Common use of Reasonable Disapproval Clause in Contracts

Reasonable Disapproval. Landlord and Tenant hereby acknowledge that Landlord’s disapproval of any proposed Transfer pursuant to Section 14.3(a) shall be deemed reasonably withheld if based upon any reasonable factor, including, without limitation, any or all of the following factors: (a) the proposed Transfer would result in more than two subleases of portions of the Premises being in effect at any one time during the Term; (b) the proposed Transferee is an existing tenant of the Project or is negotiating with Landlord (or has negotiated with Landlord in the last six (6) months) for space in the Project (and Landlord, in each such case, has space available for lease in the Building of comparable size); (c) the proposed Transferee is a governmental entity; (d) the portion of the Premises to be sublet or assigned is irregular in shape with inadequate means of ingress and egress; (e) the use of the Premises by the Transferee (1) is not permitted by the use provisions in Section 6 hereof, or (2) violates any exclusive use granted by Landlord to another tenant in the Building; (f) the Transfer would likely result in significant increase in the use of the parking areas or Common Areas by the Transferee’s employees or visitors, and/or significantly increase the demand upon services to be provided by Landlord to the Premises; or (g) the Transferee does not have the financial capability to fulfill the obligations imposed by the Transfer. Notwithstanding any contrary provision of this Lease, if Tenant or any proposed Transferee claims that Landlord has unreasonably withheld or delayed its consent to a proposed Transfer or otherwise has breached its obligations under this Section 14, Tenant’s and such Transferee’s only remedy shall be to seek a declaratory judgment and/or injunctive relief, and Tenant, on behalf of itself and, to the extent permitted by law, such proposed Transferee, waives all other remedies against Landlord, including, without limitation, the right to seek monetary damages or to terminate this Lease.

Reasonable Disapproval. Landlord and Tenant hereby acknowledge that Landlord’s 's disapproval of any proposed Transfer (other than a Permitted Transfer) pursuant to Section 14.3(a) shall be deemed reasonably withheld if based upon any reasonable factor, including, without limitation, any or all of the following factors: (a) the proposed Transfer would result in more than two subleases of portions of the Premises being in effect at any one time during the Term; (b) the net effective rent payable by the Transferee (adjusted on a rentable square foot basis) is less than the net effective rent then being quoted by Landlord for new leases in the Building for comparable size space for a comparable period of time (however, this factor may only be considered if Landlord has space at the Project that can satisfy such Transferee's space needs); (c) the proposed Transferee is an existing tenant of the Project (and Landlord has space at the Project that can satisfy such Transferee's space needs) or the proposed Transferee is negotiating with Landlord (or has negotiated with Landlord in the last six two (62) months) for space in the Project (and Landlord, in each such case, has space available for lease in the Building of comparable size); (c) the proposed Transferee is a governmental entityProject; (d) the portion of the Premises to be sublet or assigned is irregular in shape with inadequate means of ingress and egress; (e) the use of the Premises by the Transferee (1i) is not permitted by the use provisions in Section 6 hereof, or (2ii) violates any exclusive use granted by Landlord to another tenant in the Building; (f) the Transfer would likely result in significant increase in the use of the parking areas or Common Areas by the Transferee’s 's employees or visitors, and/or significantly increase the demand upon utilities and services to be provided by Landlord to the Premises; or (g) the Transferee does not have the financial capability to fulfill the obligations imposed by the Transfer; or (h) the Transferee is not in Landlord's reasonable opinion of reputable or good character or consistent with Landxxxx'x xesired tenant mix. Notwithstanding any contrary provision of this Lease, if Tenant or any proposed Transferee claims that Landlord has unreasonably withheld or delayed its consent to a proposed Transfer or otherwise has breached its obligations under this Section 14, Tenant’s 's and such Transferee’s 's only remedy shall be to seek a declaratory judgment and/or injunctive relief, and Tenant, on behalf of itself and, to the extent permitted by law, such proposed Transferee, Transferee waives all other remedies against Landlord, including, without limitation, the right to seek monetary damages or to terminate this Lease.

Reasonable Disapproval. Landlord and Tenant hereby acknowledge that Landlord’s 's disapproval of any proposed Transfer (other than a Permitted Transfer) pursuant to Section 14.3(a) shall be deemed reasonably withheld if based upon any reasonable factor, including, without limitation, any or all of the following factors: (a) the proposed Transfer would result in more than two subleases of portions of the Premises being in effect at any one time during the Term; (b) the net effective rent payable by the Transferee (adjusted on a rentable square foot basis) is less than the net effective rent then being quoted by Landlord for new leases in the Building for comparable size space for a comparable period of time; (c) the proposed Transferee is an existing tenant of the Project or is negotiating with Landlord (or has negotiated with Landlord in the last six (6) months) for space in the Project (and Landlord, in each such case, has space available for lease in the Building of comparable size)Project; (cd) the proposed Transferee is a governmental entity; (de) the portion of the Premises to be sublet or assigned is irregular in shape with inadequate means of ingress and egress; (ef) the use of the Premises by the Transferee (1i) is not permitted by the use provisions in Section 6 hereof, or (2ii) violates any exclusive use granted by Landlord to another tenant in the Building; (fg) the Transfer would likely result in significant increase in the use of the parking areas or Common Areas by the Transferee’s employees or visitors, and/or significantly increase the demand upon utilities and services to be provided by Landlord to the Premises; or (gh) the Transferee does not have the financial capability to fulfill the obligations imposed by the Transfer; or (i) the Transferee is not in Landlord’s reasonable opinion of reputable or good character or consistent with Landlord’s desired tenant mix. Notwithstanding any contrary provision of this Lease, if Tenant or any proposed Transferee claims that Landlord has unreasonably withheld or delayed its consent to a proposed Transfer or otherwise has breached its obligations under this Section 14, Tenant’s and such Transferee’s only remedy shall be to seek a declaratory judgment and/or injunctive relief, and Tenant, on behalf of itself and, to the extent permitted by law, such proposed Transferee, Transferee waives all other remedies against Landlord, including, without limitation, the right to seek monetary damages or to terminate this Lease.

Reasonable Disapproval. Landlord and Tenant hereby acknowledge that Landlord’s disapproval of any proposed Transfer pursuant to Section 14.3(a) shall be deemed reasonably withheld if based upon any reasonable factor, including, without limitation, any or all of the following factors: (a) the proposed Transfer would result in more than two subleases of portions of the Premises being in effect at any one time during the Term; (b) the proposed Transferee is an existing tenant of the Project or is negotiating with Landlord (or has negotiated with Landlord in the last six (6) months) for space in the Project (and Landlord, in each such case, has space in the Project available for lease in the Building of comparable sizeto such proposed Transferee); (c) the proposed Transferee is a governmental entity; (d) the portion of the Premises to be sublet or assigned is irregular in shape with inadequate and unlawful means of ingress and egress; (e) the use of the Premises by the Transferee (1) is not permitted by the use provisions in Section 6 hereof, or (2) violates any exclusive use granted by Landlord to another tenant in the Building; (f) the Transfer would likely result in significant increase in the use of the parking areas or Common Areas by the Transferee’s employees or visitors, and/or significantly increase the demand upon services to be provided by Landlord to the Premises; or (g) the Transferee does not have the financial capability to fulfill the obligations imposed by the Transfer. Notwithstanding any contrary provision of this Lease, if Tenant or any proposed Transferee claims that Landlord has unreasonably withheld or delayed its consent to a proposed Transfer or otherwise has breached its obligations under this Section 14, Tenant’s and such Transferee’s only remedy shall shall, unless it is determined by a court of competent jurisdiction that Landlord acted in bad faith, be to seek a declaratory judgment and/or injunctive relief, and Tenant, on behalf of itself and, to the extent permitted by law, such proposed Transferee, waives all other remedies against Landlord, including, without limitation, the right to seek monetary damages or to terminate this Lease.

Reasonable Disapproval. Landlord and Tenant hereby acknowledge that Landlord’s 's disapproval of any proposed Transfer pursuant to Section 14.3(a) 11.3 shall be deemed reasonably withheld if based upon any reasonable factor, including, without limitation, any or all of the following factors: (ai) the proposed Transfer would result in more than two subleases of portions of the Premises being in effect at any one time during the TermTerm (other than subleases which do not require the prior approval of Landlord); (bii) the net effective rent payable by the Transferee (adjusted on a rentable square foot basis) is less than the net effective rent then being quoted by Landlord for new leases in the Building for comparable size space for a comparable period of time; (iii) the proposed Transferee is an existing tenant of the Project Building or is negotiating with Landlord (or has negotiated with Landlord in the last six (6) months) for space in the Project (and Landlord, in each such case, has space available for lease in the Building of comparable size); (civ) the proposed Transferee is a governmental entity; (dv) the portion of the Premises to be sublet or assigned is irregular in shape with inadequate means of ingress and egress; (evi) the use of the Premises by the Transferee (1A) is not permitted by the use provisions in Section 6 Article 10 hereof, or (2B) violates any exclusive use granted by Landlord to another tenant in the BuildingBuilding (to the extent such exclusive is disclosed to Tenant); (fvii) the Transfer would likely result in significant increase in the use of the parking areas or Common Areas by the Transferee’s 's employees or visitorsvisitor, and/or significantly increase the demand upon utilities and services to be provided by Landlord to the Premises; or (gviii) the Transferee does not have the financial capability to fulfill the obligations imposed by the Transfer. Notwithstanding any contrary provision ; (ix) the Transferee is not in Landlord's reasonable opinion of this Lease, if Tenant reputable or any proposed good character or consistent with Landlord's desired tenant mix; or (x) the Transferee claims that Landlord has unreasonably withheld is a real estate developer or delayed its consent to a proposed Transfer landlord or otherwise has breached its obligations under this Section 14, Tenant’s and such Transferee’s only remedy shall be to seek a declaratory judgment and/or injunctive relief, and Tenant, is acting directly or indirectly on behalf of itself and, to the extent permitted by law, such proposed Transferee, waives all other remedies against Landlord, including, without limitation, the right to seek monetary damages a real estate developer or to terminate this Leaselandlord.

Reasonable Disapproval. Landlord and Tenant hereby acknowledge that Landlord’s disapproval of any proposed Transfer pursuant to Section 14.3(a14.2(a) shall be deemed reasonably withheld if based upon any reasonable factor, including, without limitation, any or all of the following factors: (a) the proposed Transfer would result in more than two subleases of portions of the Premises being in effect at any one time during the Term; (b) intentionally omitted; (c) the proposed Transferee is an existing tenant of the Project or is negotiating with Landlord (or has negotiated with Landlord in the last six (6) months) for space in the Project (and Landlord, in each such case, has unless Landlord does not have space available for lease in the Building of comparable size)Project to accommodate such existing tenant; (cd) the proposed Transferee is a governmental entity; (de) the portion of the Premises to be sublet or assigned is irregular in shape with inadequate means of ingress and egress; (ef) the use of the Premises by the Transferee (1i) is not permitted by the use provisions in Section 6 hereof, or (2ii) violates any exclusive use granted by Landlord to another tenant in the Building; (fg) the Transfer would likely result in significant increase in the use of the parking areas or Common Areas by the Transferee’s employees or visitors, and/or significantly increase the demand upon utilities and services to be provided by Landlord to the Premises; or (gh) the Transferee does not have the financial capability to fulfill the obligations imposed by the Transfer; (i) an Event of Default has occurred; (j) in the judgment of Landlord, such a Transfer would violate any term, condition, covenant, or agreement of Landlord involving the Project or any other tenant’s lease within the Project; or (k) the Transferee is not in Landlord’s reasonable opinion of reputable or good character or consistent with Landlord’s desired tenant mix. Notwithstanding any contrary provision of this Lease, if Tenant or any proposed Transferee claims that Landlord has unreasonably withheld or delayed its consent to a proposed Transfer or otherwise has breached its obligations under this Section 14, Tenant’s and such Transferee’s only remedy shall be to seek a declaratory judgment and/or injunctive relief, and Tenant, on behalf of itself and, to the extent permitted by law, such proposed Transferee, Transferee waives all other remedies against Landlord, including, without limitation, the right to seek monetary damages or to terminate this Lease.

Reasonable Disapproval. Landlord and Tenant hereby acknowledge that Landlord’s 's disapproval of any proposed Transfer pursuant to Section 14.3(aSUBPARAGRAPH 24(e) shall will be deemed reasonably withheld if based upon any reasonable factor, including, without limitation, any or all of the following factors: (ai) if the proposed Transfer would result in more Building is less than two subleases of portions of eighty percent (80%) occupied, if the Premises net effective rent payable by the Transferee (adjusted on a rentable square foot basis) is less than the net effective rent then being in effect at any one time during the Term; (b) the proposed Transferee is an existing tenant of the Project or is negotiating with quoted by Landlord (or has negotiated with Landlord in the last six (6) months) for space in the Project (and Landlord, in each such case, has space available for lease new leases in the Building for comparable size space for a comparable period of comparable size)time; (cii) the proposed Transferee is a governmental entity; (diii) the portion of the Premises to be sublet or assigned is irregular in shape with inadequate means of ingress and egress; (eiv) the use of the Premises by the Transferee (1A) is not permitted by the use provisions in Section 6 PARAGRAPH 8 hereof, or (2B) violates any exclusive use granted granted, by Landlord to another tenant in the Building; (fv) the Transfer would likely result in a significant and inappropriate increase in the use of the parking areas or Development Common Areas by the Transferee’s 's employees or visitors, and/or significantly increase the demand upon utilities and services to be provided by Landlord to the Premises; or (gvi) the Transferee does not have the financial capability to fulfill the obligations imposed by the Transfer. Notwithstanding any contrary provision of transfer and this Lease, if ; or (vii) the Transferee is not in Landlord's reasonable opinion consistent with Landlord's desired tenant mix. In the event Landlord withholds or conditions its consent and Tenant or any proposed Transferee claims that Landlord has unreasonably withheld or delayed its consent to a proposed Transfer under SUBPARAGRAPH 24(f) or otherwise has breached its obligations or acted unreasonably under this Section 14PARAGRAPH 24, Tenant’s and such Transferee’s only remedy their sole remedies shall be to seek a declaratory judgment and/or injunctive reliefand an injunction for the relief sought without any monetary damages, and Tenant, Tenant hereby waives all other remedies on its own behalf of itself and, to the extent permitted by lawunder all applicable laws, such on behalf of the proposed Transferee. In any such action, waives each party shall bear its own attorneys' fees. Tenant shall indemnify, defend and hold harmless Landlord from any and all other remedies against liability, losses, claims, damages, costs, expenses, causes of action and proceedings involving any third party or parties (including without limitation Tenant's proposed subtenant or assignee) who claim they were damaged by Landlord, including, without limitation, the right to seek monetary damages 's wrongful withholding or to terminate this Leaseconditioning of Landlord's consent.

Reasonable Disapproval. Landlord and Tenant hereby acknowledge that Landlord’s 's disapproval of any proposed Transfer pursuant to Section 14.3(aSubparagraph 24(e) shall will be deemed reasonably withheld if based upon any reasonable factor, including, without limitation, any or all of the following factors: (a) the proposed Transfer would result in more than two subleases of portions of the Premises being in effect at any one time during the Term; (b) the proposed Transferee is an existing tenant of the Project or is negotiating with Landlord (or has negotiated with Landlord in the last six (6) months) for space in the Project (and Landlord, in each such case, has space available for lease in the Building of comparable size); (ci) the proposed Transferee is a governmental entity; (dii) the portion of the Premises to be sublet or assigned is irregular in shape with inadequate means of ingress and egress; (eiii) the use of the Premises by the Transferee (1A) is not permitted by the use provisions in Section 6 Paragraph 8 hereof, or (2B) violates any exclusive use granted by Landlord to another tenant in the Building; (fiv) the Transfer would likely result in a significant and inappropriate increase in the use of the parking areas or Project Common Areas by the Transferee’s 's employees or visitors, and/or significantly increase the demand upon utilities and services to be provided by Landlord to the Premises; or (gv) the Transferee does not have the financial capability to fulfill the obligations imposed by the TransferTransfer and this Lease; or (vi) the Transferee poses a business or other economic risk which Landlord deems unacceptable. Notwithstanding any anything to the contrary provision of contained in this Lease, if Tenant it is expressly understood and agreed that no further subletting under any sublease shall be permitted under any circumstances, except in the event Landlord (with no obligation to do so) sub-subleases the Premises (or any proposed Transferee claims that portion thereof) from such sublessee. Any sublease to which Landlord has unreasonably withheld or delayed its consent to a proposed Transfer or otherwise has breached its obligations under this Section 14, Tenant’s and consents shall expressly prohibit any such Transferee’s only remedy shall be to seek a declaratory judgment and/or injunctive relief, and Tenant, on behalf of itself and, to the extent permitted by law, such proposed Transferee, waives all other remedies against Landlord, including, without limitation, the right to seek monetary damages or to terminate this Leasefurther subletting.

Reasonable Disapproval. Landlord and Tenant hereby acknowledge that Landlord’s disapproval of any proposed Transfer pursuant to Section 14.3(aSubparagraph 24(e) shall will be deemed reasonably withheld if based upon any reasonable factor, including, without limitation, any or all of the following factors: (a) the proposed Transfer would result in more than two subleases of portions of the Premises being in effect at any one time during the Term; (b) the proposed Transferee is an existing tenant of the Project or is negotiating with Landlord (or has negotiated with Landlord in the last six (6) months) for space in the Project (and Landlord, in each such case, has space available for lease in the Building of comparable size); (ci) the proposed Transferee is a governmental entity; (dii) the portion of the Premises to be sublet or assigned is irregular in shape with inadequate means of ingress and egress; (eiii) the use of the Premises by the Transferee (1A) is not permitted by the use provisions in Section 6 Paragraph 8 hereof, or (2B) violates any exclusive use granted by Landlord to another tenant in the Building, or (C) otherwise poses a risk of increased liability to Landlord; (fiv) the Transfer would likely result in a significant and inappropriate increase in the use of the parking areas or Project Common Areas by the Transferee’s employees or visitors, and/or significantly increase the demand upon utilities and services to be provided by Landlord to the Premises; or (gv) the Transferee does not have the financial capability to fulfill the obligations imposed by the TransferTransfer and this Lease; (vi) the Transferee is not in Landlord’s reasonable opinion consistent with Landlord’s desired tenant mix; or (vii) the Transferee poses a business or other economic risk which Landlord reasonably deems unacceptable. Notwithstanding any anything to the contrary provision of contained in this Lease, if Tenant it is expressly understood and agreed that no further subletting under any sublease shall be permitted under any circumstances, except in the event Landlord (with no obligation to do so) sub-subleases the Premises (or any proposed Transferee claims that portion thereof) from such sublessee. Any sublease to which Landlord has unreasonably withheld or delayed its consent to a proposed Transfer or otherwise has breached its obligations under this Section 14, Tenant’s and consents shall expressly prohibit any such Transferee’s only remedy shall be to seek a declaratory judgment and/or injunctive relief, and Tenant, on behalf of itself and, to the extent permitted by law, such proposed Transferee, waives all other remedies against Landlord, including, without limitation, the right to seek monetary damages or to terminate this Leasefurther subletting.

Reasonable Disapproval. Landlord and Tenant hereby acknowledge that Landlord’s 's disapproval of any proposed Transfer pursuant to Section 14.3(a9.03(b) shall will be deemed reasonably withheld if based upon any reasonable factor, including, without limitation, any or all of the following factors: (a) the proposed Transfer would result in more than two subleases of portions of the Premises being in effect at any one time during the Term; (b) the proposed Transferee is an existing tenant of the Project or is negotiating with Landlord (or has negotiated with Landlord in the last six (6) months) for space in the Project (and Landlord, in each such case, has space available for lease in the Building of comparable size); (ci) the proposed Transferee is a governmental entityGovernmental Entity, if the proposed Transferee is entitled, directly or indirectly, to diplomatic or sovereign immunity or shall not be subject to the service of process in, and the jurisdiction of, the courts of the State of California; (dii) the portion of the Premises to be sublet or assigned is irregular in shape with inadequate means of ingress and egress; (eiii) the use of the Premises by the Transferee (1A) is not permitted by the use provisions in Section 6 Article V hereof, or (2B) violates any exclusive use granted by Landlord to another tenant in the Building; Project or the Facility, it being understood that within ten (f10) the business days of receipt of Tenant's Transfer Notice, together with Tenant's specific written request for a written list of uses which would likely result in significant increase in the use of the parking areas or Common Areas by the Transferee’s employees or visitors, and/or significantly increase the demand upon services to be provided violate exclusives granted by Landlord to other tenants in the PremisesProject or the Facility, Landlord shall provide Tenant with a written list of such uses; or (giv) the Transferee does not have the financial capability to fulfill the obligations imposed by the Transfer. Notwithstanding any contrary provision Transfer and this Lease (or has not furnished Landlord with reasonable proof thereof); (v) the proposed Transferee is engaged in a business or activity, or the Premises or the relevant part thereof, will be used in a manner, which is not in keeping with the then standards of the Building or the Facility; (vi) there shall be more than five (5) subtenants of the Premises excluding Occupants (as hereinafter defined); or (vii) the form of the proposed sublease or instrument of assignment (A) shall not be in form reasonably satisfactory to Landlord, or (B) shall not comply with the applicable provisions of this Lease, if Tenant or any proposed Transferee claims that Landlord has unreasonably withheld or delayed its consent to a proposed Transfer or otherwise has breached its obligations under this Section 14, Tenant’s and such Transferee’s only remedy shall be to seek a declaratory judgment and/or injunctive relief, and Tenant, on behalf of itself and, to the extent permitted by law, such proposed Transferee, waives all other remedies against Landlord, including, without limitation, the right to seek monetary damages or to terminate this LeaseArticle IX.

Reasonable Disapproval. Landlord and Tenant hereby acknowledge that Landlord’s 's disapproval of any proposed Transfer pursuant to Section 14.3(a9.03(b) shall will be deemed reasonably withheld if based upon any reasonable factor, including, without limitation, any or all of the following factors: (ai) if the proposed Transfer would result in more net effective rent payable by the Transferee (adjusted on a rentable square foot basis) is less than two subleases of portions of the Premises net effective rent then being in effect at any one time during the Term; (b) the proposed Transferee is an existing tenant of the Project or is negotiating with quoted by Landlord (or has negotiated with Landlord in the last six (6) months) for space in the Project (and Landlord, in each such case, has space available for lease new leases in the Building for comparable size space for a comparable period of comparable sizetime, taking into consideration whether such proposed Transfer is an assignment or sublease, as applicable, the length of the remaining Term and the incentives given to the subtenant or assignee, as the case may be (i.e., improvements made to prepare the premises demised under the sublease or assignment, as applicable, for such subtenant's or assignee's occupancy and free rent); (cii) the proposed Transferee is a governmental entityGovernmental Entity, if the proposed Transferee is entitled, directly or indirectly, to diplomatic or sovereign immunity or shall not be subject to the service of process in, and the jurisdiction of, the courts of the State of California; (diii) the portion of the Premises to be sublet or assigned is irregular in shape with inadequate means of ingress and egress; (eiv) the use of the Premises by the Transferee (1A) is not permitted by the use provisions in Section 6 Article V hereof, or (2B) violates any exclusive use granted by Landlord to another tenant in the BuildingProject or the Facility; (fv) the Transfer would likely result in significant an increase (other than to a de minimus extent) in the use of the parking areas Parking Facilities or Common Areas Area by the Transferee’s 's employees or visitors, and/or significantly increase (other than to a de minimis extent) the demand upon utilities and services to be provided by Landlord to the PremisesPremises or the Facility; or (gvi) the Transferee is not a reputable person or entity or does not have the financial capability to fulfill the obligations imposed by the Transfer. Notwithstanding any contrary provision of Transfer and this Lease, if Tenant Lease (or any has not furnished Landlord with reasonable proof thereof); or (vii) the proposed Transferee claims is engaged in a business or activity, or the Premises or the relevant part thereof, will be used in a manner, which is not in keeping with the then standards of the Building or the Facility; (viii) there shall be more than three (3) subtenants of the Premises; (ix) Tenant shall have advertised or publicized in any form of media the availability of the Premises without prior notice to and approval by Landlord, or if any such advertisement shall state the name (as distinguished from the address) of the Facility, the Building or the proposed rental; it being understood and agreed that Landlord has Landlord's approval of any such media advertisement shall not be unreasonably withheld or delayed its consent to a proposed Transfer or otherwise has breached its obligations under this Section 14, Tenant’s and provided that any such Transferee’s only remedy media advertisement shall be prepared in a first- class manner consistent with Landlord's professional standards; or (x) the form of the proposed sublease or instrument of assignment (A) shall not be in form reasonably satisfactory to seek a declaratory judgment and/or injunctive relief, and Tenant, on behalf of itself and, to the extent permitted by law, such proposed Transferee, waives all other remedies against Landlord, including, without limitation, or (B) shall not comply with the right to seek monetary damages or to terminate applicable provisions of this LeaseArticle IX.

Reasonable Disapproval. Landlord and Tenant hereby acknowledge that Landlord’s disapproval of any proposed Transfer pursuant to Section 14.3(a) shall Article 23 will be deemed reasonably withheld if based upon any reasonable factor, including, without limitation, any or all of the following factors: (a) the proposed Transfer would result in more than two subleases of portions of the Premises being in effect at any one time during the Term; (b) the proposed Transferee is an existing tenant of the Project or is negotiating with Landlord (or has negotiated with Landlord in the last six (6) months) for space in the Project (and Landlord, in each such case, has space available for lease in the Building of comparable size); (ci) the proposed Transferee is a governmental entityGovernmental Entity, if the proposed Transferee is entitled, directly or indirectly, to diplomatic or sovereign immunity or shall not be subject to the service of process in, and the jurisdiction of, the courts of the State of California; (d) the portion of the Premises to be sublet or assigned is irregular in shape with inadequate means of ingress and egress; (eii) the use of the Premises by the Transferee (1Transferee) is not permitted by the use provisions in Section 6 hereof, this Lease or (2) violates any exclusive use granted by Landlord to another tenant in the BuildingProject CC&Rs; (fiii) the Transfer would likely result in significant a material increase in the use of the parking areas or Common Areas by the Transferee’s employees or visitors, and/or significantly increase the demand upon utilities and services above that to be provided by Landlord to the Premises pursuant to Exhibit “G” (unless Tenant or the Transferee provides supplemental facilities to service such excess demand); (iv) the Transfer would likely result in an increase in the use of the Parking Facilities by the Transferee’s employees or visitors in excess of 4.25 spaces per thousand square feet, calculated for the entire Premises; or (gv) the Transferee is not a reputable person or entity or does not have the financial capability to fulfill the obligations imposed by the Transfer. Notwithstanding any contrary provision Transfer and this Lease (or has not furnished Landlord with reasonable proof thereof); (vi) the proposed Transferee is engaged in a business or activity, or the Premises or the relevant part thereof, will be used in a manner, which is not in keeping with the then standards of the Building or the Project; or (vii) the proposed Transferee is a person or entity with whom Landlord is or has been, within the preceding nine (9) month period, negotiating to lease space in the Project and Landlord has space comparable to the space Tenant is proposing to Transfer available for lease in the Project; or (viii) the proposed form of sublease or instrument of assignment does not comply with the applicable provisions of this Lease, if Tenant or any proposed Transferee claims that Landlord has unreasonably withheld or delayed its consent to a proposed Transfer or otherwise has breached its obligations under this Section 14, Tenant’s and such Transferee’s only remedy shall be to seek a declaratory judgment and/or injunctive relief, and Tenant, on behalf of itself and, to the extent permitted by law, such proposed Transferee, waives all other remedies against Landlord, including, without limitation, the right to seek monetary damages or to terminate this LeaseArticle 23.

Reasonable Disapproval. Landlord and Tenant hereby acknowledge that Landlord’s disapproval of any proposed Transfer (other than a Permitted Transfer) pursuant to Section 14.3(a) shall be deemed reasonably withheld if based upon any reasonable factor, including, without limitation, any or all of the following factors: (a) the proposed Transfer would result in more than two subleases of portions of the Premises being in effect at any one time during the Term; (b) the net effective rent payable by the Transferee (adjusted on a rentable square foot basis) is less than the net effective rent then being quoted by Landlord for new leases in the Building for comparable size space for a comparable period of time; (c) the proposed Transferee is an existing tenant of the Project or is negotiating with Landlord (or has negotiated with Landlord in the last six (6) months) for space in the Project (and Landlord, in each such case, has space available for lease in the Building of comparable size)Project; (cd) the proposed Transferee is a governmental entity; (de) the portion of the Premises to be sublet or assigned is irregular in shape with inadequate means of ingress and egress; (ef) the use of the Premises by the Transferee (1i) is not permitted by the use provisions in Section 6 hereof, or (2ii) violates any exclusive use granted by Landlord to another tenant in the Building; (fg) the Transfer would likely result in significant increase in the use of the parking areas or Common Areas by the Transferee’s employees or visitors, and/or significantly increase the demand upon utilities and services to be provided by Landlord to the Premises; or (gh) in Landlord’s reasonable judgment, the Transferee does not have the financial capability to fulfill the obligations imposed by the Transfer; or (i) the Transferee is not in Landlord’s reasonable opinion of reputable or good character or consistent with Landlord’s desired tenant mix. Notwithstanding any contrary provision of this Lease, if Tenant or any proposed Transferee claims that Landlord has unreasonably withheld or delayed its consent to a proposed Transfer or otherwise has breached its obligations under this Section 14, Tenant’s and such Transferee’s only remedy shall be to seek a declaratory judgment and/or injunctive relief, and Tenant, on behalf of itself and, to the extent permitted by law, such proposed Transferee, Transferee waives all other remedies against Landlord, including, without limitation, the right to seek monetary damages or to terminate this Lease.

Reasonable Disapproval. Landlord and Tenant hereby acknowledge that Landlord’s disapproval of any proposed Transfer pursuant to Section 14.3(a) shall be deemed reasonably withheld withheld, conditioned or delayed if based upon any reasonable factor, including, without limitation, any or all of the following factors: (a) the proposed Transfer would result in more than two subleases of portions of the Premises being in effect at any one time during the Term; (b) the proposed Transferee is an existing tenant of the Project or is negotiating with Landlord (or has negotiated with Landlord in the last six (6) months) for space in the Project (and Landlord, in each such case, has space available for lease in the Building of comparable size)Project; (c) the proposed Transferee is a governmental entity; (d) the portion of the Premises to be sublet or assigned is irregular in shape with inadequate means of ingress and egress; (e) the use of the Premises by the Transferee (1) is not permitted by the use provisions in Section 6 hereof, or (2) violates any exclusive use granted by Landlord to another tenant in the Building; (f) the Transfer would likely result in significant increase in the use of the parking areas or Common Areas by the Transferee’s employees or visitors, and/or significantly increase the demand upon services to be provided by Landlord to the Premises; or (g) the Transferee does not have the financial capability to fulfill the obligations imposed by the Transfer; or (h) the Transferee is not, in Landlord’s reasonable opinion, of reputable or good character or consistent with Landlord’s desired tenant mix. Notwithstanding any contrary provision of this Lease, if Tenant or any proposed Transferee claims that Landlord has unreasonably withheld or delayed its consent to a proposed Transfer or otherwise has breached its obligations under this Section 14, Tenant’s and such Transferee’s only remedy shall be to seek a declaratory judgment and/or injunctive relief, and Tenant, on behalf of itself and, to the extent permitted by law, such proposed Transferee, waives all other remedies against Landlord, including, without limitation, the right to seek monetary damages or to terminate this Lease.

Reasonable Disapproval. Landlord and Tenant hereby acknowledge ---------------------- that Landlord’s 's disapproval of any proposed Transfer pursuant to Section 14.3(aSubsection 24(e) shall will be deemed reasonably withheld if based upon any reasonable factor, including, without limitation, any or all of the following factors: : (a) the proposed Transfer would result in more than two subleases of portions of the Premises being in effect at any one time during the Term; (b) the proposed Transferee is an existing tenant of the Project or is negotiating with Landlord (or has negotiated with Landlord in the last six (6) months) for space in the Project (and Landlord, in each such case, has space available for lease in the Building of comparable size); (ci) the proposed Transferee is a governmental entity; (dii) the portion of the Premises to be sublet or assigned is irregular in shape with inadequate means of ingress and egress; (eiii) the use of the Premises by the Transferee (1A) is not permitted by the use provisions in Section 6 8 hereof, or (2B) violates any exclusive use granted by Landlord to another tenant in the Building; (fiv) the Transfer would likely result in a significant and inappropriate increase in the use of the parking areas or Project Common Areas by the Transferee’s 's employees or visitors, and/or significantly increase the demand upon utilities and services to be provided by Landlord to the Premises; Premises or (gv) the Transferee does not have the financial capability to fulfill the obligations imposed by the Transfer. Notwithstanding any contrary provision of Transfer and this Lease, if . In the event Landlord withholds or conditions its consent and Tenant or any proposed Transferee claims that Landlord has unreasonably withheld or delayed its consent to a proposed Transfer under Subsection 24(f) or otherwise has breached its obligations or acted unreasonably under this Section 1424, Tenant’s and such Transferee’s only remedy their sole remedies shall be to seek a declaratory judgment and/or injunctive reliefand an injunction for the relief sought without any monetary damages, and Tenant, Tenant hereby waives all other remedies on its own behalf of itself and, to the extent permitted by lawunder all applicable laws, such on behalf of the proposed Transferee. In any such action, waives all other remedies against Landlord, including, without limitation, the right to seek monetary damages or to terminate this Leaseeach party shall bear its own attorneys' fees.

Reasonable Disapproval. Landlord and Tenant hereby acknowledge that Landlord’s disapproval of any proposed Transfer pursuant to Section 14.3(aSubsection 7(e) shall will be deemed reasonably withheld if based upon any reasonable factor, including, without limitation, any or all of the following factors: (ai) if the proposed Transfer would result in more Building is less than two subleases of portions of ninety percent (90%) occupied, if the Premises net effective rent payable by the Transferee (adjusted on a rentable square foot basis) is less than the net effective rent then being in effect at any one time during the Term; (b) the proposed Transferee is an existing tenant of the Project or is negotiating with quoted by Landlord (or has negotiated with Landlord in the last six (6) months) for space in the Project (and Landlord, in each such case, has space available for lease new leases in the Building for comparable size space for a comparable period of comparable size)time; (cii) the proposed Transferee is a governmental entity; (diii) the portion of the Premises to be sublet or assigned is irregular in shape with inadequate means of ingress and egress; (eiv) the use of the Premises by the Transferee (1A) is not permitted by the use provisions in Section 6 8 hereof, or (2B) violates any exclusive use granted by Landlord to another tenant in the Building; (fv) the Transfer would likely result in a significant and inappropriate increase in the use of the parking areas or Project Common Areas by the Transferee’s employees or visitors, and/or significantly increase the demand upon utilities and services to be provided by Landlord to the Premises; or (gvi) the Transferee does not have the financial capability to fulfill the obligations imposed by the Transfer. Notwithstanding any contrary provision of Transfer and this Lease, if ; or (vii) the Transferee is not in Landlord’s reasonable opinion consistent with Landlord’s desired tenant mix. In the event Landlord withholds or conditions its consent and Tenant or any proposed Transferee claims that Landlord has unreasonably withheld or delayed its consent to a proposed Transfer under Subsection 7(f) or otherwise has breached its obligations or acted unreasonably under this Section 147, Tenant’s and such Transferee’s only remedy their sole remedies shall be to seek a declaratory judgment and/or injunctive reliefand an injunction for the relief sought without any monetary damages, and Tenant, Tenant hereby waives all other remedies on its own behalf of itself and, to the extent permitted by lawunder all applicable laws, such on behalf of the proposed Transferee. In any such action, waives each party shall bear its own attorneys’ fees. Tenant shall indemnify, defend and hold harmless Landlord from any and all other remedies against liability, losses, claims, damages, costs, expenses, causes of action and proceedings involving any third party or parties (including without limitation Tenant’s proposed subtenant or assignee) who claim they were damaged by Landlord, including, without limitation, the right to seek monetary damages ’s wrongful withholding or to terminate this Leaseconditioning of Landlord’s consent.

Reasonable Disapproval. Landlord and Tenant hereby acknowledge that Landlord’s 's disapproval of any proposed Transfer (other than a Permitted Transfer) pursuant to Section 14.3(a) shall be deemed reasonably withheld if based upon any reasonable factor, including, without limitation, any or all of the following factors: (a) the proposed Transfer would result in more than two subleases of portions of the Premises being in effect at any one time during the Term; (b) the proposed Transferee is an existing tenant of the Project or is negotiating with Landlord (or has negotiated with submitted to Landlord or received from Landlord a written proposal to lease in the last six (6) months) for space in the Project (and Landlord, in each such case, has space available for lease in the Building of comparable size)Project; (c) the proposed Transferee is a governmental entity; (d) the portion of the Premises to be sublet or assigned is irregular in shape with inadequate means of ingress and egress; (e) the use of the Premises by the Transferee (1) is not permitted by the use provisions in Section 6 hereof, or (2) violates any exclusive use granted by Landlord to another tenant in the Building; (f) the Transfer would likely result in significant increase in the use of the parking areas or Common Areas by the Transferee’s 's employees or visitors, and/or significantly increase the demand upon services to be provided by Landlord to the Premises; (g) the Transferee is not in Landlord's reasonable opinion of reputable or good character; or (gh) the Transferee does not have the financial capability to fulfill the obligations imposed by the Transferthis Lease. Notwithstanding any contrary provision of this Lease, if Tenant or any proposed Transferee claims that Landlord has unreasonably withheld or delayed its consent to a proposed Transfer or otherwise has breached its obligations under this Section 14, Tenant’s 's and such Transferee’s 's only remedy shall be to seek a declaratory judgment and/or injunctive relief, and Tenant, on behalf of itself and, to the extent permitted by law, such proposed Transferee, Transferee waives all other remedies against Landlord, including, without limitation, the right to seek monetary damages or to terminate this LeaseLease except to the extent of any claim that such consent is withheld maliciously or in bad faith.