Common use of Standard for Approval Clause in Contracts

Standard for Approval. Landlord shall not unreasonably withhold its consent to a Transfer, provided that Tenant has complied with each and every requirement, term and condition of this Section 12. Tenant acknowledges and agrees that each requirement, term and condition in this Section 12 is a reasonable requirement, term or condition, but that the terms and conditions of this Section 12 are not an exclusive statement of the reasonable grounds on which Landlord may withhold its consent to a Transfer. Without limiting the generality of the foregoing, it shall be deemed reasonable for Landlord to withhold its consent to a Transfer if any requirement, term or condition of this Section 12 is not complied with, or: (a) the Transfer would cause Landlord to be in violation of its obligations under another lease or agreement to which Landlord is a party; (b) in Landlord’s reasonable judgment, a proposed assignee has a smaller Net Worth than Tenant has on the date of such Transfer, or is less able financially to pay the rents due under this Lease as and when they are due and payable; (c) a proposed assignee’s or subtenant’s business will impose a burden on the Property’s parking facilities, elevators, Common Areas or utilities that is greater than the burden imposed by Tenant, in Landlord’s reasonable judgment; (d) the terms of a proposed assignment or subletting will allow the proposed assignee or subtenant to exercise a right of renewal, right of expansion, right of first offer, right of first refusal or similar right held by Tenant; (e) a proposed assignee or subtenant refuses to enter into a written assignment agreement or sublease, satisfactory to Landlord in its reasonable discretion, which provides that it will abide by and assume all of the terms and conditions of this Lease for the term of any assignment or sublease and containing such other terms and conditions as Landlord reasonably deems necessary; (f) the use of the Premises by the proposed assignee or subtenant will not be identical to the Permitted Use; (g) any guarantor of this Lease refuses to consent to the Transfer or to execute a written agreement reaffirming the guaranty; (h) if requested by Landlord, the assignee or subtenant refuses to sign a non-disturbance and attornment agreement in favor of Landlord’s lender; (j) Landlord has sued or been sued by the proposed assignee or subtenant or has otherwise been involved in a legal dispute with the proposed assignee or subtenant; (k) the proposed assignee or subtenant is involved in a business which in Landlord’s reasonable judgment is not in keeping with the then current standards of the Building, or (l) the proposed assignee or subtenant is a person or entity then negotiating with Landlord for the lease of space in the Building (or any other building in the Office Park owned by an affiliate of Landlord). Tenant shall not publicly offer or advertise for any assignment or sublease at a price or rate below the prices or rates at which Landlord is then offering to lease space in the Building.

Standard for Approval. Landlord shall not unreasonably withhold its consent to a Transfer, Transfer provided that Tenant has complied with each and every requirement, term and condition of this Section 12. Tenant acknowledges and agrees that each requirement, term and condition in this Section 12 is a reasonable requirement, term or condition, but that the terms and conditions of this Section 12 are not an exclusive statement of the reasonable grounds on which Landlord may withhold its consent to a Transfer. Without limiting the generality of the foregoing, it It shall be deemed reasonable for Landlord to withhold its consent to a Transfer if any requirement, term or condition of this Section 12 is not complied with, with or: (a) the Transfer would cause Landlord to be in violation of its obligations under another lease or agreement to which Landlord is a party; (b) in Landlord’s reasonable judgment, a proposed assignee has or subtenant has, together with the net worth of the original Tenant, a smaller Net Worth net worth than Tenant has had on the date of such Transfer, this Lease was entered into with Tenant or is less able financially to pay the rents due under this Lease as and when they are due and payable; (c) a proposed assignee’s or subtenant’s business will impose a burden on the Property’s parking facilities, elevators, Common Areas or utilities that is greater than the burden imposed by Tenant, in Landlord’s reasonable judgment; (d) the terms of a proposed assignment or subletting will allow the proposed assignee or subtenant to exercise a right of renewal, right of expansion, right of first offer, right of first refusal or similar right held by Tenant; (ed) a proposed assignee or subtenant refuses to enter into a written assignment agreement or sublease, reasonably satisfactory to Landlord in its reasonable discretionLandlord, which provides that it will abide by and assume all of the terms and conditions of this Lease for the term of any assignment or sublease and containing such other terms and conditions as Landlord reasonably deems necessary; (fe) the use of the Premises by the proposed assignee or subtenant will is not be identical to the Permitted Usepermitted by this Lease; (gf) any guarantor of this Lease refuses to consent to the Transfer or to execute a written agreement reaffirming the guaranty; (g) Tenant is in default as defined in Section 13.1 at the time of the request; (h) if requested by Landlord, the assignee or subtenant refuses to sign a non-disturbance and attornment agreement in favor of Landlord’s lender; (ji) Landlord has sued or been sued by the proposed assignee or subtenant or has otherwise been involved in a legal dispute with the proposed assignee or subtenant; (kj) the proposed assignee or subtenant is involved in a business which in Landlord’s reasonable judgment is not in keeping with the then current standards of the Building, Project; or (lk) the proposed assignee or subtenant is a person governmental or quasi-governmental entity then negotiating with Landlord for the lease or an agency, department or instrumentality of space in the Building (a governmental or any other building in the Office Park owned by an affiliate of Landlord). Tenant shall not publicly offer or advertise for any assignment or sublease at a price or rate below the prices or rates at which Landlord is then offering to lease space in the Buildingquasi-governmental agency.

Standard for Approval. Landlord shall not unreasonably withhold its consent to a Transfer, Transfer provided that Tenant has complied with each and every requirement, term and condition of this Section 12. Tenant acknowledges and agrees that each requirement, term and condition in this Section 12 is a reasonable requirement, term or condition, but that the terms and conditions of this Section 12 are not an exclusive statement of the reasonable grounds on which Landlord may withhold its consent to a Transfer. Without limiting the generality of the foregoing, it It shall be deemed reasonable for Landlord to withhold its consent to a Transfer if any requirement, term or condition of this Section 12 is not complied with, with or: (a) the Transfer would cause Landlord to be in violation of its obligations under another lease or agreement to which Landlord is a party; (b) in Landlord’s reasonable judgment, a proposed assignee has a smaller Net Worth than Tenant has on the date of such Transfer, or subtenant is less not able financially to pay the rents due under this Lease as and when they are due and payable; (c) a proposed assignee’s or subtenant’s business will impose a burden on the PropertyProject’s parking facilities, elevators, Common Areas or utilities that is greater than the burden imposed by Tenant, in Landlord’s reasonable judgment; (d) the terms of a proposed assignment or subletting will allow the proposed assignee or subtenant to exercise a right of renewal, right of expansion, right of first offer, right of first refusal or similar right held by Tenant; (e) a proposed assignee or subtenant refuses to enter into a written assignment agreement or sublease, reasonably satisfactory to Landlord in its reasonable discretionLandlord, which provides that it will abide by and assume all of the terms and conditions of this Lease for the term of any assignment or sublease and containing such other terms and conditions as Landlord reasonably deems necessary; (f) the use of the Premises by the proposed assignee or subtenant will is not be identical to the Permitted Usepermitted by this Lease; (g) any guarantor of this Lease refuses to consent to the Transfer or to execute a written agreement reaffirming the guaranty; (h) Tenant is in default as defined in Section 13.1 at the time of the request; (i) if requested by Landlord, the assignee or subtenant refuses to sign a non-disturbance and attornment agreement in favor of Landlord’s lender; (j) Landlord has sued or been sued by the proposed assignee or subtenant or has otherwise been involved in a legal dispute with the proposed assignee or subtenant; (k) the proposed assignee or subtenant is involved in a business which in Landlord’s reasonable judgment is not in keeping with the then current standards of the Building, or Project; (l) the proposed assignee or subtenant is an existing tenant of the Project or is a person or entity then negotiating with Landlord for the lease of space in the Building Project; (or any other building in m) the Office Park owned by an affiliate of Landlord). Tenant shall not publicly offer or advertise for any assignment or sublease at will result in there being more than one subtenant of the Premises (e.g., the assignee or subtenant intends to use the Premises as an executive suite); (n) the assignee or subtenant is a price person or rate below the prices or rates at which entity to whom Landlord is then offering has agreed not to lease space in the BuildingProject pursuant to a lease with another tenant or (o) the assignee or subtenant is a governmental or quasi-governmental entity or an agency, department or instrumentality of a governmental or quasi-governmental agency.

Standard for Approval. Landlord shall not unreasonably withhold its consent to a Transfer, Transfer provided that Tenant has complied with each and every requirement, term and condition of this Section 12. Tenant acknowledges and agrees that each requirement, term and condition in this Section 12 is a reasonable requirement, term or condition, but that the terms and conditions of this Section 12 are not an exclusive statement of the reasonable grounds on which Landlord may withhold its consent to a Transfer. Without limiting the generality of the foregoing, it It shall be deemed reasonable for Landlord to withhold its consent to a Transfer if any requirement, term or condition of this Section 12 is not complied with, with or: (a) the Transfer would cause Landlord to be in violation of its obligations under another lease or agreement to which Landlord is a party; (b) in Landlord’s reasonable judgment, a proposed assignee or subtenant has a smaller Net Worth net worth than Tenant has had on the date of such Transfer, this Lease was entered into with Tenant or is less able financially to pay the rents due under this Lease as and when they are due and payable; (c) a proposed assignee’s or subtenant’s business will impose a materially greater burden on the PropertyProject’s parking facilities, elevators, Common Areas or utilities that is greater than the burden imposed by Tenant, in Landlord’s reasonable judgment; (d) the terms of a proposed assignment or subletting will allow the proposed assignee or subtenant to exercise a right of renewal, right of expansion, right of first offer, right of first refusal or similar right held by Tenant; (e) a proposed assignee or subtenant does not, in Landlord’s reasonable judgment, have a good credit rating; (f) a proposed assignee or subtenant refuses to enter into a written assignment agreement or sublease, reasonably satisfactory to Landlord in its reasonable discretionLandlord, which provides that it will abide by and assume all of the terms and conditions of this Lease for the term of any assignment or sublease and containing such other terms and conditions as Landlord reasonably deems necessary; (fg) the use of the Premises by the proposed assignee or subtenant will not be identical to the Permitted Useuse permitted by this Lease; (gh) the proposed assignee or subtenant is then currently a tenant of the Landlord at the Project; (i) Landlord has ever evicted or been involved in litigation with the proposed assignee or subtenant; (j) any guarantor of this Lease refuses to consent to the Transfer or to execute a written agreement reaffirming the guaranty; (hk) Tenant is in default as defined in Section 13.1 at the time of the request; (l) if requested by Landlord, the assignee or subtenant sublessee refuses to sign a non-disturbance and attornment agreement in favor of Landlord’s lender; (jm) Landlord has sued is marketing space in the Project at the time of Tenant’s request, and the terms of a proposed assignment or been sued by subletting will allow the proposed assignee or subtenant or has otherwise been involved to pay a base rent less than the prevailing base rent being charged new tenants in a legal dispute with the proposed assignee or subtenantBuilding at the time of such Transfer; (k) the proposed assignee or subtenant is involved in a business which in Landlord’s reasonable judgment is not in keeping with the then current standards of the Building, or (ln) the proposed assignee or subtenant is a person or entity then then, or during the prior six (6) months, negotiating with Landlord for the lease of space in the Building (or any other building in the Office Park owned by an affiliate of Landlord). Tenant shall not publicly offer or advertise for any assignment or sublease at a price or rate below the prices or rates at which Landlord is then offering to lease space in the BuildingProject.

Standard for Approval. Landlord shall not unreasonably withhold its consent to a Transfer, Transfer provided that Tenant has complied with each and every requirement, term and condition of this Section 12. Tenant acknowledges and agrees that each requirement, term and condition in this Section 12 is a reasonable requirement, term or condition, but that the terms and conditions of this Section 12 are not an exclusive statement of the reasonable grounds on which Landlord may withhold its consent to a Transfer. Without limiting the generality of the foregoing, it It shall be deemed reasonable for Landlord to withhold its consent to a Transfer if any requirement, term or condition of this Section 12 is not complied with, with or: (a) the Transfer would cause Landlord to be in violation of its obligations under another lease or agreement to which Landlord is a party; (b) in Landlord’s 's reasonable judgment, a proposed assignee has a smaller Net Worth than Tenant has on the date of such Transfer, or subtenant is less able not financially to pay the rents due under this Lease as and when they are due and payablesound or responsible; (c) a proposed assignee’s 's or subtenant’s 's business will impose a burden on the Property’s Office Park's parking facilities, elevators, Common Areas or utilities that is greater than the burden imposed by Tenant, in Landlord’s 's reasonable judgment; (d) the terms of a proposed assignment or subletting will allow the proposed assignee or subtenant to exercise a right of renewal, right of expansion, right of first offer, right of first refusal or similar right held by Tenant; (e) a proposed assignee or subtenant refuses to enter into a commercially reasonable written assignment agreement or sublease, satisfactory to Landlord in its reasonable discretion, which provides that it will abide by and assume all of the terms and conditions of this Lease for the term of any assignment or sublease and containing such other terms and conditions as Landlord reasonably deems necessary; (f) the use of the Premises by the proposed assignee or subtenant will not be identical to the Permitted Usea use permitted by this Lease; (g) any guarantor of this Lease refuses to consent to the Transfer or to execute a written agreement reaffirming the guaranty; (h) Tenant is in default as defined in Section 13.1 at the time of the request; (i) if requested by Landlord, the assignee or subtenant refuses to sign a commercially reasonable non-disturbance and attornment agreement in favor of Landlord’s 's lender; (j) Landlord has sued or been sued by the proposed assignee or subtenant or has otherwise been involved in a legal dispute with the proposed assignee or subtenant; (k) the proposed assignee or subtenant is involved in a business which in Landlord’s reasonable judgment is not in keeping with the then current standards of the Building, Office Park; or (l) the proposed assignee or subtenant is an existing tenant or subtenant of the Office Park or is a person or entity then negotiating with Landlord for the lease of space in the Building (or any other building in the Office Park owned by an affiliate of Landlord). Tenant shall not publicly offer or advertise for any assignment or sublease at a price or rate below the prices or rates at which Landlord is then offering to lease space in the BuildingPark.

Standard for Approval. Landlord shall not unreasonably withhold its consent to a Transfer, Transfer provided that Tenant has complied with each and every requirement, term and condition of this Section 12. Tenant acknowledges and agrees that each requirement, term and condition in this Section 12 is a reasonable requirement, term or condition, but that the terms and conditions of this Section 12 are not an exclusive statement of the reasonable grounds on which Landlord may withhold its consent to a Transfer. Without limiting the generality of the foregoing, it It shall be deemed reasonable for Landlord to withhold its consent to a Transfer if any requirement, term or condition of this Section 12 is not complied with, with or: (a) the Transfer would cause Landlord to be in violation of its obligations under another lease or agreement to which Landlord is a party; (b) in Landlord’s 's reasonable judgment, a proposed assignee or subtenant has a smaller Net Worth net worth than Tenant has had on the date of such Transfer, this Lease was entered into with Tenant or is less able financially to pay the rents due under this Lease as and when they are due and payable; (c) a proposed assignee’s 's or subtenant’s 's business will impose a burden on the Property’s Project's parking facilities, elevators, Common Areas or utilities that is greater than the burden imposed by Tenant, in Landlord’s 's reasonable judgment; (d) the terms of a proposed assignment or subletting will allow the proposed assignee or subtenant to exercise a right of renewal, right of expansion, right of first offer, right of first refusal or similar right held by Tenant; (e) a proposed assignee or subtenant does not, in Landlord's reasonable judgment, have a good credit rating; (f) a subletting shall be for less than the entirety of the Premises or for less than the entire unexpired Term of the Lease; (g) a proposed assignee or subtenant refuses to enter into a written assignment agreement or sublease, reasonably satisfactory to Landlord in its reasonable discretionLandlord, which provides that it will abide by and assume all of the terms and conditions of this Lease for the term of any assignment or sublease and containing such other terms and conditions as Landlord reasonably deems necessary; (fh) the use of the Premises by the proposed assignee or subtenant will not be identical to the Permitted Useuse permitted by this Lease; (gi) Landlord has ever evicted or been involved in litigation with the proposed assignee or subtenant; (j) any guarantor of this Lease refuses to consent to the Transfer or to execute a written agreement reaffirming the guaranty; (hk) Tenant is in default as defined in Section 13.1 at the time of the request; (l) if requested by Landlord, the assignee or subtenant sublessee refuses to sign a non-disturbance and attornment agreement in favor of Landlord’s 's lender; (j) Landlord has sued or been sued by the proposed assignee or subtenant or has otherwise been involved in a legal dispute with the proposed assignee or subtenant; (km) the proposed assignee or subtenant is involved in a business which in Landlord’s reasonable judgment is not in keeping with the then current standards an existing tenant of the BuildingProject or otherwise occupies or utilizes any portion of space in the Project for the conduct of its business, or (l) the proposed assignee or subtenant is a person or entity then negotiating with Landlord for the lease of space in the Building Project, or is a successor, assignee, or purchaser of any tenant of the Project or otherwise arising from a tenant's bankruptcy proceedings; (n) the assignee or any other building subtenant is a governmental or quasi-governmental entity or an agency, department or instrumentality of a governmental or quasi-governmental agency; or (o) the terms of a proposed assignment or subletting will allow the proposed assignee or subtenant to pay a base rent less than the prevailing rental rate in the Office Park owned by an affiliate Building at the time of Landlord). Tenant shall not publicly offer or advertise for any assignment or sublease at a price or rate below the prices or rates at which Landlord is then offering Tenant’s request to lease space in the Buildingsuch Transfer.

Standard for Approval. Landlord shall not unreasonably withhold --------------------- its consent to a Transfer, Transfer provided that Tenant has complied with each and every requirement, term and condition of this Section 1210. Tenant acknowledges and agrees that each requirement, term and condition in this Section 12 10 is a reasonable requirement, term or condition, but that the terms and conditions of this Section 12 are not an exclusive statement of the reasonable grounds on which Landlord may withhold its consent to a Transfer. Without limiting the generality of the foregoing, it It shall be deemed reasonable for Landlord to withhold its consent to a Transfer if any requirement, term or condition of this Section 12 10 is not complied with, with or: (ai) the Transfer would cause Landlord to be in violation of its obligations under another lease or agreement to which Landlord is a party; (bii) in Landlord’s 's reasonable judgment, a proposed assignee has a smaller Net Worth net worth than Tenant has had on the date of such Transfer, this Lease was entered into with Tenant or is less able financially to pay the rents due under this Lease as and when they are due and payable; (ciii) a proposed assignee’s 's or subtenant’s 's business will impose a an unreasonable burden on the Property’s Building's parking facilities, elevators, Common Areas or utilities that is greater than the burden imposed by Tenant, in Landlord’s 's reasonable judgment; (div) the terms of a proposed assignment or subletting will allow the proposed assignee or subtenant to exercise a right of renewal, right of expansion, right of first offer, right of first refusal or similar right held by Tenant; (ev) a proposed assignee or subtenant refuses to enter into a written assignment agreement or sublease, reasonably satisfactory to Landlord in its reasonable discretionLandlord, which provides that it will abide by and assume all of the applicable terms and conditions of this Lease for the term of any assignment or sublease and containing such other terms and conditions as Landlord reasonably deems necessary; (fvi) the use of the Leased Premises by the proposed assignee or subtenant will not be identical to for the Permitted Useuse permitted by this Lease; (gvii) any guarantor of this Lease refuses to consent to the Transfer or to execute a written agreement reaffirming the guaranty; (hviii) Tenant is in default as defined in Section 11 at the time of the request; (ix) if requested by Landlord, the assignee or subtenant refuses to sign a non-disturbance and attornment agreement in favor of Landlord’s lender's lender in form and substance substantially similar to that signed by Tenant; (jx) Landlord has sued or been sued by the proposed assignee or subtenant or has otherwise been involved in a legal dispute with the proposed assignee or subtenant; (kxi) the proposed assignee or subtenant is involved in a business which in Landlord’s reasonable judgment is not in keeping with the then current standards of the Building, or ; (lxii) the proposed assignee or subtenant is an existing tenant of the Building which Landlord has the capacity to, and desires to, expand or relocate in the Building or is a person or entity then negotiating with Landlord for the lease of space in the Building Building; (or any other building in xiii) the Office Park owned by an affiliate of Landlord). Tenant shall not publicly offer or advertise for any assignment or sublease at a price or rate below the prices or rates at which Landlord is then offering to lease space will result in the BuildingLeased Premises being used as an executive suite; or (xiv) the assignee or subtenant is a governmental or quasi-governmental entity or an agency, department or instrumentality of a governmental or quasi-governmental agency.

Standard for Approval. Landlord shall not unreasonably withhold its consent to a Transfer, provided that Tenant has complied with each and every requirement, term and condition of this Section 12. Tenant acknowledges and agrees that each requirement, term and condition in this Section 12 13 is a reasonable requirement, term or condition, but and that the terms and conditions of this Section 12 are not an exclusive statement of the reasonable grounds on which Landlord may withhold its consent to a Transfer. Without limiting the generality of the foregoing, it shall be deemed reasonable for Landlord to withhold its consent to a Transfer if any requirement, term or condition of this Section 12 13 is not complied with, with or: (a) the Transfer would cause Landlord to be in violation of its obligations under another lease or any other agreement to which Landlord is a party; (b) in Landlord’s reasonable judgment, a proposed assignee has a smaller Net Worth than Tenant has on the date of such Transfer, or is less not able financially to pay the rents due under this Lease as and when they are due and payable; (c) a proposed assignee’s or subtenant’s business will impose a burden on the Property’s parking facilities, elevators, Common Areas or utilities that is greater than the burden imposed by Tenant, in Landlord’s reasonable judgment; (d) the terms of a proposed assignment or subletting will allow the proposed assignee or subtenant to exercise a right of renewal, right of expansion, right of first offer, right of first refusal or similar right held by Tenant; (e) a proposed assignee or subtenant refuses to enter into a written assignment agreement or subleasesublease or other agreement, reasonably satisfactory to Landlord in its reasonable discretionLandlord, which provides that it will abide by and assume all of the terms and conditions of this Lease for the term of any assignment or sublease and containing such other terms and conditions as which Landlord reasonably deems necessarymay deem necessary in its reasonable and good faith judgment; (fd) the use of the Premises by the proposed assignee or subtenant will not be identical to the Permitted Usea use permitted by this Lease; (ge) any guarantor an Event of this Lease refuses to consent to the Transfer or to execute a written agreement reaffirming the guarantyDefault by Tenant then exists, as defined at Section 14 hereof; (hf) if requested by Landlord, the assignee or subtenant refuses to sign a non-disturbance and attornment agreement in favor of Landlord’s lender (containing terms substantially similar in all material respects with the form of non-disturbance and attornment agreement signed by Tenant, if any, with such lender); (jg) Landlord has sued or been sued by the proposed assignee or subtenant or has otherwise been involved in a legal dispute with the proposed assignee or subtenant; or (kh) the proposed assignee or subtenant is involved in a business which in Landlord’s reasonable judgment is not in keeping with the then current standards of the Building, or (l) the proposed assignee or subtenant is a person governmental or quasi-governmental entity then negotiating with Landlord for the lease or an agency, department or instrumentality of space in the Building (a governmental or any other building in the Office Park owned by an affiliate of Landlord). Tenant shall not publicly offer or advertise for any assignment or sublease at a price or rate below the prices or rates at which Landlord is then offering to lease space in the Buildingquasi-governmental agency.

Standard for Approval. Landlord shall not unreasonably withhold its consent to a Transfer, Transfer provided that Tenant has complied with each and every requirement, term and condition of this Section 12. Tenant acknowledges and agrees that each requirement, term and condition in this Section 12 is a reasonable requirement, term or condition, but that the terms and conditions of this Section 12 are not an exclusive statement of the reasonable grounds on which Landlord may withhold its consent to a Transfer. Without limiting the generality of the foregoing, it It shall be deemed reasonable for Landlord to withhold its consent to a Transfer if any requirement, term or condition of this Section 12 is not complied with, with or: (a) the Transfer would cause Landlord to be in violation of its obligations under another lease or agreement to which Landlord is a party; (b) in Landlord’s 's reasonable judgment, a proposed assignee has a smaller Net Worth net worth than Tenant has had on the date of such Transfer, this Lease was entered into with Tenant or is less able financially to pay the rents due under this Lease as and when they are due and payable; (c) a proposed assignee’s 's or subtenant’s 's business will impose a burden on the Property’s Project's parking facilities, elevators, Common Areas or utilities that is greater than the burden imposed by Tenant, in Landlord’s 's reasonable judgment; (d) the terms of a proposed assignment or subletting will allow the proposed assignee or subtenant to exercise a right of renewal, right of expansion, right of first offer, right of first refusal or similar right held by Tenant; (e) a proposed assignee or subtenant refuses to enter into a written assignment agreement or sublease, reasonably satisfactory to Landlord in its reasonable discretionLandlord, which provides that it will abide by and assume all of the terms and conditions of this Lease for the term of any assignment or sublease and containing such other terms and conditions as Landlord reasonably deems necessary; (f) the use of the Premises by the proposed assignee or subtenant will not be identical to the Permitted Useuse permitted by this Lease; (g) any guarantor of this Lease refuses to consent to the Transfer or to execute a written agreement reaffirming the guaranty; (h) Tenant is in default as defined in Section 13.1 at the time of the request after the expiration of all applicable notice and cure periods; (i) if requested by Landlord, the assignee or subtenant refuses to sign a non-disturbance and attornment agreement in favor of Landlord’s 's lender; (j) Landlord has sued or been sued by the proposed assignee or subtenant or has otherwise been involved in a legal dispute with the proposed assignee or subtenant; (k) the proposed assignee or subtenant is involved in a business which in Landlord’s reasonable judgment is not in keeping with the then current standards of the Building, or Project; (l) the proposed assignee or subtenant is an existing tenant of the Project or is a person or entity then negotiating with Landlord for the lease of space in the Building Project; (or any other building in m) the Office Park owned by an affiliate of Landlord). Tenant shall not publicly offer or advertise for any assignment or sublease at will result in there being more than one subtenant of the Premises (e.g., the assignee or subtenant intends to use the Premises as an executive suite); (n) the assignee or subtenant is a price governmental or quasi-governmental entity or an agency, department or instrumentality of a governmental or quasi-governmental agency; or (o) the terms of a proposed assignment or subletting will allow the proposed assignee or subtenant to pay a base rent less than the prevailing rental rate below the prices or rates at which Landlord is then offering to lease space in the BuildingBuilding at the time of Tenant's request to such Transfer.

Standard for Approval. Landlord shall not unreasonably withhold its consent to a Transfer, Transfer provided that Tenant Txxxxx has complied with each and every requirement, term and condition of this Section 12. Tenant acknowledges and agrees that each requirement, term and condition in this Section 12 is a reasonable requirement, term or condition, but that the terms and conditions of this Section 12 are not an exclusive statement of the reasonable grounds on which Landlord may withhold its consent to a Transfer. Without limiting the generality of the foregoing, it It shall be deemed reasonable for Landlord to withhold its consent to a Transfer if any requirement, term or condition of this Section 12 is not complied with, with or: (a) the Transfer would cause Landlord to be in violation of its obligations under another lease or agreement to which Landlord is a party; (b) in Landlord’s 's reasonable judgment, a proposed assignee or subtenant has a smaller Net Worth net worth than Tenant has had on the date of such Transfer, this Lease was entered into with Tenant or is less able financially to pay the rents due under this Lease as and when they are due and payable; (c) a proposed assignee’s 's or subtenant’s 's business will impose a burden on the Property’s Project's parking facilities, elevators, Common Areas or utilities that is greater than the burden imposed by TenantTxxxxx, in Landlord’s 's reasonable judgment; (d) the terms of a proposed assignment or subletting will allow the proposed assignee or subtenant to exercise a right of renewal, right of expansion, right of first offer, right of first refusal or similar right held by TenantTxxxxx; (e) a proposed assignee or subtenant refuses to enter into a written assignment agreement or sublease, reasonably satisfactory to Landlord in its reasonable discretionLandlord, which provides that it will abide by and assume all of the terms and conditions of this Lease for the term of any assignment or sublease and containing such other terms and conditions as Landlord reasonably deems necessary; (f) the use of the Premises by the proposed assignee or subtenant will is not be identical to the Permitted Usepermitted by this Lease; (g) any guarantor of this Lease refuses to consent to the Transfer or to execute a written agreement reaffirming the guaranty; (h) Tenant is in default as defined in Section 13.1 at the time of the request; (i) if requested by LandlordLxxxxxxx, the assignee or subtenant refuses to sign a non-disturbance and attornment agreement in favor of Landlord’s Lxxxxxxx's lender; (j) Landlord has sued or been sued by the proposed assignee or subtenant or has otherwise been involved in a legal dispute with the proposed assignee or subtenant; (k) the proposed assignee or subtenant is involved in a business which in Landlord’s reasonable judgment is not in keeping with the then current standards of the Building, or Project; (l) the proposed assignee or subtenant is an existing tenant of the Project or is a person or entity then negotiating with Landlord for the lease of space in the Building Project; (or any other building in m) the Office Park owned by an affiliate of Landlord). Tenant shall not publicly offer or advertise for any assignment or sublease at will result in there being more than one subtenant of the Premises (e.g., the assignee or subtenant intends to use the Premises as an executive suite); (n) the assignee or subtenant is a price person or rate below the prices or rates at which entity to whom Landlord is then offering has agreed not to lease space in the BuildingProject pursuant to a lease with another tenant or (o) the assignee or subtenant is a governmental or quasi-governmental entity or an agency, department or instrumentality of a governmental or quasi-governmental agency.

Standard for Approval. Landlord shall not unreasonably withhold withhold, condition or delay its consent to a Transfer, Transfer provided that Tenant has complied with each and every requirement, term and condition of this Section 12. Tenant acknowledges and agrees that each requirement, term and condition in this Section 12 is a reasonable requirement, term or condition, but that the terms and conditions of this Section 12 are not an exclusive statement of the reasonable grounds on which Landlord may withhold its consent to a Transfer. Without limiting the generality of the foregoing, it It shall be deemed reasonable for Landlord to withhold its consent to a Transfer if any requirement, term or condition of this Section 12 is not complied with, with or: (ai) the Transfer would cause Landlord to be in violation of its obligations under another lease or agreement to which Landlord is a party; (bii) in Landlord’s 's reasonable judgment, a proposed assignee has or subtenant is not a smaller Net Worth than Tenant has on the date of such Transfer, or is less able financially to pay the rents due under this Lease as and when they are due and payablecreditworthy party; (ciii) a proposed assignee’s 's or subtenant’s 's business will impose a burden on the Property’s Building's parking facilities, elevators, Common Areas or utilities that is greater than the burden imposed by Tenant, in Landlord’s 's reasonable judgment; (d) the terms of a proposed assignment or subletting will allow the proposed assignee or subtenant to exercise a right of renewal, right of expansion, right of first offer, right of first refusal or similar right held by Tenant; (eiv) a proposed assignee or subtenant refuses to enter into a written assignment agreement or sublease, reasonably satisfactory to Landlord in its reasonable discretionLandlord, which provides that it will abide by and assume all of the terms and conditions of this Lease for the term of any assignment or sublease and containing such other terms and conditions as Landlord reasonably deems necessary; (fv) the use of the Premises by the proposed assignee or subtenant will be for a use not be identical to the Permitted Usepermitted by this Lease; (gvi) any guarantor of this Lease refuses to consent to the Transfer or to execute a written agreement reaffirming the guaranty; (hvii) Tenant is in default as defined in Section 13.1 at the time of the request; (viii) if requested by Landlord, the assignee or subtenant refuses to sign a non-disturbance and attornment agreement in favor of Landlord’s 's lender; (jix) Landlord has sued or been sued by the proposed assignee or subtenant or has otherwise been involved in a legal dispute with the proposed assignee or subtenant; (kx) the proposed assignee or subtenant is involved in a business which in Landlord’s reasonable judgment is not in keeping with the then current standards of the Building, or ; (lxi) the proposed assignee or subtenant is a person or entity then negotiating with Landlord for the lease of space in the Building Building; or (or any other building in xii) the Office Park owned by an affiliate terms of Landlord). Tenant shall not publicly offer or advertise for any a proposed assignment or sublease subletting will allow the proposed assignee or subtenant to pay a rent less than the rental rate of the Tenant at a price or rate below the prices or rates at which Landlord is then offering time of Tenant’s request to lease space in such Transfer, unless Tenant agrees to pay the Buildingdifference.

Standard for Approval. Landlord shall not unreasonably withhold its consent to a Transfer, Transfer provided that Tenant has complied with each and every requirement, term and condition of this Section 12. Tenant acknowledges and agrees that each requirement, term and condition in this Section 12 is a reasonable requirement, term or condition, but that the terms and conditions of this Section 12 are not an exclusive statement of the reasonable grounds on which Landlord may withhold its consent to a Transfer. Without limiting the generality of the foregoing, it It shall be deemed reasonable for Landlord to withhold its consent to a Transfer if any requirement, term or condition of this Section 12 is not complied with, with or: (a) the Transfer would cause Landlord to be in violation of its obligations under another lease or agreement to which Landlord is a party; (b) in Landlord’s 's reasonable judgment, a proposed assignee or subtenant has a smaller Net Worth net worth than Tenant has had on the date of such Transfer, this Lease was entered into with Tenant or is less able financially to pay the rents due under this Lease as and when they are due and payable; (c) a proposed assignee’s 's or subtenant’s 's business will impose a burden on the Property’s Project's parking facilities, elevators, Common Areas or utilities that is materially greater than the burden imposed by Tenant, in Landlord’s 's reasonable judgment; (d) the terms of a proposed assignment or subletting will allow the proposed assignee or subtenant to exercise a right of renewal, right of expansion, right of first offer, right of first refusal or similar right held by Tenant; (e) a proposed assignee or subtenant does not, in Landlord's reasonable judgment, have a good credit rating; (f) a subletting shall be for less than the entirety of the Premises or for less than the entire unexpired Term of the Lease; (g) a proposed assignee or subtenant refuses to enter into a written assignment agreement or sublease, reasonably satisfactory to Landlord in its reasonable discretionLandlord, which provides that it will abide by and assume all of the terms and conditions of this Lease for the term of any assignment or sublease and containing such other terms and conditions as Landlord reasonably deems necessary; (fh) the use of the Premises by the proposed assignee or subtenant will not be identical to the Permitted Useuse permitted by this Lease; (gi) the proposed assignee or subtenant is then currently a tenant of the Landlord at the Project; (j) Landlord has ever evicted or been involved in litigation with the proposed assignee or subtenant; (k) any guarantor of this Lease refuses to consent to the Transfer or to execute a written agreement reaffirming the guaranty; (hl) Tenant is in default as defined in Section 13.1 at the time of the request; (m) if requested by Landlord, the assignee or subtenant sublessee refuses to sign a non-disturbance and attornment agreement in favor of Landlord’s 's lender; (jn) Landlord is marketing space in the Project at the time of Tenant’s request and Tenant has sued marketed or been sued by advertised space for sublet in the proposed assignee or subtenant or has otherwise been involved Premises at a base rent less than the advertised base rent being charged new tenants in a legal dispute with the proposed assignee or subtenantBuilding at the time of such Transfer; (k) the proposed assignee or subtenant is involved in a business which in Landlord’s reasonable judgment is not in keeping with the then current standards of the Building, or (lo) the proposed assignee or subtenant is a person or entity then then, or during the prior six (6) months, negotiating with Landlord for the lease of space in the Building (or any other building in the Office Park owned by an affiliate of Landlord). Tenant shall not publicly offer or advertise for any assignment or sublease at a price or rate below the prices or rates at which Landlord is then offering to lease space in the BuildingProject.

Standard for Approval. Landlord shall not unreasonably withhold its consent to a Transfer, Transfer provided that Tenant has complied with each and every requirement, term and condition of this Section section 12. Tenant acknowledges and agrees that each requirement, term and condition in this Section section 12 is a reasonable requirement, term or condition, but that the terms and conditions of this Section 12 are not an exclusive statement of the reasonable grounds on which Landlord may withhold its consent to a Transfer. Without limiting the generality of the foregoing, it It shall be deemed reasonable for Landlord to withhold its consent to a Transfer if any requirement, term or condition of this Section section 12 is not complied with, with or: (a) the Transfer would cause Landlord to be in violation of its obligations under another lease or agreement to which Landlord is a party; (b) in Landlord’s 's reasonable judgment, a proposed assignee or subtenant has a smaller Net Worth net worth than Tenant has had on the date of such Transfer, this Lease was entered into with Tenant or is less able financially to pay the rents due under this Lease as and when they are due and payable; (c) a proposed assignee’s 's or subtenant’s 's business will impose a burden on the Property’s Project's parking facilities, elevators, Common Areas or utilities that is greater than the burden imposed by Tenant, in Landlord’s 's reasonable judgment; (d) the terms of a proposed assignment or subletting will allow the proposed assignee or subtenant to exercise a right of renewal, right of expansion, right of first offer, right of first refusal or similar right held by Tenant; (e) a proposed assignee or subtenant refuses to enter into a written assignment agreement or sublease, reasonably satisfactory to Landlord in its reasonable discretionLandlord, which provides that it will abide by and assume all of the terms and conditions of this Lease (subject to section 12.4(k)) for the term of any assignment or sublease and containing such other terms and conditions as Landlord reasonably deems necessary; (f) the use of the Premises by the proposed assignee or subtenant will not be identical to the Permitted Useuse permitted by this Lease; (g) any guarantor of this Lease refuses to consent to the Transfer or to execute a written agreement reaffirming the guaranty; (h) Tenant is in default as defined in section 13.1 at the time of the request; (i) if requested by Landlord, the assignee or subtenant refuses to sign a non-disturbance and attornment agreement in favor of Landlord’s 's lender; (j) Landlord has sued or been sued by the proposed assignee or subtenant or has otherwise been involved in a legal dispute with the proposed assignee or subtenant; (k) the proposed assignee or subtenant is involved in a business which in Landlord’s reasonable judgment is not in keeping with the then current standards of the Building, or Project; (l) the proposed assignee or subtenant is an existing tenant of the Project or is a person or entity then negotiating with Landlord for the lease of space in the Building Project; (or any other building in m) the Office Park owned by an affiliate of Landlord). Tenant shall not publicly offer or advertise for any assignment or sublease at will result in there being more than one subtenant of the Premises (e.g., the assignee or subtenant intends to use the Premises as an executive suite); or (n) the assignee or subtenant is a price governmental or rate below the prices quasi-governmental entity or rates at which Landlord is then offering to lease space in the Buildingan agency, department or instrumentality of a governmental or quasi-governmental agency.

Standard for Approval. Landlord shall not unreasonably withhold withhold, condition or delay its consent to a Transfer, Transfer provided that Tenant has complied with each and every requirement, term and condition of this Section 12. Tenant acknowledges and agrees that each requirement, term and condition in this Section 12 is a reasonable requirement, term or condition, but that the terms and conditions of this Section 12 are not an exclusive statement of the reasonable grounds on which Landlord may withhold its consent to a Transfer. Without limiting the generality of the foregoing, it It shall be deemed reasonable for Landlord to withhold its consent to a Transfer if any requirement, term or condition of this Section 12 is not complied with, with or: (a) the Transfer would cause Landlord to be in violation of its obligations under another lease or agreement to which Landlord is a party; (b) in Landlord’s 's reasonable judgment, a proposed assignee or subtenant has a smaller Net Worth net worth than Tenant has had on the date of such Transfer, this Lease was entered into with Tenant or is less able financially to pay the rents due under this Lease as and when they are due and payable; (c) a proposed assignee’s 's or subtenant’s 's business will impose a burden on the Property’s Project's parking facilities, elevators, Common Areas or utilities that is greater than the burden imposed by Tenant, in Landlord’s 's reasonable judgment; (d) the terms of a proposed assignment or subletting will allow the proposed assignee or subtenant to exercise a right of renewal, right of expansion, right of first offer, right of first refusal or similar right held by Tenant; (e) a proposed assignee or subtenant refuses to enter into a written assignment agreement or sublease, reasonably satisfactory to Landlord in its reasonable discretionLandlord, which provides that it will abide by and assume all of the terms and conditions of this Lease for the term of any assignment or sublease and containing such other terms and conditions as Landlord reasonably deems necessary; (f) the use of the Premises by the proposed assignee or subtenant will not be identical to the Permitted Useuse permitted by this Lease; (g) any guarantor of this Lease refuses to consent to the Transfer or to execute a written agreement reaffirming the guaranty; (h) Tenant is in default as defined in Section 13.1 at the time of the request; (i) if requested by Landlord, the assignee or subtenant refuses to sign a non-disturbance and attornment agreement in favor of Landlord’s 's lender; (j) Landlord has sued or been sued by the proposed assignee or subtenant or has otherwise been involved in a legal dispute with the proposed assignee or subtenant; (k) the proposed assignee or subtenant is involved in a business which in Landlord’s reasonable judgment is not in keeping with the then current standards of the Building, or Project; (l) the proposed assignee or subtenant is an existing tenant of the Project or is a person or entity then negotiating with Landlord for the lease of space in the Building Project; (or any other building in m) the Office Park owned by an affiliate of Landlord). Tenant shall not publicly offer or advertise for any assignment or sublease at will result in there being more than one subtenant of the Premises (e.g., the assignee or subtenant intends to use the Premises as an executive suite); (n) the assignee or subtenant is a price governmental or quasi-governmental entity or an agency, department or instrumentality of a governmental or quasi-governmental agency; or (o) the terms of a proposed assignment or subletting will allow the proposed assignee or subtenant to pay a base rent less than the prevailing rental rate below the prices or rates at which Landlord is then offering to lease space in the BuildingBuilding at the time of Tenant’s request to such Transfer.

Standard for Approval. Landlord shall not unreasonably withhold its consent to a Transfer, Transfer provided that Tenant has complied with each and every requirement, term and condition of this Section section 12. Tenant acknowledges and agrees that each requirement, term and condition in this Section section 12 is a reasonable requirement, term or condition, but that the terms and conditions of this Section 12 are not an exclusive statement of the reasonable grounds on which Landlord may withhold its consent to a Transfer. Without limiting the generality of the foregoing, it It shall be deemed reasonable for Landlord to withhold its consent to a Transfer if any requirement, term or condition of this Section section 12 is not complied with, with or: (a) the Transfer would cause Landlord to be in violation of its obligations under another lease or agreement to which Landlord is a party; (b) in Landlord’s reasonable judgment, a proposed assignee has a smaller Net Worth net worth than Tenant has had on the date of such Transfer, this Lease was entered into with Tenant or is less able financially to pay the rents due under this Lease as and when they are due and payable; (c) a proposed assignee’s or subtenant’s business will impose a burden on the PropertyProject’s parking facilities, elevators, Common Areas or utilities that is greater than the burden imposed by Tenant, in Landlord’s reasonable judgment; (d) the terms of a proposed assignment or subletting will allow the proposed assignee or subtenant to exercise a right of renewal, right of expansion, right of first offer, right of first refusal or similar right held by Tenant; (e) a proposed assignee or subtenant refuses to enter into a written assignment agreement or sublease, reasonably satisfactory to Landlord in its reasonable discretionLandlord, which provides that it will abide by and assume all of the terms and conditions of this Lease for the term of any assignment or sublease and containing such other terms and conditions as Landlord reasonably deems necessary; (f) the use of the Premises by the proposed assignee or subtenant will not be identical to the Permitted Useuse permitted by this Lease; (g) any guarantor of this Lease refuses to consent to the Transfer or to execute a written agreement reaffirming the guaranty; (h) there is an uncured default by Tenant under section 13.1 at the time of the request; (i) if requested by Landlord, the assignee or subtenant refuses to sign a commercially reasonable non-disturbance and attornment agreement in favor of Landlord’s lender; (j) Landlord has sued or been sued by the proposed assignee or subtenant or has otherwise been involved in a legal dispute with the proposed assignee or subtenant; (k) the proposed assignee or subtenant is involved in a business which in Landlord’s reasonable judgment is not in keeping with the then current standards of the Building, or Project; (lI) the proposed assignee or subtenant is an existing tenant of the Project or is a person or entity then negotiating with Landlord for the lease of space in the Building Project; (or any other building in m) the Office Park owned by an affiliate of Landlord). Tenant shall not publicly offer or advertise for any assignment or sublease at will result in there being more than four (4) subtenants of the Premises (e.g., the assignee or subtenant intends to use the Premises as an executive suite); (n) the assignee or subtenant is a price person or rate below the prices or rates at which entity to whom Landlord is then offering has agreed not to lease space in the BuildingBuilding pursuant to a lease with another tenant (lists of such persons or entities are available upon request) or (o) the assignee or subtenant is a governmental or quasi-governmental entity or an agency, department or instrumentality of a governmental or quasi-governmental agency.

Standard for Approval. Landlord shall not unreasonably withhold withhold, condition or delay its consent to a Transfer, provided that Tenant has complied with each and every requirement, term and condition of this Section 12. Tenant acknowledges and agrees that each requirement, term and condition in this Section 12 is a reasonable requirement, term or condition, but that the terms and conditions of this Section 12 are not an exclusive statement of the reasonable grounds on which Landlord may withhold its consent to a Transfer. Without limiting the generality of the foregoing, it shall be deemed reasonable for Landlord to withhold its consent to a Transfer if any requirement, term or condition of this Section 12 is not complied with, or: (a) the Transfer would cause Landlord to be in violation of its obligations under another lease or agreement to which Landlord is a party; (b) in Landlord’s reasonable judgment, a proposed assignee or subtenant has a smaller Net Worth than Tenant has had on the date of such Transferthis Lease, or or, in Landlord’s sole but reasonable judgment, is less able financially to pay the rents due under this Lease as and when they are due and payable; (c) a proposed assignee’s or subtenant’s business will impose a burden on the Property’s parking facilities, elevators, Common Areas or utilities that is greater than the burden imposed by Tenant, in Landlord’s reasonable judgment; (d) the terms of a proposed assignment or subletting will allow the proposed assignee or subtenant (unless the Assignee is an Affiliate of Tenant) to exercise a right of renewal, right of expansion, right of first offer, right of first refusal or similar right held by Tenant; (e) a proposed assignee or subtenant refuses to enter into a written assignment agreement or subleaseagreement, satisfactory to Landlord in its reasonable discretion, which provides that it will abide by and assume all of the terms and conditions of this Lease for the term of any assignment or sublease and containing such other terms and conditions as Landlord reasonably deems necessarynecessary or appropriate; (f) the use of the Premises by the proposed assignee or subtenant will not be identical to consistent with the Permitted Use; (g) any then-existing guarantor of this Lease refuses to consent to the Transfer or to execute a written agreement reaffirming the guaranty; (h) there exists at the time of the request by Tenant an Event of Default on the part of Tenant under this Lease (or a failure by Tenant to make any required payment or perform any obligation, of which failure Tenant has received notice and which, with the passage of time, would constitute an Event of Default), or there shall have existed more than two Events of Default during the Term of this Lease; (i) if requested by Landlord, the assignee or subtenant refuses to sign a non-disturbance and attornment agreement in favor of Landlord’s lenderlender as provided in Section 26 of this Lease; (j) Landlord has sued or been sued by the proposed assignee or subtenant or has otherwise been involved in a legal dispute with the proposed assignee or subtenant; (k) the proposed assignee or subtenant is involved in a business which in Landlord’s reasonable judgment is not in keeping with the then current standards of the Building, ; (l) if Landlord or an affiliate of Landlord has space available for lease in the Building and the proposed assignee or subtenant is an existing tenant or subtenant of the Building; or (lm) the proposed assignee or subtenant is a person or entity then negotiating with Landlord for the lease of space in the Building (as evidenced by the exchange of one or any other building in more written proposals within the Office Park owned by an affiliate of Landlordthree month period preceding Tenant’s request for consent). Tenant shall not publicly offer or advertise for any assignment or sublease at a price or rate below the prices or rates at which Landlord is then offering to lease space in the Building.

Standard for Approval. Landlord shall not unreasonably withhold withhold, condition or delay its consent to a Transfer, Transfer provided that Tenant has complied with each and every requirement, term and condition of this Section 12. Tenant acknowledges and agrees that each requirement, term and condition in this Section 12 is a reasonable requirement, term or condition, but that the terms and conditions of this Section 12 are not an exclusive statement of the reasonable grounds on which Landlord may withhold its consent to a Transfer. 10 Without limiting the generality of the foregoinglimitation, it shall be deemed reasonable for Landlord to withhold its consent to a Transfer if any requirement, term or condition of this Section 12 10 is not complied with, with in all material respects or: (ai) the Transfer would cause Landlord to be in violation of its obligations under another lease or agreement to which Landlord is a party; (bii) in Landlord’s reasonable judgment, (A) in the case of a proposed assignment, a proposed assignee has is a smaller Net Worth less favorable credit risk than was Tenant has on the date of such Transfer, or is less able financially to pay the rents due under this Lease as and when was entered into with Tenant; or, (B) in the case of a proposed sublease, except to the extent provided in the final sentence of this subparagraph (c), a proposed sublessee is a poor credit risk in light of the portion of the Leased Premises which they are due and payablepropose to sublease; (ciii) a proposed assignee’s or subtenanttransferee’s business will impose a burden on the PropertyBuilding’s parking facilities, elevators, Common Areas or utilities that is greater than the burden imposed by Tenant, in Landlord’s reasonable sole, but reasonable, judgment; (div) the terms of a proposed assignment or subletting Transfer will allow the proposed assignee or subtenant transferee to exercise or enjoy the benefit of a right of renewal, right of expansion, right of first offer, right of first refusal or similar right held by Tenant; (ev) a proposed assignee or subtenant transferee refuses to enter into a written assignment agreement or subleaseagreement, reasonably satisfactory to Landlord in its reasonable discretionLandlord, which provides that it will abide by and assume all of the terms and conditions of this Lease for the term of any assignment or sublease and containing such other terms and conditions as Landlord reasonably deems necessary; (fvi) the use of the Leased Premises by the proposed assignee or subtenant transferee will not be identical to consistent with the Permitted Useuse permitted by this Lease; (gvii) any guarantor of this Lease refuses to consent to the Transfer or to execute a written agreement reaffirming the guaranty; (hviii) an outstanding uncured Event of Default exists at the time of the request ; (ix) if requested by Landlord, the assignee or subtenant transferee refuses to sign a non-disturbance and attornment agreement or estoppel certificate in favor of Landlord’s lender; (jx) Landlord or any mortgagee has sued or been sued by the proposed assignee or subtenant or has otherwise been involved in a legal dispute with the proposed assignee or subtenant; (k) the proposed assignee or subtenant is involved in a business which in Landlord’s reasonable judgment is not in keeping with the then current standards of the Building, or (l) the proposed assignee or subtenant is a person or entity then negotiating with Landlord for the lease of space in the Building (or any other building in the Office Park owned by an affiliate of Landlord). Tenant shall not publicly offer or advertise for any assignment or sublease at a price or rate below the prices or rates at which Landlord is then offering to lease space in the Building.sued

Standard for Approval. Landlord shall not unreasonably withhold its consent to a Transfer, Transfer provided that Tenant has complied with each and every requirement, term and condition of this Section 12. Tenant acknowledges and agrees that each requirement, term and condition in this Section 12 is a reasonable requirement, term or condition, but that the terms and conditions of this Section 12 are not an exclusive statement of the reasonable grounds on which Landlord may withhold its consent to a Transfer. Without limiting the generality of the foregoing, it It shall be deemed reasonable for Landlord to withhold its consent to a Transfer if any requirement, term or condition of this Section 12 is not complied with, with or: (a) the Transfer would cause Landlord to be in violation of its obligations under another lease or agreement to which Landlord is a party; (b) in Landlord’s 's reasonable judgment, a proposed assignee has a smaller Net Worth net worth than Tenant has had on the date of such Transfer, this Lease was entered into with Tenant or is less able financially to pay the rents due under this Lease as and when they are due and payable; (c) a proposed assignee’s 's or subtenant’s 's business will impose a burden on the Property’s Project's parking facilities, elevators, Common Areas or utilities that is greater than the burden imposed by Tenant, in Landlord’s 's reasonable judgment; (d) the terms of a proposed assignment or subletting will allow the proposed assignee or subtenant to exercise a right of renewal, right of expansion, right of first offer, right of first refusal or similar right held by Tenant; (e) a proposed assignee or subtenant does not, in Landlord's reasonable judgment, have a good credit rating; (g) a proposed assignee or subtenant refuses to enter into a written assignment agreement or sublease, reasonably satisfactory to Landlord in its reasonable discretionLandlord, which provides that it will abide by and assume all of the terms and conditions of this Lease for the term of any assignment or sublease and containing such other terms and conditions as Landlord reasonably deems necessary; (fh) the use of the Premises by the proposed assignee or subtenant will not be identical to for the Permitted Useuse permitted by this Lease; (gi) Landlord has ever evicted or been involved in litigation with the proposed assignee or subtenant; (j) any guarantor of this Lease refuses to consent to the Transfer or to execute a written agreement reaffirming the guaranty; (hk) Tenant is in default as defined in Section 13.1 at the time of the request; or (l) if requested by Landlord, the assignee or subtenant sublessee refuses to sign a non-disturbance and attornment agreement in favor of Landlord’s 's lender; (j) Landlord has sued or been sued by the proposed assignee or subtenant or has otherwise been involved in a legal dispute with the proposed assignee or subtenant; (k) the proposed assignee or subtenant is involved in a business which in Landlord’s reasonable judgment is not in keeping with the then current standards of the Building, or (l) the proposed assignee or subtenant is a person or entity then negotiating with Landlord for the lease of space in the Building (or any other building in the Office Park owned by an affiliate of Landlord). Tenant shall not publicly offer or advertise for any assignment or sublease at a price or rate below the prices or rates at which Landlord is then offering to lease space in the Building.

Standard for Approval. Landlord shall not unreasonably withhold its consent to a Transfer, Transfer provided that Tenant has complied with each and every requirement, term and condition of this Section 12section 15. Tenant acknowledges and agrees that each requirement, term and condition in this Section 12 section 15 is a reasonable requirement, term or condition, but that the terms and conditions of this Section 12 are not an exclusive statement of the reasonable grounds on which Landlord may withhold its consent to a Transfer. Without limiting the generality of the foregoing, it It shall be deemed reasonable for Landlord to withhold its consent to a Transfer if any requirement, term or condition of this Section 12 section 15 is not complied with, with or: (a) the Transfer would cause Landlord to be in violation of its obligations under another lease or agreement to which Landlord is a party; (b) in Landlord’s reasonable judgment, a proposed assignee has a smaller Net Worth than Tenant has on the date of such Transfer, or subtenant is less able financially to pay the rents due under this Lease as and when they are due and payable; (c) a proposed assignee’s or subtenant’s business will impose a burden on the Property’s Premises’ parking facilities, elevators, Common Areas facilities or utilities that is greater than the burden imposed by Tenant, in Landlord’s reasonable judgment; (d) the terms of a proposed assignment or subletting will allow the proposed assignee or subtenant to exercise a right of renewal, right of expansion, right of first offer, right of first refusal or similar right held by Tenant; (intentionally deleted) (e) a proposed assignee or subtenant refuses to enter into a written assignment agreement or sublease, reasonably satisfactory to Landlord in its reasonable discretionLandlord, which provides that it will abide by and assume all of the terms and conditions of this Lease for the term of any assignment or sublease and containing such other terms and conditions as Landlord reasonably deems necessary; (f) the use of the Premises by the proposed assignee or subtenant will not be identical to the Permitted Usea use permitted by this Lease; (g) any guarantor of this Lease refuses to consent to the Transfer or to execute a written agreement reaffirming the guaranty; (h) Tenant is in default as defined in section 16 at the time of the request beyond any applicable notice and cure periods; (i) if requested by Landlord, the assignee or subtenant refuses to sign a non-disturbance and attornment agreement in favor of Landlord’s lender; (j) Landlord has sued or been sued by the proposed assignee or subtenant or has otherwise been involved in a legal dispute with the proposed assignee or subtenant; (k) the proposed assignment or sublease will result in there being more than two subtenants of the Premises; or (I) the assignee or subtenant is involved will use, store or handle Hazardous Materials in or about the Premises of a business which type, nature, quantity not acceptable to Landlord, in Landlord’s reasonable judgment is not in keeping with the then current standards of the Building, or (l) the proposed assignee or subtenant is a person or entity then negotiating with Landlord for the lease of space in the Building (or any other building in the Office Park owned by an affiliate of Landlord). Tenant shall not publicly offer or advertise for any assignment or sublease at a price or rate below the prices or rates at which Landlord is then offering to lease space in the Buildingdiscretion.

Standard for Approval. Landlord shall not unreasonably withhold its consent to a Transfer, Transfer provided that Tenant has complied with each and every requirement, term and condition of this Section 12. Tenant acknowledges and agrees that each requirement, term and condition in this Section 12 is a reasonable requirement, term or condition, but that the terms and conditions of this Section 12 are not an exclusive statement of the reasonable grounds on which Landlord may withhold its consent to a Transfer. Without limiting the generality of the foregoing, it It shall be deemed reasonable for Landlord to withhold its consent to a Transfer if any requirement, term or condition of this Section 12 is not complied with, with or: (a) the Transfer would cause Landlord to be in violation of its obligations under another lease or agreement to which Landlord is a party; (b) in Landlord’s reasonable judgment, a proposed assignee has a smaller Net Worth than Tenant has on the date of such Transfer, or subtenant is less not able financially to pay the rents due under this Lease as and when they are due and payable; (c) a proposed assignee’s or subtenant’s business will impose a burden on the PropertyProject’s parking facilities, elevators, Common Areas or utilities that is greater than the burden imposed by Tenant, in Landlord’s reasonable judgment; (d) the terms of a proposed assignment or subletting will allow the proposed assignee or subtenant to exercise a right of renewal, right of expansion, right of first offer, right of first refusal or similar right held by Tenant; (e) a proposed assignee or subtenant refuses to enter into a written assignment agreement or sublease, reasonably satisfactory to Landlord in its reasonable discretionLandlord, which provides that it will abide by and assume all of the terms and conditions of this Lease for the term of any assignment or sublease and containing such other terms and conditions as Landlord reasonably deems necessary; (f) the use of the Premises by the proposed assignee or subtenant will is not be identical to the Permitted Usepermitted by this Lease; (g) any guarantor Tenant is in default as defined in Section 13.1 at the time of this Lease refuses to consent to the Transfer or to execute a written agreement reaffirming the guarantyrequest; (h) if requested by Landlord, the assignee or subtenant refuses to sign a non-disturbance and attornment agreement in favor of Landlord’s lender; (ji) Landlord has sued or been sued by the proposed assignee or subtenant or has otherwise been involved in a legal dispute with the proposed assignee or subtenant; (kj) the proposed assignee or subtenant is involved in a business which in Landlord’s reasonable judgment is not in keeping with the then current standards of the Building, or Project; (lk) the proposed assignee or subtenant is an existing tenant of the Project or is a person or entity then negotiating with Landlord for the lease of space in the Building Project; (or any other building in l) the Office Park owned by an affiliate of Landlord). Tenant shall not publicly offer or advertise for any assignment or sublease at will result in there being more than six (6) subtenants of the Premises (e.g., the assignee or subtenant intends to use the Premises as an executive suite); (m) the assignee or subtenant is a price person or rate below the prices or rates at which entity to whom Landlord is then offering has agreed not to lease space in the BuildingProject pursuant to a lease with another tenant or (n) the assignee or subtenant is a governmental or quasi-governmental entity or an agency, department or instrumentality of a governmental or quasi-governmental agency.

Standard for Approval. Landlord shall not unreasonably withhold its consent to a Transfer, Transfer provided that Tenant has complied with each and every requirement, term and condition of this Section 12. Tenant acknowledges and agrees that each requirement, term and condition in this Section 12 is a reasonable requirement, term or condition, but that the terms and conditions of this Section 12 are not an exclusive statement of the reasonable grounds on which Landlord may withhold its consent to a Transfer. Without limiting the generality of the foregoing, it It shall be deemed reasonable for Landlord to withhold its consent to a Transfer if any requirement, term or condition of this Section 12 is not complied with, with or: (ai) the Transfer would cause Landlord to be in violation of its obligations under another lease or agreement to which Landlord is a party; (bii) in Landlord’s reasonable judgment, a proposed assignee has or subtenant is not a smaller Net Worth than Tenant has on the date of such Transfer, or is less able financially to pay the rents due under this Lease as and when they are due and payablecreditworthy party; (ciii) a proposed assignee’s or subtenant’s business will impose a burden on the PropertyBuilding’s parking facilities, elevators, Common Areas or utilities that is greater than the burden imposed by Tenant, in Landlord’s reasonable judgment; (d) the terms of a proposed assignment or subletting will allow the proposed assignee or subtenant to exercise a right of renewal, right of expansion, right of first offer, right of first refusal or similar right held by Tenant; (eiv) a proposed assignee or subtenant refuses to enter into a written assignment agreement or sublease, reasonably satisfactory to Landlord in its reasonable discretionLandlord, which provides that it will abide by and assume all of the terms and conditions of this Lease for the term of any assignment or sublease and containing such other terms and conditions as Landlord reasonably deems necessary; (fv) the use of the Premises by the proposed assignee or subtenant will be for a use not be identical to the Permitted Usepermitted by this Lease; (gvi) any guarantor of this Lease refuses to consent to the Transfer or to execute a written agreement reaffirming the guaranty; (hvii) Tenant is in default as defined in Section 13.1 at the time of the request; (viii) if requested by Landlord, the assignee or subtenant refuses to sign a non-disturbance and attornment agreement in favor of Landlord’s lender; (jix) Landlord has sued or been sued by the proposed assignee or subtenant or has otherwise been involved in a legal dispute with the proposed assignee or subtenant; (kx) the proposed assignee or subtenant is involved in a business which in Landlord’s reasonable judgment is not in keeping with the then current standards of the Building, or ; (lxi) the proposed assignee or subtenant is a person or entity then negotiating with Landlord for the lease of space in the Building Building; or (xii) the terms of a proposed assignment or any other building subletting will allow the proposed assignee or subtenant to pay a rent less than the prevailing rental rate in the Office Park owned by an affiliate Building at the time of Landlord). Tenant shall not publicly offer or advertise for any assignment or sublease at a price or rate below the prices or rates at which Landlord is then offering Tenant’s request to lease space in the Buildingsuch Transfer.

Standard for Approval. Landlord shall not unreasonably withhold its consent to a Transfer, Transfer provided that Tenant has complied with each and every requirement, term and condition of this Section 12. Tenant acknowledges and agrees that each requirement, term and condition in this Section 12 is a reasonable requirement, term or condition, but that the terms and conditions of this Section 12 are not an exclusive statement of the reasonable grounds on which Landlord may withhold its consent to a Transfer. Without limiting the generality of the foregoing, it It shall be deemed reasonable for Landlord to withhold its consent to a Transfer if any requirement, term or condition of this Section 12 is not complied with, with or: (ai) the Transfer would cause Landlord to be in violation of its obligations under another lease or agreement to which Landlord is a party; (bii) in Landlord’s reasonable judgment, a proposed assignee or subtenant has a smaller Net Worth net worth than Tenant has had on the date of such Transfer, this Lease was entered into with Tenant or is less able financially to pay the rents due under this Lease as and when they are due and payable; (ciii) a proposed assignee’s or subtenant’s business will impose a burden on the PropertyProject’s parking facilities, elevators, Common Areas or utilities that is greater than the burden imposed by Tenant, in Landlord’s reasonable judgment; (div) the terms of a proposed assignment or subletting will allow the proposed assignee or subtenant to exercise a right of renewal, right of expansion, right of first offer, right of first refusal or similar right held by Tenant; (ev) a proposed assignee or subtenant refuses to enter into a written assignment agreement or sublease, reasonably satisfactory to Landlord in its reasonable discretionLandlord, which provides that it will abide by and assume all of the terms and conditions of this Lease for the term of any assignment or sublease and containing such other terms and conditions as Landlord reasonably deems necessary; (fvi) the use of the Premises by the proposed assignee or subtenant will not be identical to the Permitted Usefor a use permitted by this Lease; (gvii) any guarantor of this Lease refuses to consent to the Transfer or to execute a written agreement reaffirming the guaranty; (hviii) Tenant is in default beyond any applicable notice and cure period as defined in Section 13.1 at the time of the request; (ix) if requested by Landlord, the assignee or subtenant refuses to sign a non-disturbance and attornment agreement in favor of Landlord’s lender; (jx) Landlord has sued or been sued by the proposed assignee or subtenant or has otherwise been involved in a legal dispute with the proposed assignee or subtenant; (kxi) the proposed assignee or subtenant is involved in a business which in Landlord’s reasonable judgment is not in keeping with the then current standards of the Building, Project; or (lxii) the proposed assignee or subtenant is an existing tenant of the Project or is a person or entity then negotiating with Landlord for the lease of space in the Building (or any other building in the Office Park owned by an affiliate of Landlord). Tenant shall not publicly offer or advertise for any assignment or sublease at a price or rate below the prices or rates at which Landlord is then offering to lease space in the BuildingProject.

Standard for Approval. Landlord shall not unreasonably withhold its consent to a Transfer, Transfer provided that Tenant has complied with each and every requirement, term term, and condition of this Section 12. Tenant acknowledges and agrees that each requirement, term term, and condition in this Section 12 is a reasonable requirement, term term, or condition, but that the terms and conditions of this Section 12 are not an exclusive statement of the reasonable grounds on which Landlord may withhold its consent to a Transfer. Without limiting the generality of the foregoing, it It shall be deemed reasonable for Landlord to withhold its consent to a Transfer if any requirement, term term, or condition of this Section 12 is not complied with, or: with or (a) the Transfer would cause Landlord to be in violation of its obligations under another lease or agreement to which Landlord is a party; (b) in Landlord’s reasonable judgment, a proposed assignee or subtenant has a smaller Net Worth net worth than Tenant has had on the date of such Transfer, this Lease was entered into with Tenant or is less able financially to pay the rents due under this Lease as and when they are due and payable; (c) a proposed assignee’s or subtenant’s business will impose a burden on the PropertyProject’s parking facilities, elevators, Common Areas Areas, or utilities that is greater than the burden imposed by Tenant, in Landlord’s reasonable judgment; (d) the terms of a proposed assignment or subletting will allow the proposed assignee or subtenant to exercise a right of renewal, right of expansion, right of first offer, right of first refusal refusal, or similar right held by Tenant; (e) a proposed assignee or subtenant does not, in Landlord’s reasonable judgment, have a good credit rating; (f) a proposed assignee or subtenant refuses to enter into a written assignment agreement or sublease, reasonably satisfactory to Landlord in its reasonable discretionLandlord, which provides that it will abide by and assume all of the terms and conditions of this Lease for the term of any assignment or sublease and containing such other terms and conditions as Landlord reasonably deems necessary; (f) the use of the Premises by the proposed assignee or subtenant will not be identical to the Permitted Use; (g) any guarantor of this Lease refuses to consent to the Transfer or to execute a written agreement reaffirming the guaranty; (h) Tenant is in default as defined in Section 13.1 at the time of the request; or (l) if requested by Landlord, the assignee or subtenant sublessee refuses to sign a non-disturbance nondisturbance and attornment agreement in favor of Landlord’s lender; (j) Landlord has sued or been sued by the proposed assignee or subtenant or has otherwise been involved in a legal dispute with the proposed assignee or subtenant; (k) the proposed assignee or subtenant is involved in a business which in Landlord’s reasonable judgment is not in keeping with the then current standards of the Building, or (l) the proposed assignee or subtenant is a person or entity then negotiating with Landlord for the lease of space in the Building (or any other building in the Office Park owned by an affiliate of Landlord). Tenant shall not publicly offer or advertise for any assignment or sublease at a price or rate below the prices or rates at which Landlord is then offering to lease space in the Building.

Standard for Approval. Landlord shall not unreasonably withhold --------------------- its consent to a Transfer, Transfer provided that Tenant has complied with each and every requirement, term and condition of this Section 1210. Tenant acknowledges and agrees that each requirement, term and condition in this Section 12 10 is a reasonable requirement, term or condition, but that the terms and conditions of this Section 12 are not an exclusive statement of the reasonable grounds on which Landlord may withhold its consent to a Transfer. Without limiting the generality of the foregoing, it It shall be deemed reasonable for Landlord to withhold its consent to a Transfer if any requirement, term or condition of this Section 12 10 is not complied with, with or: (ai) the Transfer would cause Landlord to be in violation of its obligations under another lease or agreement to which Landlord is a party; (bii) in Landlord’s 's reasonable judgment, a proposed assignee has a smaller Net Worth net worth than Tenant has had on the date of such Transfer, this Lease was entered into with Tenant or is less able financially to pay the rents due under this Lease as and when they are due and payable; (ciii) a proposed assignee’s 's or subtenant’s 's business will impose a burden on the Property’s Building's parking facilities, elevators, Common Areas or utilities that is greater than the burden imposed by Tenant, in Landlord’s 's reasonable judgment; (div) the terms of a proposed assignment or subletting will allow the proposed assignee or subtenant to exercise a right of renewal, right of expansion, right of first offer, right of first refusal or similar right held by Tenant; (ev) a proposed assignee or subtenant refuses to enter into a written assignment agreement or sublease, reasonably satisfactory to Landlord in its reasonable discretionLandlord, which provides that it will abide by and assume all of the terms and conditions of this Lease for the term of any assignment or sublease and containing such other terms and conditions as Landlord reasonably deems necessary; (fvi) the use of the Leased Premises by the proposed assignee or subtenant will not be identical to the Permitted Useuse permitted by this Lease; (gvii) any guarantor of this Lease refuses to consent to the Transfer or to execute a written agreement reaffirming the guaranty; (hviii) Tenant is in default as defined in Section 11 at the time of the request; (ix) if requested by Landlord, the assignee or subtenant refuses to sign a non-disturbance and attornment agreement in favor of Landlord’s 's lender; (jx) Landlord or any mortgagee has sued or been sued by the proposed assignee or subtenant or has otherwise been involved in a legal dispute with the proposed assignee or subtenant; (kxi) the proposed assignee or subtenant is involved in a business which in Landlord’s reasonable judgment is not in keeping with the then current standards of the Building, or ; (lxii) the proposed assignee or subtenant is an existing tenant of the Building or is a person or entity then negotiating with Landlord for the lease of space in the Building Building; (or any other building in xiii) the Office Park owned by an affiliate of Landlord). Tenant shall not publicly offer or advertise for any assignment or sublease at will result in there being more than one subtenant of the Leased Premises (e.g., the assignee or subtenant intends to use the Leased Premises as an executive suite); or (xiv) the assignee or subtenant is a price governmental or rate below the prices quasi-governmental entity or rates at which Landlord is then offering to lease space in the Buildingan agency, department or instrumentality of a governmental or quasi-governmental agency.

Standard for Approval. Landlord shall not unreasonably withhold its consent to a Transfer, Transfer provided that Tenant has complied with each and every requirement, term and condition of this Section section 12. Tenant acknowledges and agrees that each requirement, term and condition in this Section section 12 is a reasonable requirement, term or condition, but that the terms and conditions of this Section 12 are not an exclusive statement of the reasonable grounds on which Landlord may withhold its consent to a Transfer. Without limiting the generality of the foregoing, it It shall be deemed reasonable for Landlord to withhold its consent to a Transfer if any requirement, term or condition of this Section section 12 is not complied with, with or: (a) the Transfer would cause Landlord to be in violation of its obligations under another lease or agreement to which Landlord is a party; (b) in Landlord’s 's reasonable judgment, a proposed assignee or subtenant has a smaller Net Worth than Tenant has on the date of such Transfer, or is less able net worth which would make it unable to financially to pay the rents due under this Lease as and when they are due and payable; (c) a proposed assignee’s 's or subtenant’s 's business will impose a burden on the Property’s Project's parking facilities, elevators, Common Areas or utilities that is greater than the burden imposed by Tenant, in Landlord’s 's reasonable judgment; (d) the terms of a proposed assignment or subletting will allow the proposed assignee or subtenant to exercise a right of renewal, right of expansion, right of first offer, right of first refusal or similar right held by Tenant; (e) a proposed assignee or subtenant refuses to enter into a written assignment agreement or sublease, reasonably satisfactory to Landlord in its reasonable discretionLandlord, which provides that it will abide by and assume all of the terms and conditions of this Lease for the term of any assignment or sublease and containing such other terms and conditions as Landlord reasonably deems necessary; (f) the use of for the Premises by the proposed assignee or subtenant will not be identical to the Permitted Useuse permitted by this Lease; (g) any guarantor of this Lease refuses to consent to the Transfer transfer or to execute a written agreement reaffirming the guaranty; (h) Tenant is in default as defined in section 13.1 at the time of the request; (i) if requested by Landlord, the assignee or subtenant refuses to sign a non-non- disturbance and attornment agreement in favor of Landlord’s 's lender; (j) Landlord has sued or been sued by the proposed assignee or subtenant or has otherwise been involved in a legal dispute with the proposed assignee or subtenant; (k) the proposed assignee or subtenant is involved in a business which in Landlord’s reasonable judgment is not in keeping with the then current standards of the Building, or Project; (l) the proposed assignee or subtenant is an existing tenant of the Project or is a person or entity then negotiating with Landlord for the lease of space in the Building Project; (or any other building in m) the Office Park owned by an affiliate of Landlord). Tenant shall not publicly offer or advertise for any assignment or sublease at will result in there being more than one subtenant of the Premises (e.g., the assignee or subtenant intends to use the Premises as an executive suite); or (n) the assignee or subtenant is a price governmental or rate below the prices quasi- governmental entity or rates at which Landlord is then offering to lease space in the Buildingan agency, department or instrumentality of a governmental or quasi-governmental agency.

Standard for Approval. Landlord shall not unreasonably withhold its consent to a Transfer, Transfer provided that Tenant has complied with each and every requirement, term and condition of this Section 12section 15. Tenant acknowledges and agrees that each requirement, term and condition in this Section 12 section 15 is a reasonable requirement, term or condition, but that the terms and conditions of this Section 12 are not an exclusive statement of the reasonable grounds on which Landlord may withhold its consent to a Transfer. Without limiting the generality of the foregoing, it It shall be deemed reasonable for Landlord to withhold its consent to a Transfer if any requirement, term or condition of this Section 12 section 15 is not complied with, with or: (a) the Transfer would cause Landlord to be in violation of its obligations under another lease or agreement to which Landlord is a party; (b) in Landlord’s 's reasonable judgment, a proposed assignee has a smaller Net Worth than Tenant has on the date of such Transfer, or subtenant is less not financially able financially to pay the rents due under this Lease as and when they are due and payable; (c) a proposed assignee’s 's or subtenant’s 's business will impose a burden on the Property’s Premises' parking facilities, elevators, Common Areas facilities or utilities that is greater than the burden imposed by Tenant, in Landlord’s 's reasonable judgment; (d) the terms of a proposed assignment or subletting will allow the proposed assignee or subtenant to exercise a right of renewal, right of expansion, right of first offer, right of first refusal or similar right held by Tenant; (e) a proposed assignee or subtenant refuses to enter into a written assignment agreement or sublease, reasonably satisfactory to Landlord in its reasonable discretionLandlord, which provides that it will abide by and assume all of the terms and conditions of this Lease for the term of any assignment or sublease and containing such other commercially reasonable terms and conditions as Landlord reasonably deems necessaryrequested by Landlord; (f) the use of the Premises by the proposed assignee or subtenant will not be identical to the Permitted Usea use permitted by this Lease; (g) any guarantor of this Lease refuses to consent to the Transfer or to execute a written agreement reaffirming the guaranty; (h) Tenant is in default as defined in section 16 at the time of the request; (i) if requested by Landlord, the assignee or subtenant refuses to sign a non-disturbance and attornment agreement in favor of Landlord’s 's lender; (j) Landlord has sued or been sued by the proposed assignee or subtenant or has otherwise been involved in a legal dispute with the proposed assignee or subtenant; (k) the proposed assignee assignment or sublease will result in there being more than one subtenant is involved in a business which in Landlord’s reasonable judgment is not in keeping with the then current standards of the Building, or Premises; (l) the proposed assignee or subtenant is a person governmental or quasi-governmental entity then negotiating with Landlord for or an agency, department or instrumentality of a governmental or quasi-governmental agency; or (m) the lease assignee or subtenant will use, store or handle Hazardous Materials in or about the Premises of space a type, nature, quantity not acceptable to Landlord, in the Building (or any other building in the Office Park owned by an affiliate of Landlord). Tenant shall not publicly offer or advertise for any assignment or sublease at a price or rate below the prices or rates at which Landlord is then offering to lease space in the Building's sole discretion.

Standard for Approval. Landlord shall not unreasonably withhold its consent to a Transfer, Transfer provided that Tenant has complied with each and every requirement, term and condition of this Section 12. Tenant acknowledges and agrees that each requirement, term and condition in this Section 12 is a reasonable requirement, term or condition, but that the terms and conditions of this Section 12 are not an exclusive statement of the reasonable grounds on which Landlord may withhold its consent to a Transfer. Without limiting the generality of the foregoing, it It shall be deemed reasonable for Landlord to withhold its consent to a Transfer if any requirement, term or condition of this Section 12 is not complied with, with or: (a) the Transfer would cause Landlord to be in violation of its obligations under another lease or agreement to which Landlord is a party; (b) in Landlord’s 's reasonable judgment, a proposed assignee has a smaller Net Worth than Tenant has on the date of such Transfer, or subtenant is less not able financially to pay the rents due under (i) with respect to an assignment, this Lease and (ii) with respect to a sublease, such sublease, as and when they are due and payable; (c) a proposed assignee’s 's or subtenant’s 's business will impose a burden on the Property’s parking facilities, Project's elevators, Common Areas or utilities that is materially greater than the burden imposed by Tenant, in Landlord’s 's commercially reasonable judgment; (d) the terms of a proposed assignment or subletting will allow the proposed assignee or subtenant to exercise a right of renewal, right of expansion, right of first offer, right of first refusal or similar right held by Tenant; (e) a proposed assignee or subtenant refuses to enter into a written assignment agreement or sublease, reasonably satisfactory to Landlord in its reasonable discretionLandlord, which provides that it will abide by and assume all of the terms and conditions of this Lease for the term of any assignment or sublease and containing such other terms and conditions as Landlord reasonably deems necessary; (f) the use of the Premises by the proposed assignee or subtenant will is not be identical to the Permitted Usepermitted by this Lease; (g) any guarantor of this Lease refuses to consent to the Transfer or to execute a written agreement reaffirming the guaranty; (h) if requested by Landlord, the assignee or subtenant refuses to sign a non-disturbance and attornment agreement in favor of Landlord’s 's lender; (jh) an Event of Default by Tenant is continuing at the time of request beyond any and all notice and cure periods; (i) Landlord has sued or been sued by the proposed assignee or subtenant or has otherwise been involved in a legal dispute with the proposed assignee or subtenantsubtenant in the past 5 years; (kj) the proposed assignee or subtenant is involved in a business which in Landlord’s reasonable judgment is not in keeping with the then current standards of the Building, or Project; (lk) the proposed assignee or subtenant is a person or entity then negotiating with Landlord for the lease of space in the Building Project; (or any other building in l) the Office Park owned by an affiliate of Landlord). Tenant shall not publicly offer or advertise for any assignment or sublease at will result in there being more than two (2) subtenants of the Premises (e.g., the assignee or subtenant intends to use the Premises as an executive suite); (m) the assignee or subtenant is a price person or rate below the prices or rates at which entity to whom Landlord is then offering has agreed not to lease space in the BuildingProject pursuant to a lease with another tenant or (n) the assignee or subtenant is a governmental or quasi-governmental entity or an agency, department or instrumentality of a governmental or quasi-governmental agency.

Standard for Approval. Landlord shall not unreasonably withhold its consent to a Transfer, Transfer provided that Tenant has complied with each and every requirement, term and condition of this Section 1215. Tenant acknowledges and agrees that each requirement, term and condition in this Section 12 15 is a reasonable requirement, term or condition, but that the terms and conditions of this Section 12 are not an exclusive statement of the reasonable grounds on which Landlord may withhold its consent to a Transfer. Without limiting the generality of the foregoing, it It shall be deemed reasonable for Landlord to withhold its consent to a Transfer if any requirement, term or condition of this Section 12 15 is not complied with, with or: (a) the Transfer would cause Landlord to be in violation of its obligations under another lease or agreement to which Landlord is a partyintentionally omitted; (b) in Landlord’s reasonable judgment, a proposed assignee or subtenant has a smaller Net Worth net worth than Tenant has had on the date of such Transfer, this Lease was entered into with Tenant or is less able financially to pay the rents due under this Lease as and when they are due and payable; (c) a proposed assignee’s or subtenant’s business will impose a burden on the Property’s Premises’ parking facilities, elevators, Common Areas facilities or utilities that is greater than the burden imposed by Tenant, in Landlord’s reasonable judgment; (d) the terms of a proposed assignment or subletting will allow the proposed assignee or subtenant to exercise a right of renewal, right of expansion, right of first offer, right of first refusal or similar right held by Tenant; (e) a proposed assignee or subtenant refuses to enter into a written assignment agreement or sublease, reasonably satisfactory to Landlord in its reasonable discretionLandlord, which provides that it will abide by and assume all of the terms and conditions of this Lease for the term of any assignment or sublease and containing such other terms and conditions as Landlord reasonably deems necessary; (f) the use of the Premises by the proposed assignee or subtenant will be a use not be identical to the Permitted Usepermitted by this Lease; (g) any guarantor of this Lease refuses to consent to the Transfer or to execute a written agreement reaffirming the guaranty; (h) Tenant is in default as defined in Section 16 at the time of the request; (i) if requested by Landlord, the assignee or subtenant refuses to sign a non-disturbance and attornment agreement in favor of Landlord’s lender; (j) Landlord has sued or been sued by the proposed assignee or subtenant or has otherwise been involved in a legal dispute with the proposed assignee or subtenant; (k) the proposed assignee assignment or sublease will result in there being more than one subtenant is involved in a business which in Landlord’s reasonable judgment is not in keeping with the then current standards of the Building, or Premises; (l) the proposed assignee or subtenant is a person governmental or quasi-governmental entity then negotiating with or an agency, department or instrumentality of a governmental or quasi-governmental agency; or (m) the assignee or subtenant will use, store or handle Hazardous Materials in or about the Premises of a type, nature, quantity not previously approved for Tenant’s use hereunder and not acceptable to Landlord for the lease of space in the Building (or any other building in the Office Park owned by an affiliate of Landlord). Tenant shall not publicly offer or advertise for any assignment or sublease at a price or rate below the prices or rates at which Landlord is then offering to lease space in the Building’s sole discretion.

Standard for Approval. Landlord shall not unreasonably withhold its consent to a Transfer, provided that Tenant has substantially complied with each the requirements, terms and every requirement, term and condition conditions of this Section SECTION 12. Tenant acknowledges and agrees that each requirement, term and condition in this Section 12 is a reasonable requirement, term or condition, but that the terms and conditions of this Section SECTION 12 are not an exclusive statement of the reasonable grounds on which Landlord may withhold its consent to a Transfer. Without limiting the generality of the foregoing, it shall be deemed reasonable for Landlord to withhold its consent to a Transfer if any requirement, term or condition of this Section SECTION 12 is not complied with, or: (a) the Transfer would cause Landlord to be in violation of its obligations under another lease or agreement to which Landlord is a party; (b) in Landlord’s reasonable judgment, a proposed assignee or subtenant has a smaller Net Worth than Tenant had on the date this Lease was entered into with Tenant or than Tenant has on the date of such Transfer, whichever is greater, or is less able financially to pay the rents due under this Lease as and when they are due and payable; (c) a proposed assignee’s 's or subtenant’s 's business will impose a burden on the Property’s 's parking facilities, elevators, Common Areas or utilities that is greater than the burden imposed by Tenant, in Landlord’s 's reasonable judgment; (d) the terms of a proposed assignment or subletting will allow the proposed assignee or subtenant to exercise a right of renewal, right of expansion, right of first offer, right of first refusal or similar right held by Tenant; (e) a proposed assignee or subtenant refuses to enter into a written assignment agreement or sublease, satisfactory to Landlord in its reasonable discretion, which provides that it will abide by and assume all of the terms and conditions of this Lease for the term of any assignment or sublease and containing such other terms and conditions as Landlord reasonably deems necessary; (f) the use of the Premises by the proposed assignee or subtenant will not be identical substantially similar to the Permitted Use; (g) any guarantor of this Lease refuses to consent to the Transfer or to execute a written agreement reaffirming the guaranty; (h) an Event of Default exists under this Lease at the time of the request, or Tenant has been in default more than two times during the Term of this Lease; (i) if requested by Landlord, the assignee or subtenant refuses to sign a commercially reasonable non-disturbance and attornment agreement in favor of Landlord’s 's lender; (j) Landlord has sued or been sued by the proposed assignee or subtenant or has otherwise been involved in a legal dispute with the proposed assignee or subtenant; (k) the proposed assignee or subtenant is involved in a business which in Landlord’s 's reasonable judgment is not in keeping with the then current standards of the Building, ; (l) if Landlord or an affiliate of Landlord has space available for lease in the Office Park and the proposed assignee or subtenant is an existing tenant or subtenant of the Building (or any other building in the Office Park owned by an affiliate of Landlord); or (lm) the proposed assignee or subtenant is a person or entity then actively negotiating with Landlord for the lease of space in the Building (or any other building in the Office Park owned by an affiliate of Landlord). Tenant shall not publicly offer or advertise for any assignment or sublease at a price or rate below the prices or rates at which Landlord is then offering to lease space in the Building.

Standard for Approval. Landlord shall not unreasonably withhold withhold, condition or delay its consent to a Transfer, Transfer provided that Tenant has complied with each and every requirement, term and condition of this Section 12. Tenant acknowledges and agrees that each requirement, term and condition in this Section 12 is a reasonable requirement, term or condition, but that the terms and conditions of this Section 12 are not an exclusive statement of the reasonable grounds on which Landlord may withhold its consent to a Transfer. Without limiting the generality of the foregoing, it It shall be deemed reasonable for Landlord to withhold its consent to a Transfer if any requirement, term or condition of this Section 12 is not complied with, with or: (a) the Transfer would cause Landlord to be in violation of its obligations under another lease or agreement to which Landlord is a party; (b) in Landlord’s reasonable judgment, a proposed assignee has a smaller Net Worth net worth than Tenant has had on the date of such Transfer, this Lease was entered into with Tenant or is less able financially to pay the rents due under this Lease as and when they are due and payable; (c) a proposed assignee’s or subtenant’s business will impose a burden on the PropertyProject’s parking facilities, elevators, Common Areas or utilities that is significantly greater than the burden imposed by Tenant, in Landlord’s reasonable judgment; (d) the terms of a proposed assignment or subletting will allow the proposed assignee or subtenant to exercise a right of renewal, right of expansion, right of first offer, right of first refusal or similar right held by Tenant; (e) a proposed assignee or subtenant refuses to enter into a written assignment agreement or sublease, reasonably satisfactory to Landlord in its reasonable discretionLandlord, which provides that it will abide by and assume all of the terms and conditions of this Lease for the term of any assignment or sublease and containing such other terms and conditions as Landlord reasonably deems necessary; (f) the use of the Premises by the proposed assignee or subtenant will not be identical to for the Permitted Useuse permitted by this Lease; (g) any guarantor of this Lease refuses to consent to the Transfer or to execute a written agreement reaffirming the guaranty; (h) Tenant is in default as defined in Section 13.1 at the time of the request; (i) if requested by Landlord, the assignee or subtenant refuses to sign a non-disturbance and attornment agreement in favor of Landlord’s lender; (j) Landlord has sued or been sued by the proposed assignee or subtenant or has otherwise been involved in a legal dispute with the proposed assignee or subtenant; (k) the proposed assignee or subtenant is involved in a business which in Landlord’s reasonable judgment is not in keeping with the then current standards of the Building, or Project; (l) the proposed assignee or subtenant is an existing tenant of the Project or otherwise occupies or utilizes any portion of space in the Project for the conduct of its business, or is a person or entity then negotiating with Landlord for the lease of space in the Building Project, or is a successor, assignee, or purchaser of any tenant of the Project or otherwise arising from a tenant’s bankruptcy proceedings; (or any other building in m) the Office Park owned by an affiliate of Landlord). Tenant shall not publicly offer or advertise for any assignment or sublease at will result in there being more than one subtenant of the Premises (e.g., the assignee or subtenant intends to use the Premises as an executive suite); (n) the assignee or subtenant is a price governmental or rate below the prices quasi-governmental entity or rates at which an agency, department or instrumentality of a governmental or quasi-governmental agency; or (o) Landlord is then offering to lease marketing comparable space in the BuildingProject at the time of Tenant’s request and Tenant has advertised or marketed the Premises at a base rent less than the prevailing rental rate in the Building at the time of Tenant’s request to such Transfer.

Standard for Approval. Landlord shall not unreasonably withhold its consent to a Transfer, Transfer provided that Tenant has complied with each and every requirement, term and condition of this Section 1216. Tenant acknowledges and agrees that each requirement, term and condition in this Section 12 16 is a reasonable requirement, term or condition, but that the terms and conditions of this Section 12 are not an exclusive statement of the reasonable grounds on which Landlord may withhold its consent to a Transfer. Without limiting the generality of the foregoing, it It shall be deemed reasonable for Landlord to withhold its consent to a Transfer if any requirement, term or condition of this Section 12 16 is not complied with, with or: (a) the Transfer would cause Landlord to be in violation of its obligations under another lease or agreement to which Landlord is a party; (b) in Landlord’s 's reasonable judgment, a proposed assignee or subtenant has a materially smaller Net Worth net worth than Tenant has had on the date of such Transfer, this Lease was entered into with Tenant or is materially less able financially to pay the rents due under this Lease as and when they are due and payablepayable (provided, however, that so long as Tenant will remain in existence and primarily liable under this Lease from and after a proposed Transfer, then Landlord shall take into account both Tenant’s and the proposed transferee’s creditworthiness); (c) a proposed assignee’s 's or subtenant’s 's business will impose a burden on the Property’s Project's parking facilities, elevators, Common Areas or utilities that is greater than the burden imposed by Tenant, in Landlord’s 's reasonable judgment; (d) the terms of a proposed assignment or subletting will allow the proposed assignee or subtenant to exercise a right of renewal, right of expansion, right of first offer, right of first refusal or similar right held by Tenant; (e) a proposed assignee or subtenant refuses to enter into a written assignment agreement or sublease, reasonably satisfactory to Landlord in its reasonable discretionLandlord, which provides that it will abide by and assume all of the terms and conditions of this Lease for the term of any assignment or sublease and containing such other terms and conditions as Landlord reasonably deems necessary; (f) the use of the Premises by the proposed assignee or subtenant will is not be identical to the Permitted Usepermitted by this Lease; (g) any guarantor of this Lease refuses to consent to the Transfer or to execute a written agreement reaffirming the guaranty; (h) Tenant is in default as defined in Section 17 at the time of the request continuing beyond any notice and cure period; (i) if requested by Landlord, the assignee or subtenant refuses to sign a non-disturbance and attornment agreement in favor of Landlord’s 's lender; (j) Landlord has sued or been sued by the proposed assignee or subtenant or has otherwise been involved in a legal dispute with the proposed assignee or subtenant; (k) the proposed assignee or subtenant is involved in a business which in Landlord’s reasonable judgment is not in keeping with materially different than the then then-current standards of the Building, or Project; (l) the proposed assignee or subtenant is an existing tenant of the Project and Landlord has space within the Project that may meet the prospective tenant’s requirements or is a person or entity then negotiating with Landlord for the lease of space in the Building Project and Landlord has space within the Project that may meet the prospective tenant’s requirements, (m) the assignee or any other building subtenant is a governmental or quasi-governmental entity or an agency, department or instrumentality of a governmental or quasi-governmental agency; (n) the assignee or subtenant will use, store or handle Hazardous Materials in or about the Office Park owned by an affiliate Premises of a type, nature, quantity not acceptable to Landlord). Tenant shall , in Landlord's sole discretion; or (o) the assignee or subtenant is a person or entity to whom Landlord has agreed not publicly offer or advertise for any assignment or sublease at a price or rate below the prices or rates at which Landlord is then offering to lease space in the BuildingProject pursuant to a lease with another tenant.

Standard for Approval. Landlord shall not unreasonably withhold its consent to a Transfer, Transfer provided that Tenant has complied with each and every requirement, term and condition of this Section 12section 15. Tenant acknowledges and agrees that each requirement, term and condition in this Section 12 section 15 is a reasonable requirement, term or condition, but that the terms and conditions of this Section 12 are not an exclusive statement of the reasonable grounds on which Landlord may withhold its consent to a Transfer. Without limiting the generality of the foregoing, it It shall be deemed reasonable for Landlord to withhold its consent to a Transfer if any requirement, term or condition of this Section 12 section 15 is not complied with, with or: (a) the Transfer would cause Landlord to be in violation of its obligations under another lease or agreement to which Landlord is a party; (b) in Landlord’s 's reasonable judgment, a proposed assignee or subtenant has a smaller Net Worth net worth than Tenant has had on the date of such Transfer, this Lease was entered into with Tenant or is less able financially to pay the rents due under this Lease as and when they are due and payable; (c) a proposed assignee’s 's or subtenant’s 's business will impose a burden on the Property’s Premises' parking facilities, elevators, Common Areas facilities or utilities that is greater than the burden imposed by Tenant, in Landlord’s 's reasonable judgment; (d) the terms of a proposed assignment or subletting will allow the proposed assignee or subtenant to exercise a right of renewal, right of expansion, right of first offer, right of first refusal or similar right held by Tenant; (e) a proposed assignee or subtenant refuses to enter into a written assignment agreement or sublease, reasonably satisfactory to Landlord in its reasonable discretionLandlord, which provides that it It will abide by and assume all of the terms and conditions of this Lease for the term of any assignment or sublease and containing such other terms and conditions as Landlord reasonably deems necessary; (f) the use of the Premises by the proposed assignee or subtenant will not be identical to the Permitted Usea use permitted by this Lease; (g) any guarantor Tenant is in default as defined in section 16 at the time of this Lease refuses to consent to the Transfer or to execute a written agreement reaffirming the guarantyrequest; (h) if requested by Landlord, the assignee or subtenant refuses to sign a non-disturbance nondisturbance and attornment agreement in favor of Landlord’s 's lender; (ji) Landlord has sued or been sued by the proposed assignee or subtenant or has otherwise been involved in a legal dispute with the proposed assignee or subtenant; (j) the assignment or sublease will result in there being more than one subtenant of the Premises; or (k) the proposed assignee or subtenant is involved in a business which in Landlord’s reasonable judgment is not in keeping with the then current standards of the Building, or (l) the proposed assignee or subtenant is a person governmental or quasi-governmental entity then negotiating with Landlord for the lease or an agency, department or instrumentality of space in the Building (a governmental or any other building in the Office Park owned by an affiliate of Landlord). Tenant shall not publicly offer or advertise for any assignment or sublease at a price or rate below the prices or rates at which Landlord is then offering to lease space in the Buildingquasi-governmental agency.

Standard for Approval. Landlord shall not unreasonably withhold its consent to a Transfer, provided that Tenant has complied with each and every requirement, term and condition of this Section 12. Tenant acknowledges and agrees that each requirement, term and condition in this Section 12 is a reasonable requirement, term or condition, but that the terms and conditions of this Section 12 are not an exclusive statement of the reasonable grounds on which Landlord may withhold its consent to a Transfer. Without limiting the generality of the foregoing, it shall be deemed reasonable for Landlord to withhold its consent to a Transfer if any requirement, term or condition of this Section 12 is not complied with, or: (a) the Transfer would cause Landlord to be in violation of its obligations under another lease or agreement to which Landlord is a party; (b) in Landlord’s reasonable judgment, a proposed assignee or subtenant has a smaller Net Worth than Tenant had on the date this Lease was entered into with Tenant or than Tenant has on the date of such Transfer, whichever is greater, or is less able financially to pay the rents due under this Lease as and when they are due and payable; (c) a proposed assignee’s or subtenant’s business will impose a burden on the Property’s parking facilities, elevators, Common Areas or utilities that is greater than the burden imposed by Tenant, in Landlord’s reasonable judgment; (d) the terms of a proposed assignment or subletting will allow the proposed assignee or subtenant to exercise a right of renewal, right of expansion, right of first offer, right of first refusal or similar right held by Tenant; (e) a proposed assignee or subtenant refuses to enter into a written assignment agreement or sublease, satisfactory to Landlord in its reasonable discretion, which provides that it will abide by and assume all of the terms and conditions of this Lease for the term of any assignment or sublease and sublease, or to enter into a consent agreement with Landlord containing such other terms and conditions as Landlord may reasonably deems necessarydeem necessary or appropriate; (f) the use of the Premises by the proposed assignee or subtenant will not will, in Landlord’s commercially reasonable judgment, be identical to the Permitted Useinconsistent with a first-class office building; (g) any guarantor of this Lease refuses to consent to the Transfer or to execute a written agreement reaffirming the guaranty; (h) Tenant is in default under this Lease at the time of the request; (i) if requested by Landlord, the assignee or subtenant refuses to sign a non-disturbance and attornment agreement in favor of Landlord’s lender; (j) Landlord landlord has sued or been sued by the proposed assignee or subtenant or has otherwise been involved in a legal dispute with the proposed assignee or subtenant; (k) the proposed assignee or subtenant is involved in a business which in Landlord’s reasonable judgment is not in keeping with the then current standards of the Building, ; (l) if Landlord or an affiliate of Landlord has space available for lease in the Office Park and the proposed assignee or subtenant is an existing tenant or subtenant of the Building (or any other building in the Office Park owned by an affiliate of Landlord); or (lm) the proposed assignee or subtenant is a person or entity then negotiating with Landlord for the lease of space in the Building (or any other building in the Office Park owned by an affiliate of Landlord). Tenant shall not publicly offer or advertise for any assignment or sublease at a price or rate below the prices or rates at which Landlord is then offering to lease space in the Building.

Standard for Approval. Landlord shall not unreasonably withhold its consent to a Transfer, Transfer provided that Tenant has complied with each and every requirement, term and condition of this Section 12. Tenant acknowledges and agrees that each requirement, term and condition in this Section 12 is a reasonable requirement, term or condition, but that the terms and conditions of this Section 12 are not an exclusive statement of the reasonable grounds on which Landlord may withhold its consent to a Transfer. Without limiting the generality of the foregoing, it It shall be deemed reasonable for Landlord to withhold its consent to a Transfer if any requirement, term or condition of this Section 12 is not complied with, with or: (ai) the Transfer would cause Landlord to be in violation of its obligations under another lease or agreement to which Landlord is a party; (bii) in Landlord’s 's reasonable judgment, a proposed assignee has or subtenant is not a smaller Net Worth than Tenant has on the date of such Transfer, or is less able financially to pay the rents due under this Lease as and when they are due and payablecreditworthy party; (ciii) a proposed assignee’s 's or subtenant’s 's business will impose a burden on the Property’s Building's parking facilities, elevators, Common Areas or utilities that is greater than the burden imposed by Tenant, in Landlord’s 's reasonable judgment; (d) the terms of a proposed assignment or subletting will allow the proposed assignee or subtenant to exercise a right of renewal, right of expansion, right of first offer, right of first refusal or similar right held by Tenant; (eiv) a proposed assignee or subtenant refuses to enter into a written assignment agreement or sublease, reasonably satisfactory to Landlord in its reasonable discretionLandlord, which provides that it will abide by and assume all of the terms and conditions of this Lease for the term of any assignment or sublease and containing such other terms and conditions as Landlord reasonably deems necessary; (fv) the use of the Premises by the proposed assignee or subtenant will be for a use not be identical to the Permitted Usepermitted by this Lease; (gvi) any guarantor of this Lease refuses to consent to the Transfer or to execute a written agreement reaffirming the guaranty; (hvii) Tenant is in default as defined in Section 13.1 at the time of the request (taking into account any grace and cure periods); (viii) if requested by Landlord, the assignee or subtenant refuses to sign a non-disturbance and attornment agreement in favor of Landlord’s 's lender; (jix) Landlord has sued or been sued by the proposed assignee or subtenant or has otherwise been involved in a legal dispute with the proposed assignee or subtenant; (kx) the proposed assignee or subtenant is involved in a business which in Landlord’s reasonable judgment is not in keeping with the then current standards of the Building, or ; (lxi) the proposed assignee or subtenant is a person or entity then negotiating with Landlord for the lease of space in the Building Building; or (xii) the terms of a proposed assignment or any other building subletting will allow the proposed assignee or subtenant to pay a rent less than the prevailing rental rate in the Office Park owned by an affiliate Building at the time of Landlord). Tenant shall not publicly offer or advertise for any assignment or sublease at a price or rate below the prices or rates at which Landlord is then offering Tenant’s request to lease space in the Buildingsuch Transfer.

Standard for Approval. Landlord shall not unreasonably withhold its consent to a Transfer, Transfer provided that Tenant has complied with each and every requirement, term and condition of this Section 12. Tenant acknowledges and agrees that each requirement, term and condition in this Section 12 is a reasonable requirement, term or condition, but that the terms and conditions of this Section 12 are not an exclusive statement of the reasonable grounds on which Landlord may withhold its consent to a Transfer. Without limiting the generality of the foregoing, it It shall be deemed reasonable for Landlord to withhold its consent to a Transfer if any requirement, term or condition of this Section 12 is not complied with, with or: (a) the Transfer would cause Landlord to be in violation of its obligations under another lease or agreement to which Landlord is a party; (b) in Landlord’s 's reasonable judgment, a proposed assignee or subtenant has a smaller Net Worth net worth than Tenant has had on the date of such Transfer, this Lease was entered into with Tenant or is less able financially to pay the rents due under this Lease as and when they are due and payable; (c) a proposed assignee’s 's or subtenant’s 's business will impose a burden on the Property’s Project's parking facilities, elevators, Common Areas or utilities that is greater than the burden imposed by Tenant, in Landlord’s 's reasonable judgment; (d) the terms of a proposed assignment or subletting will allow the proposed assignee or subtenant to exercise a right of renewal, right of expansion, right of first offer, right of first refusal or similar right held by Tenant; (e) a proposed assignee or subtenant refuses to enter into a written assignment agreement or sublease, reasonably satisfactory to Landlord in its reasonable discretionLandlord, which provides that it will abide by and assume all of the terms and conditions of this Lease for the term of any assignment or sublease and containing such other terms and conditions as Landlord reasonably deems necessary; (f) the use of the Premises by the proposed assignee or subtenant will is not be identical to the Permitted Usepermitted by this Lease; (g) any guarantor of this Lease refuses to consent to the Transfer or to execute a written agreement reaffirming the guaranty; (h) Tenant is in default as defined in Section 13.1 at the time of the request; (i) if requested by Landlord, the assignee or subtenant refuses to sign a non-disturbance and attornment agreement in favor of Landlord’s 's lender; (j) Landlord has sued or been sued by the proposed assignee or subtenant or has otherwise been involved in a legal dispute with the proposed assignee or subtenant; (k) the proposed assignee or subtenant is involved in a business which in Landlord’s reasonable judgment is not in keeping with the then current standards of the Building, or Project; (l) the proposed assignee or subtenant is an existing tenant of the Project or is a person or entity then negotiating with Landlord for the lease of space in the Building Project; (or any other building in m) the Office Park owned by an affiliate of Landlord). Tenant shall not publicly offer or advertise for any assignment or sublease at will result in there being more than one subtenant of the Premises (e.g., the assignee or subtenant intends to use the Premises as an executive suite); (n) the assignee or subtenant is a price person or rate below the prices or rates at which entity to whom Landlord is then offering has agreed not to lease space in the BuildingProject pursuant to a lease with another tenant or (o) the assignee or subtenant is a governmental or quasi-governmental entity or an agency, department or instrumentality of a governmental or quasi-governmental agency.