

Reasonable Consent. (a) Prior With respect to any proposed TransferAlterations, Tenant other than Non-Consent Alterations as described in Section 8.6 below, Landlord agrees not to unreasonably withhold, delay or condition its consent to such Alterations; provided, however, that Landlord shall submit in writing not be deemed to Landlord (i) the name and legal composition of the proposed assignee, subtenant, user or other transferee (each a "Proposed Transferee"); (ii) the nature of the business proposed to be carried on in the Premises; (iii) a current balance sheet, income statements for the last two years and such other reasonable financial and other information concerning the Proposed Transferee as Landlord may request; and (iv) a copy of the proposed assignment, sublease or other agreement governing the proposed Transfer. Within fifteen (15) Business Days after Landlord receives all such information it shall notify Tenant whether it approves or disapproves such Transfer or have acted unreasonably if it elects to proceed under Section 14.7 - withholds its consent because, in Landlord's Right to Space. (b) Tenant acknowledges and agrees that’s reasonable opinion, among other circumstances for which Landlord could reasonably withhold consent to a proposed Transfersuch work would adversely affect Building systems, 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 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 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 Building, at any time within the preceding nine months, or (vi) Landlord otherwise determines that the proposed Transfer would have the effect of decreasing the value structure of the Building or increasing the expenses associated safety of its occupants; would increase Landlord’s cost of repairs, insurance or furnishing services or otherwise adversely affect Landlord’s ability to efficiently operate the Building or furnish services to Tenant or other tenants; involves toxic or hazardous materials in any unlawful manner; or requires entry into another tenant’s premises or use of public areas (other than use of public areas for prompt movement of materials to the Demised Premises), or otherwise adversely affects another tenant’s premises or the Common Areas. The foregoing reasons, however, shall not be exclusive of the reasons for which Landlord may withhold consent, whether or not such other reasons are similar or dissimilar to the foregoing. Landlord shall give its approval or disapproval (giving reasonably detailed reasons in case of disapproval) of the plans and specifications or other submissions for any Alterations (other than those constituting Tenant’s Work, which shall instead be governed by Article 25) within ten (10) business days after their delivery to Landlord with operatingTenant’s express written request for Landlord’s approval thereof (and, maintaining as to any subsequent revised plans and repairing the Propertyspecifications or other submissions submitted by Tenant to Landlord, within five (5) business days after their delivery to Landlord with Tenant’s express request for Landlord’s approval thereof). In no the event may Tenant publicly offer Landlord fails to give its approval or advertise all disapproval of such plans and specifications or any portion other submissions within said 10-business day (or 5-business day, as applicable) period, then, to the extent Tenant’s request for approval expressly stated thereon that failure to respond within such 10-business day (or 5-business day, as applicable) period shall be deemed Landlord’s approval of such plans and specifications or other submissions, the Premises plans and specifications or other submissions for assignment or sublease at a rental less than that then sought such Alterations so submitted shall be approved by Landlord for a direct lease (non-sublease) of comparable space in the ProjectLandlord.

Reasonable Consent. (a) Prior At least twenty (20) Business Days prior to any proposed Transfer, Tenant shall submit in writing to Landlord Landlord; (i) the name and legal composition of the proposed assignee, subtenant, user or other transferee (each a "Proposed Transferee"); , (ii) the nature of the business proposed to be carried on in the Premises; (iii) a current balance sheet, and income and cash flow statements for the last two years and such other reasonable financial and other information concerning the Proposed Transferee as Landlord may request; and (iv) a copy of the proposed assignment, sublease or other agreement governing the proposed Transfer. Within fifteen twenty (1520) Business Days after Landlord receives all of such information it information, Landlord shall notify Tenant whether it approves or disapproves such Transfer or if it elects to proceed under Section 14.7 - (Landlord's ’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, (iiiii) the Proposed Transferee is a governmental agency or unit or an existing tenant or an affiliate of an existing tenant in the ProjectBuilding, (iviii) the proposed Transfer would violate any "“exclusive" ” rights of any tenants in the ProjectBuilding, (viv) Landlord or Landlord's ’s agent has shown comparable space in the Building to the Proposed Transferee or responded in writing to any inquiries from the Proposed Transferee or the Proposed Transferee's ’s agent concerning availability of space in the Building, at any time within the preceding nine five (5) months, (v) a proposed Transfer would violate any Encumbrance, (vi) any Mortgagee objects to the proposed Transfer, or (vivii) Landlord otherwise determines that the proposed Transfer would have the effect of decreasing the value of the Building Property or increasing the expenses associated with operating, maintaining and repairing the Property. In no event 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.

Reasonable Consent. (a) If Tenant complies with the following conditions, Landlord shall not unreasonably withhold its consent to the subletting of the Premises or any portion thereof or the assignment of this Lease. Prior to any proposed Transfer, Tenant shall submit in writing to Landlord (i) the name and legal composition of the proposed assignee, subtenant, user or other transferee (each a "Proposed “Transferee"”); (ii) the nature of the business proposed to be carried on in the Premises; (iii) a current balance sheet, income statements for the last two years and such other reasonable financial and anti other information concerning the Proposed proposed Transferee as Landlord may request; and (iv) a copy of the proposed assignment, sublease or other agreement governing the proposed Transfer. Within fifteen (15) Business Days after Landlord receives all such information it shall notify Tenant whether it approves or disapproves such Transfer or if it elects to proceed under Section 14.7 - Landlord's ’s Right to Space. (b) Tenant acknowledges The parties hereto agree and agrees acknowledge 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 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 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 Building to rental anti other consideration payable by the Proposed Transferee or responded to any inquiries from the Proposed Transferee or the Proposed Transferee's agent concerning availability is less than that currently being paid by tenants under new leases of comparable space in the Building, at any time within the preceding nine months, or (vi) Landlord otherwise determines that the proposed Transfer would have the effect of decreasing the value of the Building or increasing the expenses associated with operating, maintaining and repairing the Property. In no event 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.

Reasonable Consent. (a) Prior Landlord agrees not to unreasonably withhold, condition or delay its consent to any proposed Transferalterations; provided, Tenant however, that Landlord shall submit in writing not be deemed to Landlord (i) the name and legal composition of the proposed assignee, subtenant, user or other transferee (each a "Proposed Transferee"); (ii) the nature of the business proposed to be carried on in the Premises; (iii) a current balance sheet, income statements for the last two years and such other reasonable financial and other information concerning the Proposed Transferee as Landlord may request; and (iv) a copy of the proposed assignment, sublease or other agreement governing the proposed Transfer. Within fifteen (15) Business Days after Landlord receives all such information it shall notify Tenant whether it approves or disapproves such Transfer or have acted unreasonably if it elects to proceed under Section 14.7 - withholds its consent because, in Landlord's Right to Space. (b) Tenant acknowledges and agrees that’s reasonable opinion, among such work: would adversely affect, other circumstances for which Landlord could reasonably withhold consent than to a proposed Transferde minimis extent, 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 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 Building to Systems or Common Areas, the Proposed Transferee or responded to any inquiries from the Proposed Transferee or the Proposed Transferee's agent concerning availability of space in the Building, at any time within the preceding nine months, or (vi) Landlord otherwise determines that the proposed Transfer would have the effect of decreasing the value structure of the Building or increasing the expenses associated safety of its occupants, including, without limitation, exterior walls, windows, roof or other “core and shell” (as defined in Section 15.E. below) components of the Building; would increase Landlord’s cost of repairs, insurance or furnishing services (other than di minimis increases in such costs for which Tenant agrees to pay) or otherwise adversely affect Landlord’s ability to efficiently operate the Building or furnish services to Tenant or other tenants; involves toxic or hazardous materials in any unlawful manner; or requires entry into another tenant’s premises or use of public areas (other than use of public areas for movement of materials to the Premises); or would involve the use of paint or other materials which is reasonably likely to result in material odors penetrating other tenant premises or Common Areas at the Building. The foregoing reasons, however, shall not be exclusive of the reasons for which Landlord may reasonably withhold consent, whether or not such other reasons are similar or dissimilar to the foregoing. Landlord shall give its approval or disapproval (giving reasonably detailed reasons in writing in case of disapproval) of the plans and specifications or other submissions for any Tenant alterations (other than those constituting Tenant's Work, which shall instead be governed by the Workletter) within ten (10) business days after their delivery to Landlord with operatingTenant's express written request for Landlord's approval thereof (and, maintaining as to any subsequent revised plans and repairing the Propertyspecifications or other submissions submitted by Tenant to Landlord, within five (5) business days after their delivery to Landlord with Tenant's express request for Landlord's approval thereof). In no the event may Landlord fails to give its approval or disapproval of such plans and specifications or other submissions within said 10-business day (or 5-business day, as applicable) period, then Tenant publicly offer or advertise all or any portion of shall have the Premises right to give Landlord a second written notice requesting Landlord's approval, which notice shall (in addition to again requesting such approval and containing the items for assignment or sublease at which approval is being requested) contain a rental less than that then sought by Landlord for a direct lease sentence, in bold capitalized letters, stating "LANDLORD'S FAILURE TO RESPOND TO THIS NOTICE WITHIN FIVE (non-sublease5) of comparable space BUSINESS DAYS AFTER LANDLORD'S RECEIPT HEREOF SHALL CONSTITUTE LANDLORD'S APPROVAL OF THE ENCLOSED PLANS AND SPECIFICATIONS OR OTHER SUBMISSIONS FOR WHICH TENANT IS REQUESTING SUCH APPROVAL UNDER THIS NOTICE", and, in the Projectevent that Landlord fails to respond to such second notice within five (5) business days after Landlord's receipt thereof, then, Landlord shall be deemed to have approved such plans and specifications or other submissions for such Tenant alterations so submitted for Landlord's approval.

Reasonable Consent. (a) Prior to any proposed Transfer, Tenant shall submit in writing to Landlord (i) the name and legal composition of the proposed assignee, subtenant, user or other transferee (each a "“Proposed Transferee"”); (ii) the nature of the business proposed to be carried on in the Premises; (iii) a current balance sheet, income statements for the last two years and such other reasonable financial and other information concerning the Proposed Transferee as Landlord may request; and (iv) a copy of the proposed assignment, sublease or other agreement governing the proposed Transfer. Within fifteen (15) Business Days business days after Landlord receives all such information it shall notify Tenant whether it approves or disapproves such Transfer Transfer, or if it elects to proceed under Section 14.7 - 14.7—Landlord's ’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 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 Building Project 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 BuildingProject, at any time within the preceding nine months, or (vi) Landlord otherwise determines that the proposed Transfer would have the effect of decreasing the value of the Building Project or increasing the expenses associated with operating, maintaining and repairing the Property. In no event 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.

Reasonable Consent. (a) Prior to any proposed Transfer, Tenant shall submit in writing to Landlord (i) the name and legal composition of the proposed assignee, subtenant, user or other transferee (each a "Proposed Transferee"); (ii) the nature of the business proposed to be carried on in the Premises; (iii) a current balance sheet, income statements for the last two years and or such other reasonable financial and other information concerning the Proposed Transferee as Landlord may request; and (iv) a copy of the proposed assignment, sublease or other agreement governing the proposed Transfer. Within fifteen (15) Business Days after Landlord receives all such information it shall notify Tenant whether it approves or disapproves such Transfer or if it elects to proceed under Section 14.7 - 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 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 Building to is actively negotiating with the Proposed Transferee or responded to any inquiries from over space other than the Proposed Transferee or the Proposed Transferee's agent concerning availability of space in the Building, at any time within the preceding nine monthsPremises that is currently available and vacant, or (viv) Landlord otherwise determines that the proposed Transfer would have the effect of decreasing the value of the Building or increasing the expenses associated with operating, maintaining and repairing the Property. In no event 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.

Reasonable Consent. (a) Prior to any proposed Transfer, Tenant shall submit in writing to Landlord Landlord: (i) the name and legal composition of the proposed assignee, subtenant, user or other transferee (each a "“Proposed Transferee"”); (ii) the nature of the business proposed to be carried on in the Premises; (iii) a current balance sheet, income statements for the last two years and and/or such other reasonable financial and other information concerning the Proposed Transferee as Landlord may requestrequest (provided, however, that if the Proposed Transferee is a publicly traded company, such financial information shall not be required to be delivered to Landlord provided that the Proposed Transferee’s financial information is publicly available); and (iv) a copy of the proposed assignment, sublease or other agreement governing the proposed Transfer. Within fifteen (15) Business Days business days after Landlord receives all such information it shall notify Tenant whether it approves or disapproves such Transfer or if it elects to proceed under Section 14.7 - 14.7. Landlord agrees that such approval shall not be unreasonably withheld or conditioned. Landlord shall not disclose any confidential information concerning the financial condition of any Proposed Transferee to any person, firm or entity other than Landlord's Right ’s directors, auditors, accountants, financial advisors, attorneys, bona fide investors and bona fide prospective investors (collectively, “Landlord’s Advisors”); provided that any such disclosure to Spaceany Landlord’s Advisors shall be made on a confidential and need-to-know basis. (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, (iiiii) the Proposed Transferee is a governmental agency or unit or an existing tenant in the Project, (iviii) 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 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 Building, at any time within the preceding nine months, or (viiv) Landlord otherwise determines determines, in it reasonable discretion, that the proposed Transfer would have the effect of decreasing the value of the Building Project or increasing the expenses associated with operating, maintaining and repairing the Property. In no event 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.

Reasonable Consent. (a) Prior to any proposed Transfer, Tenant shall submit in writing to If Landlord’s consent is required for a transfer and Landlord (i) the name and legal composition does not elect either of the proposed assignee, subtenant, user or other transferee (each a "Proposed Transferee"); (ii) the nature of the business proposed to be carried on options provided in the Premises; (iii) a current balance sheetRecapture section of this article, income statements for the last two years and such other reasonable financial and other information concerning the Proposed Transferee as Landlord may request; and (iv) a copy of the proposed assignmentshall not unreasonably withhold, sublease condition or other agreement governing the proposed Transfer. Within fifteen (15) Business Days after Landlord receives all such information it shall notify Tenant whether it approves or disapproves such Transfer or if it elects to proceed under Section 14.7 - Landlord's Right to Space. (b) Tenant acknowledges and agrees that, among other circumstances for which Landlord could reasonably withhold delay its consent to a such proposed Transfer, it transfer. It shall be deemed reasonable for Landlord to withhold consent where (i) to any proposed transfer if any of the Proposed Transferee does following conditions have not intend itself been established to occupy Landlord’s reasonable satisfaction: 6.4.1 If the entire portion transfer is an assignment or a sublease of substantially all of the Premises, the proposed transferee shall have sufficient financial wherewithal to discharge its obligations under this Lease and the proposed agreement of transfer and as determined by Landlord’s reasonable criteria for selecting Project tenants and has a tangible net worth, experience, and reputation that is not less than the tangible net worth, experience, and reputation of Tenant on the Date of this Lease. 6.4.2 The proposed transfer shall not, in Landlord’s reasonable judgment, cause physical harm to the Project or harm to the reputation of the Project that would result in an impairment of Landlord’s ability to lease space in the Project or a diminution in the rental value of space in the Project. The proposed use of the Premises assigned by the proposed transferee will be a use permitted under this Lease and not prohibited by the Rules and Regulations, and will not violate any restrictive covenants or subletexclusive use provisions applicable to Landlord. 6.4.3 The proposed transferee shall not be any person or entity who shall at that time be a tenant, (ii) Landlord reasonably disapproves subtenant, or other occupant of any part of the Proposed Transferee's business operating ability Project, or history, reputation who dealt with Landlord or creditworthiness Landlord’s agent (directly or through a broker) as to space in the Project during the six months immediately preceding Tenant’s request for Landlord’s consent. 6.4.4 The proposed use of the Premises by the proposed transferee will not require alterations or additions to the Premises or the character Project to comply with applicable law or governmental requirements and will not negatively affect insurance requirements or involve the introduction of materials to the Premises that are not in compliance with the environmental laws. 6.4.5 Any mortgagee of the business Project will consent to be conducted by the Proposed Transferee at proposed transfer if such consent is required under the Premisesrelevant loan documents. 6.4.6 The proposed use of the Premises will not materially increase the operating costs for the Project or the burden on the Project services, (iii) the Proposed Transferee is a governmental agency or unit generate material additional foot traffic, elevator usage, Parking Area usage, or an existing tenant security concerns in the Project, (iv) or create materially increased possibility that the comfort or safety, or both, of Landlord and the other occupants of the Project will be compromised or reduced. 6.4.7 The proposed Transfer would violate any "exclusive" rights of any tenants in the Projecttransferee shall not be, (v) and shall not be affiliated with, anyone with whom Landlord or Landlord's agent any of its affiliates has shown been involved with in litigation or who has defaulted under any agreement with Landlord or any of its affiliates. 6.4.8 The proposed transfer will not cause a violation of another lease for space in the Building Project or give an occupant of the Project a right to cancel its lease. 6.4.9 There shall be no default by Tenant, beyond any applicable grace period, under any of the Proposed Transferee or responded terms, covenants, and conditions of this Lease at the time that Landlord’s consent to any inquiries from a transfer is requested and on the Proposed Transferee or date of the Proposed Transferee's agent concerning availability commencement of space the term of the proposed transfer. 6.4.10 If the transfer is an assignment, the proposed assignee will assume in writing all of the Building, at any time within the preceding nine months, or (vi) Landlord otherwise determines obligations of Tenant under this Lease. 6.4.11 Tenant acknowledges that the proposed Transfer would have the effect of decreasing the value foregoing is not intended to be an exclusive list of the Building or increasing the expenses associated with operating, maintaining and repairing the Property. In no event reasons for which Landlord may Tenant publicly offer or advertise all or any portion of the Premises for assignment or sublease at reasonably withhold its consent to a rental less than that then sought by Landlord for a direct lease (non-sublease) of comparable space in the Projectproposed transfer.

Reasonable Consent. (a) If Tenant complies with the following conditions, Landlord shall not unreasonably withhold its consent to the subletting of the Premises or any portion thereof or the assignment of this Lease. Prior to any proposed Transfer, Tenant shall submit in writing to Landlord (i) the name and legal composition of the proposed assignee, subtenant, user or other transferee (each a "Proposed Transferee"); (ii) the nature of the business proposed to be carried on in the Premises; (iiiii) a current balance sheet, income statements for the last two years and such other reasonable financial and other information concerning the Proposed proposed Transferee as Landlord may request; and (iv) a copy of the proposed assignment, sublease or other agreement governing the proposed Transfer. Within fifteen (15) Business Days after Landlord receives all such information it shall notify Tenant whether it approves or disapproves such Transfer or if it elects pursuant to proceed under Section 14.7 17.7 - Landlord's Right to Space. (b) Tenant acknowledges The parties hereto agree and agrees acknowledge 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 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 credit worthiness or the character of the business to be conducted by the Proposed Transferee at the PremisesPremised, (iii) the Proposed Transferee is a governmental agency or unit or an existing tenant in the ProjectProject or Building, (iv) the proposed Transfer would violate any "exclusive" rights of any tenants in the ProjectProject or Building, (v) Landlord or Landlord's agent has shown space in the 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 Building, at any time within the preceding nine months, or (vi) Landlord otherwise other wise determines that the proposed Transfer would have the effect of decreasing the value of the Building or increasing the expenses associated with operating, maintaining and repairing the Property. In no event 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 ProjectProject or Building.