Common use of Reasonable Consent Clause in Contracts

Reasonable Consent. (a) Except as specifically set forth in Section 18.3(b) below or elsewhere in this Article, Landlord will not unreasonably withhold or delay its consent to sublease or an assignment by Tenant. Tenant agrees that Landlord’s withholding of consent to a proposed sublease or assignment will be deemed reasonable if Tenant is in monetary default or in default of other terms after any applicable notice and cure periods, or if any of the following conditions are not SATISFIED: (a) the sublease or assignment complies with this Article and the rest of this Lease, the subtenant or assignee will use the Premises only for the uses permitted in Section 1.1 (k) and otherwise in accordance with this Lease, its use will not increase the risk of possible contamination by Hazardous Materials in Landlord’s reasonable judgment, and the business and reputation of the subtenant or assignee are consistent with the other tenancies and standards of the Project in Landlord’s reasonable judgment; (b) the subtenant or assignee is not a governmental or quasi-governmental entity nor is it a person with diplomatic immunity; (c) the subtenant or assignee is stable and creditworthy and has the independent financial ability to perform its obligations as sublessee or assignee without undue financial burden in Landlord’s reasonable judgment and neither it nor its predecessors in interest has had a receiver appointed to manage its affairs or in connection with any of its assets or been subject to a bankruptcy or reorganization, criminal judgments, sanctions, consent decrees or similar actions by the SEC or other governmental or quasi-governmental authorities; (d) the terms of the Transfer prohibit the Transferee from exercising (or occupying space leased by Tenant pursuant to Tenant’s exercise of) any right to extend, renew or cancel this Lease or any part thereof or lease additional space in the Project; (e) Landlord’s Mortgagees consent (if their consent is required); (f) there will be no more than an aggregate of two (2) subleases of the Premises, (g) the subtenant uses the Premises for an office use consistent with an office use for a Class A office building and (h) neither Tenant nor any broker, agent or other representative retained by tenant shall have publicly advertised the availability of the Premises without prior notice to and approval by Landlord (which approval shall be with respect to the advertisement itself as opposed to the right to advertise), nor shall any public advertisement state the proposed rental, but nothing contained herein shall be deemed to prohibit Tenant, without Landlord’s reasonable consent or approval, from listing with brokers the availability of the Premises for sublet or assignment at any rental rate, and broker’s fliers or listings and Tenant’s marketing materials shall not be deemed to constitute public advertisements. These conditions are not exclusive and Landlord may reasonably consider other factors deemed to be relevant in determining if Landlord should grant or reasonably withhold its consent. (b) If Tenant proposes to assign or sublease or otherwise Transfer all or a portion of the Premises (except to a valid assignee or sublessee pursuant to a Transfer permitted without consent under Section 18.5(c)), Landlord will have the right, but not the obligation, either to: consent or reasonably withhold consent under Section 18.3(a). In addition to the options provided in the foregoing sentence, if the proposed transfer is an assignment of sublease of the entire Premises, the Landlord may construe the proposal as an offer to Landlord on the same terms as with the proposed Transferee, which may be accepted by Landlord (although Landlord will always have the right to further sublease, assign or Transfer without Tenant’s review or approval); or terminate the Lease with respect to the space to be assigned, subleased or otherwise Transferred (which space may be reasonably reconfigured by Landlord at its sole cost and expense to obtain a discrete and architecturally complete space leaseable to others if less than all of the Premises is involved), provided that in any case Landlord notifies Tenant in writing within the twenty-one (21) day period described in Section 18.2. If Landlord so elects to terminate, this Lease will terminate on the date specified by Landlord in its notice (but not prior to the proposed transfer date) to Tenant as if such date were the expiration date of this Lease with respect to that space. The termination date specified by Landlord will be not less than thirty (30) days or more than ninety (90) days after the date of Landlord’s election notice. As of the termination date, Tenant no longer will have any liability for the rent and other obligations under the Lease for periods thereafter for that portion of the Premises, and Tenant’s parking rights (assigned and unassigned parking) will be proportionally reduced. At Landlord’s election, Tenant will execute an amendment of this Lease confirming the terms of such termination. If Landlord exercises its right to accept the offer or terminate all or a part of the Lease as set forth above, it will have the right to not lease the space or enter into a lease or other agreement for all or parts of the space from time to time with any other person(s), including, without limitation, Tenant’s proposed Transferee, on terms acceptable to Landlord in its sole and arbitrary discretion, and notwithstanding anything to the contrary, Tenant will have no right or interest in any rent or other consideration payable under those leases or other agreements. Landlord’s right to recapture under this subsection 18.3(b) shall not apply to permitted transfers under Section 18.5(c) below or transfers which would have otherwise been permitted under Section 18.5(c), except the Transferee failed the net worth, credit rating and financial capability test under said subsection (c).

Reasonable Consent. (a) Except as specifically otherwise set forth in this Section 18.3(b) below or elsewhere in this Article18, Landlord will not unreasonably withhold or delay its consent to sublease or an assignment or sublease by TenantTenant (and it will have at least fifteen (15) business days after delivery of the information required in Section 18.2), but Landlord may withhold its consent arbitrarily and in its sole discretion to any hypothecation, assignment for security purposes or other Transfer or to any requested assignment or sublease before Tenant has occupied and begun to conduct business insubstantially all of the Premises, has confirmed in writing the correct Rent Commencement Dates and that it has accepted the Premises and Landlord’s Work in all respects, and Tenant has paid its first full month’s rent for the Premises. Tenant agrees that Landlord’s withholding of consent to a proposed sublease or assignment will be deemed reasonable if Tenant is in monetary default or in default any of the other terms after any applicable notice and cure periodsconditions of this Article have not been complied with, or if any of the following conditions are not SATISFIEDsatisfied: (a) the sublease or assignment complies with this Article and the rest Transfer does not violate any terms of this Lease, the subtenant or assignee will use the Premises only for the uses permitted in Section 1.1 (k1.1(i) and otherwise in accordance with this Lease, its Lease and such use will not increase the risk of possible contamination by Hazardous Materials hazardous substances in Landlord’s reasonable judgment, and the business and reputation of the subtenant or assignee are consistent with the other tenancies and standards of the Project in Landlord’s reasonable judgment; (b) the subtenant or assignee is not a governmental or quasi-governmental entity nor is it a person with diplomatic immunity; (c) the subtenant or assignee is stable as reputable and creditworthy as Tenant and has the independent financial ability to perform the obligations of Tenant under this Lease (if the Transferee is an assignee) or its obligations as sublessee or assignee under its sublease (if the Transferee is a sublessee) without undue financial burden in Landlord’s reasonable judgment judgment, and neither it nor its predecessors in interest is then subject to a bankruptcy or reorganization, or then has had a receiver appointed to manage its affairs or in connection with any of its assets assets, or has been subject to a bankruptcy or reorganization, material criminal judgments, sanctions, consent decrees or similar actions by the SEC or other governmental or quasi-governmental authorities; (c) the rent per square foot proposed to be payable by the Transferee is at least 85% of the rent then currently charged by Landlord for comparable space in the Project or under this Lease, whichever is greater; (d) the terms of if the Transfer is a sublease it must prohibit the Transferee and Tenant from exercising (or occupying space leased by Tenant pursuant to Tenant’s exercise of) any right to extend, renew or cancel this Lease or any part thereof or lease additional space in the Projector exercising similar rights under this Lease; (e) Landlord’s Mortgagees consent (if their consent is required); and (f) there will be no more than an aggregate of two three (23) subleases of the Premises, (g) the subtenant uses the Premises for an office use consistent with an office use for a Class A office building and (h) neither Tenant nor any broker, agent or other representative retained by tenant shall have publicly advertised the availability of the Premises without prior notice to and approval by Landlord (which approval shall be with respect to the advertisement itself as opposed to the right to advertise), nor shall any public advertisement state the proposed rental, but nothing contained herein shall be deemed to prohibit Tenant, without Landlord’s reasonable consent or approval, from listing with brokers the availability of the Premises for sublet or assignment at any rental rate, and broker’s fliers or listings and Tenant’s marketing materials shall not be deemed to constitute public advertisements. These conditions are not exclusive and Landlord may reasonably consider other factors reasonably deemed to be relevant in determining if Landlord should grant or reasonably withhold its consent. (b) If Tenant proposes to assign or sublease or otherwise Transfer all or a portion of the Premises (except to a valid assignee or sublessee pursuant to a Transfer permitted without consent under Section 18.5(c)), Landlord will have the right, but not the obligation, either to: consent or reasonably withhold consent under Section 18.3(a). In addition to the options provided in the foregoing sentence, if the proposed transfer is an assignment of sublease of the entire Premises, the Landlord may construe the proposal as an offer to Landlord on the same terms as with the proposed Transferee, which may be accepted by Landlord (although Landlord will always have the right to further sublease, assign or Transfer without Tenant’s review or approval); or terminate the Lease with respect to the space to be assigned, subleased or otherwise Transferred (which space may be reasonably reconfigured by Landlord at its sole cost and expense to obtain a discrete and architecturally complete space leaseable to others if less than all of the Premises is involved), provided that in any case Landlord notifies Tenant in writing within the twenty-one (21) day period described in Section 18.2. If Landlord so elects to terminate, this Lease will terminate on the date specified by Landlord in its notice (but not prior to the proposed transfer date) to Tenant as if such date were the expiration date of this Lease with respect to that space. The termination date specified by Landlord will be not less than thirty (30) days or more than ninety (90) days after the date of Landlord’s election notice. As of the termination date, Tenant no longer will have any liability for the rent and other obligations under the Lease for periods thereafter for that portion of the Premises, and Tenant’s parking rights (assigned and unassigned parking) will be proportionally reduced. At Landlord’s election, Tenant will execute an amendment of this Lease confirming the terms of such termination. If Landlord exercises its right to accept the offer or terminate all or a part of the Lease as set forth above, it will have the right to not lease the space or enter into a lease or other agreement for all or parts of the space from time to time with any other person(s), including, without limitation, Tenant’s proposed Transferee, on terms acceptable to Landlord in its sole and arbitrary discretion, and notwithstanding anything to the contrary, Tenant will have no right or interest in any rent or other consideration payable under those leases or other agreements. Landlord’s right to recapture under this subsection 18.3(b) shall not apply to permitted transfers under Section 18.5(c) below or transfers which would have otherwise been permitted under Section 18.5(c), except the Transferee failed the net worth, credit rating and financial capability test under said subsection (c).

Reasonable Consent. (a) Except as specifically set forth in Section 18.3(b) below or elsewhere in this Article, Landlord will not unreasonably withhold or delay its consent to sublease or an assignment or sublease by Tenant. Landlord may withhold its consent to any hypothecation, assignment for security purposes or other Transfer arbitrarily and in its sole discretion. Tenant agrees that Landlord’s 's withholding of consent to a proposed sublease or assignment will be deemed reasonable if Tenant is in monetary default or in default any of the other material terms after any applicable notice and cure periodsconditions of this Article have not been complied with, or if any of the following conditions are not SATISFIEDsatisfied: (a) the sublease or assignment complies with this Article and the rest of this Lease, the subtenant or assignee will use the Building and the Premises only for the uses permitted in Section 1.1 (k1.1(h) and otherwise in accordance with this Lease, its use will not increase the risk of possible contamination by Hazardous Materials in Landlord’s reasonable judgment, and the business and reputation of the subtenant or assignee are consistent with the other tenancies reasonably acceptable to Landlord and standards of the Project in Landlord’s reasonable judgment' Mortgagees (and Landlord's Mortgagees will not unreasonably withhold or delay their consent); (b) the subtenant or assignee is not a governmental or quasi-governmental entity nor is it a person with diplomatic immunity; (c) the subtenant or assignee is stable reputable and creditworthy and has the independent financial ability to perform its obligations as sublessee under its assignment or assignee sublease without undue financial burden in Landlord’s 's reasonable judgment (which reasonable judgment shall be deemed satisfied if the subtenant or assignee has a net worth, credit rating and neither financial capability at least equal to Tenant's when Tenant executed this Lease), and it nor its predecessors in interest has had a is not then subject to any bankruptcy or reorganization plan, proceeding or order, and no receiver appointed to manage is managing its affairs or in connection with any of its assets or been subject to a bankruptcy or reorganization, criminal judgments, sanctions, consent decrees or similar actions by the SEC or other governmental or quasi-governmental authoritiesassets; and (d) the terms of the Transfer prohibit the Transferee from exercising (or occupying space leased by Tenant pursuant to Tenant’s exercise of) any right to extend, renew or cancel this Lease or any part thereof or lease additional space in the Project; (e) Landlord’s Mortgagees consent (if their consent is required); (fc) there will be no more than an aggregate of two six (26) subleases of the Premises, (g) the subtenant uses the Premises for an office use consistent with an office use for a Class A office building and (h) neither Tenant nor any broker, agent or other representative retained by tenant shall have publicly advertised the availability of the Premises without prior notice to and approval by Landlord (which approval shall be with respect to the advertisement itself as opposed to the right to advertise), nor shall any public advertisement state the proposed rental, but nothing contained herein shall be deemed to prohibit Tenant, without Landlord’s reasonable consent or approval, from listing with brokers the availability of the Premises for sublet or assignment at any rental rate, and broker’s fliers or listings and Tenant’s marketing materials shall not be deemed to constitute public advertisementsone time. These conditions are not exclusive and Landlord may reasonably consider other factors deemed to be relevant in determining if Landlord should grant or reasonably withhold its consent. (b) If Tenant proposes to assign or sublease or otherwise Transfer all or a portion of the Premises (except to a valid assignee or sublessee pursuant to a Transfer permitted without consent under Section 18.5(c)), Landlord will have the right, but not the obligation, either to: consent or reasonably withhold consent under Section 18.3(a). In addition to the options provided in the foregoing sentence, if the proposed transfer is an assignment of sublease of the entire Premises, the Landlord may construe the proposal as an offer to Landlord on the same terms as with the proposed Transferee, which may be accepted by Landlord (although Landlord will always have the right to further sublease, assign or Transfer without Tenant’s review or approval); or terminate the Lease with respect to the space to be assigned, subleased or otherwise Transferred (which space may be reasonably reconfigured by Landlord at its sole cost and expense to obtain a discrete and architecturally complete space leaseable to others if less than all of the Premises is involved), provided that in any case Landlord notifies Tenant in writing within the twenty-one (21) day period described in Section 18.2. If Landlord so elects to terminate, this Lease will terminate on the date specified by Landlord in its notice (but not prior to the proposed transfer date) to Tenant as if such date were the expiration date of this Lease with respect to that space. The termination date specified by Landlord will be not less than thirty (30) days or more than ninety (90) days after the date of Landlord’s election notice. As of the termination date, Tenant no longer will have any liability for the rent and other obligations under the Lease for periods thereafter for that portion of the Premises, and Tenant’s parking rights (assigned and unassigned parking) will be proportionally reduced. At Landlord’s election, Tenant will execute an amendment of this Lease confirming the terms of such termination. If Landlord exercises its right to accept the offer or terminate all or a part of the Lease as set forth above, it will have the right to not lease the space or enter into a lease or other agreement for all or parts of the space from time to time with any other person(s), including, without limitation, Tenant’s proposed Transferee, on terms acceptable to Landlord in its sole and arbitrary discretion, and notwithstanding anything to the contrary, Tenant will have no right or interest in any rent or other consideration payable under those leases or other agreements. Landlord’s right to recapture under this subsection 18.3(b) shall not apply to permitted transfers under Section 18.5(c) below or transfers which would have otherwise been permitted under Section 18.5(c), except the Transferee failed the net worth, credit rating and financial capability test under said subsection (c).

Reasonable Consent. (a) Except as specifically set forth in Section 18.3(b) below or elsewhere in this ArticleIf Tenant complies with the following conditions, Landlord will shall not unreasonably withhold or delay its consent to sublease or an assignment by Tenant. Tenant agrees that Landlord’s withholding of consent to a proposed sublease or assignment will be deemed reasonable if Tenant is in monetary default or in default of other terms after any applicable notice and cure periods, or if any the subletting of the following conditions are not SATISFIED: (a) Premises or any portion thereof or the sublease or assignment complies with this Article and the rest of this Lease. Prior to any proposed Transfer, Tenant shall submit in writing to Landlord (i) the subtenant name and legal composition of the proposed assignee, subtenant, user or assignee will use other transferee (each a "Transferee"); (ii) the Premises only nature of the business proposed to be carried on in the Premises; (ii) a current balance sheet, income statements for the uses permitted in Section 1.1 last two years and such other reasonable financial and other information concerning the proposed Transferee as Landlord may request; and (kiv) and otherwise in accordance with this Lease, its use will not increase the risk of possible contamination by Hazardous Materials in Landlord’s reasonable judgment, and the business and reputation a copy of the subtenant or assignee are consistent with the other tenancies and standards of the Project in Landlord’s reasonable judgment; (b) the subtenant or assignee is not a governmental or quasi-governmental entity nor is it a person with diplomatic immunity; (c) the subtenant or assignee is stable and creditworthy and has the independent financial ability to perform its obligations as sublessee or assignee without undue financial burden in Landlord’s reasonable judgment and neither it nor its predecessors in interest has had a receiver appointed to manage its affairs or in connection with any of its assets or been subject to a bankruptcy or reorganizationproposed assignment, criminal judgments, sanctions, consent decrees or similar actions by the SEC sublease or other governmental or quasi-governmental authorities; agreement governing the proposed Transfer. Within fifteen (d15) the terms of the Transfer prohibit the Transferee from exercising (or occupying space leased by Business Days after Landlord receives all such information it shall notify Tenant pursuant to Tenant’s exercise of) any right Section 17.7 - Landlord's Right to extend, renew or cancel this Lease or any part thereof or lease additional space in the Project; (e) Landlord’s Mortgagees consent (if their consent is required); (f) there will be no more than an aggregate of two (2) subleases of the Premises, (g) the subtenant uses the Premises for an office use consistent with an office use for a Class A office building and (h) neither Tenant nor any broker, agent or other representative retained by tenant shall have publicly advertised the availability of the Premises without prior notice to and approval by Landlord (which approval shall be with respect to the advertisement itself as opposed to the right to advertise), nor shall any public advertisement state the proposed rental, but nothing contained herein shall be deemed to prohibit Tenant, without Landlord’s reasonable consent or approval, from listing with brokers the availability of the Premises for sublet or assignment at any rental rate, and broker’s fliers or listings and Tenant’s marketing materials shall not be deemed to constitute public advertisements. These conditions are not exclusive and Landlord may reasonably consider other factors deemed to be relevant in determining if Landlord should grant or reasonably withhold its consentSpace. (b) If Tenant proposes The parties hereto agree and acknowledge that, among other circumstances for which Landlord could reasonably withhold consent to assign or sublease or otherwise Transfer all or a proposed Transfer, it shall be reasonable for Landlord to withhold consent where (i) the proposed Transferee does not intend itself to occupy the entire portion of the Premises assigned or sublet, (except ii) Landlord disapproves of the Transferee's business operating ability or history, reputation or credit worthiness or the character of the business to be conducted by the Transferee at the Premised, (iii) the Transferee is a valid assignee governmental agency or sublessee pursuant to a unit or an existing tenant in the Project or Building, (iv) the proposed Transfer permitted without consent under Section 18.5(c))would violate any "exclusive" rights of any tenants in the Project or Building, (v) Landlord will other wise determines that the proposed Transfer would have the righteffect of decreasing the value of the Building or increasing the expenses associated with operating, but not maintaining and repairing the obligation, either to: consent or reasonably withhold consent under Section 18.3(a)Property. In addition to the options provided in the foregoing sentence, if the proposed transfer is an assignment of sublease of the entire Premises, the Landlord no event may construe the proposal as an Tenant publicly offer to Landlord on the same terms as with the proposed Transferee, which may be accepted by Landlord (although Landlord will always have the right to further sublease, assign or Transfer without Tenant’s review advertise all or approval); or terminate the Lease with respect to the space to be assigned, subleased or otherwise Transferred (which space may be reasonably reconfigured by Landlord at its sole cost and expense to obtain a discrete and architecturally complete space leaseable to others if less than all any portion of the Premises is involved), provided for assignment or sublease at a rental less than that in any case Landlord notifies Tenant in writing within the twenty-one (21) day period described in Section 18.2. If Landlord so elects to terminate, this Lease will terminate on the date specified then sought by Landlord for a direct lease (non-sublease) of comparable space in its notice (but not prior to the proposed transfer date) to Tenant as if such date were the expiration date of this Lease with respect to that space. The termination date specified by Landlord will be not less than thirty (30) days Project or more than ninety (90) days after the date of Landlord’s election notice. As of the termination date, Tenant no longer will have any liability for the rent and other obligations under the Lease for periods thereafter for that portion of the Premises, and Tenant’s parking rights (assigned and unassigned parking) will be proportionally reduced. At Landlord’s election, Tenant will execute an amendment of this Lease confirming the terms of such termination. If Landlord exercises its right to accept the offer or terminate all or a part of the Lease as set forth above, it will have the right to not lease the space or enter into a lease or other agreement for all or parts of the space from time to time with any other person(s), including, without limitation, Tenant’s proposed Transferee, on terms acceptable to Landlord in its sole and arbitrary discretion, and notwithstanding anything to the contrary, Tenant will have no right or interest in any rent or other consideration payable under those leases or other agreements. Landlord’s right to recapture under this subsection 18.3(b) shall not apply to permitted transfers under Section 18.5(c) below or transfers which would have otherwise been permitted under Section 18.5(c), except the Transferee failed the net worth, credit rating and financial capability test under said subsection (c)Building.

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

Reasonable Consent. (a) Except If Tenant complies with the following conditions, Landlord shall not unreasonably withhold its consent to the subletting of the Premises or any portion thereof or the assignment of this Lease. Prior to any proposed Transfer, Tenant shall submit in writing to Landlord (i) the name and legal composition of the proposed assignee, subtenant, user or other transferee (each a "TRANSFEREE"); (ii) the nature of the business proposed to be carried on in the Premises; (iii) a current balance sheet, income statements for the last two years and such other reasonable financial and other information concerning the proposed Transferee as specifically Landlord may request; and (iv) a copy of the proposed assignment, sublease or other agreement governing the proposed Transfer. Within fifteen (15) Business Days after Landlord receives all such information it shall notify Tenant whether it approves or disapproves such Transfer or if it elects to proceed under Section 14.7 - LANDLORD'S RIGHT TO SPACE; provided however, Landlord's failure to so notify Tenant shall constitute Landlord's approval of such Transfer. Notwithstanding the foregoing, Landlord hereby pre-approves a Transfer to an Affiliate (as defined below) of ▇▇▇▇▇▇▇ Sports, Inc., provided that Tenant complies with the requirements of the second sentence of this Section 14.2 (a); the Transfer will comply with the conditions set forth in Section 18.3(b14.2(b) below below; and such Transferee agrees in writing to assume all of Tenant's obligations under this Lease. For purposes of this Article 14, the term "AFFILIATE" means any person(s) or elsewhere entity(ies) which now own(s), directly or indirectly, at least fifty percent (50%) voting control of the Tenant ("CURRENT OWNERS") and any entity in this Articlewhich the Tenant or Tenant's Current Owners own, Landlord will not unreasonably withhold directly or delay its consent indirectly, at least fifty percent (50%) voting control, unless Tenant establishes to sublease Landlord's reasonable satisfaction that "CONTROL" is held by means other than ownership or voting, in which case "CONTROL" shall mean the power to direct the management policies of an assignment entity, as so established by Tenant. Tenant agrees that Landlord’s withholding of consent to a proposed sublease or assignment will be deemed reasonable if Tenant is in monetary default or in default of other terms after any applicable notice and cure periods, or if any of the following conditions are not SATISFIED: (a) the sublease or assignment complies with this Article and the rest of this Lease, the subtenant or assignee will use the Premises only for the uses permitted in Section 1.1 (k) and otherwise in accordance with this Lease, its use will not increase the risk of possible contamination by Hazardous Materials in Landlord’s reasonable judgment, and the business and reputation of the subtenant or assignee are consistent with the other tenancies and standards of the Project in Landlord’s reasonable judgment; (b) the subtenant or assignee is not a governmental or quasi-governmental entity nor is it a person with diplomatic immunity; (c) the subtenant or assignee is stable and creditworthy and has the independent financial ability to perform its obligations as sublessee or assignee without undue financial burden in Landlord’s reasonable judgment and neither it nor its predecessors in interest has had a receiver appointed to manage its affairs or in connection with any of its assets or been subject to a bankruptcy or reorganization, criminal judgments, sanctions, consent decrees or similar actions by the SEC or other governmental or quasi-governmental authorities; (d) the terms of the Transfer prohibit the Transferee from exercising (or occupying space leased by Tenant pursuant to Tenant’s exercise of) any right to extend, renew or cancel this Lease or any part thereof or lease additional space in the Project; (e) Landlord’s Mortgagees consent (if their consent is required); (f) there will be no more than an aggregate of two (2) subleases of the Premises, (g) the subtenant uses the Premises for an office use consistent with an office use for a Class A office building and (h) neither Tenant nor any broker, agent or other representative retained by tenant shall have publicly advertised the availability of the Premises without prior notice to and approval by Landlord (which approval shall be with respect to the advertisement itself as opposed to the right to advertise), nor shall any public advertisement state the proposed rental, but nothing contained herein shall be deemed to prohibit Tenant, without Landlord’s reasonable consent or approval, from listing with brokers the availability of the Premises for sublet or assignment at any rental rate, and broker’s fliers or listings and Tenant’s marketing materials shall not be deemed to constitute public advertisements. These conditions are not exclusive and Landlord may reasonably consider other factors deemed to be relevant in determining if Landlord should grant or reasonably withhold its consent. (b) If Tenant proposes to assign or sublease or otherwise Transfer all or a portion of the Premises (except to a valid assignee or sublessee pursuant to a Transfer permitted without consent under Section 18.5(c)), Landlord will have the right, but not the obligation, either to: consent or reasonably withhold consent under Section 18.3(a). In addition to the options provided in the foregoing sentence, if the proposed transfer is an assignment of sublease of the entire Premises, the Landlord may construe the proposal as an offer to Landlord on the same terms as with the proposed Transferee, which may be accepted by Landlord (although Landlord will always have the right to further sublease, assign or Transfer without Tenant’s review or approval); or terminate the Lease with respect to the space to be assigned, subleased or otherwise Transferred (which space may be reasonably reconfigured by Landlord at its sole cost and expense to obtain a discrete and architecturally complete space leaseable to others if less than all of the Premises is involved), provided that in any case Landlord notifies Tenant in writing within the twenty-one (21) day period described in Section 18.2. If Landlord so elects to terminate, this Lease will terminate on the date specified by Landlord in its notice (but not prior to the proposed transfer date) to Tenant as if such date were the expiration date of this Lease with respect to that space. The termination date specified by Landlord will be not less than thirty (30) days or more than ninety (90) days after the date of Landlord’s election notice. As of the termination date, Tenant no longer will have any liability for the rent and other obligations under the Lease for periods thereafter for that portion of the Premises, and Tenant’s parking rights (assigned and unassigned parking) will be proportionally reduced. At Landlord’s election, Tenant will execute an amendment of this Lease confirming the terms of such termination. If Landlord exercises its right to accept the offer or terminate all or a part of the Lease as set forth above, it will have the right to not lease the space or enter into a lease or other agreement for all or parts of the space from time to time with any other person(s), including, without limitation, Tenant’s proposed Transferee, on terms acceptable to Landlord in its sole and arbitrary discretion, and notwithstanding anything to the contrary, Tenant will have no right or interest in any rent or other consideration payable under those leases or other agreements. Landlord’s right to recapture under this subsection 18.3(b) shall not apply to permitted transfers under Section 18.5(c) below or transfers which would have otherwise been permitted under Section 18.5(c), except the Transferee failed the net worth, credit rating and financial capability test under said subsection (c).

Reasonable Consent. (a) Except Prior to any proposed Transfer, Tenant shall submit in writing to Landlord a request for Landlord’s consent to the proposed Transfer (a “Transfer Consent Request”) together with all of the following: (i) the name and legal composition of the Proposed Transferee, (ii) the nature of the business proposed to be carried on in the Premises; (iii) a current balance sheet, income and cash flow statements for the last two years, and such other reasonable financial and other information concerning the Proposed Transferee as specifically set forth in Section 18.3(bLandlord may request; and (iv) below a copy of the proposed assignment, sublease or elsewhere in this Articleother agreement governing the proposed Transfer. No later than twenty (20) days after Landlord receives Tenant’s Transfer Consent Request and all of such information, Landlord will not unreasonably withhold shall notify Tenant whether it approves or delay its consent disapproves such Transfer or if it elects to sublease or an assignment by Tenant. Tenant agrees that proceed under Section 14.7 (Landlord’s withholding of consent Right to a proposed sublease or assignment will be deemed reasonable if Tenant is in monetary default or in default of other terms after any applicable notice and cure periods, or if any of the following conditions are not SATISFIED: (a) the sublease or assignment complies with this Article and the rest of this Lease, the subtenant or assignee will use the Premises only for the uses permitted in Section 1.1 (k) and otherwise in accordance with this Lease, its use will not increase the risk of possible contamination by Hazardous Materials in Landlord’s reasonable judgment, and the business and reputation of the subtenant or assignee are consistent with the other tenancies and standards of the Project in Landlord’s reasonable judgment; (b) the subtenant or assignee is not a governmental or quasi-governmental entity nor is it a person with diplomatic immunity; (c) the subtenant or assignee is stable and creditworthy and has the independent financial ability to perform its obligations as sublessee or assignee without undue financial burden in Landlord’s reasonable judgment and neither it nor its predecessors in interest has had a receiver appointed to manage its affairs or in connection with any of its assets or been subject to a bankruptcy or reorganization, criminal judgments, sanctions, consent decrees or similar actions by the SEC or other governmental or quasi-governmental authorities; (d) the terms of the Transfer prohibit the Transferee from exercising (or occupying space leased by Tenant pursuant to Tenant’s exercise of) any right to extend, renew or cancel this Lease or any part thereof or lease additional space in the Project; (e) Landlord’s Mortgagees consent (if their consent is requiredSpace); (f) there will be no more than an aggregate of two (2) subleases of the Premises, (g) the subtenant uses the Premises for an office use consistent with an office use for a Class A office building and (h) neither Tenant nor any broker, agent or other representative retained by tenant shall have publicly advertised the availability of the Premises without prior notice to and approval by Landlord (which approval shall be with respect to the advertisement itself as opposed to the right to advertise), nor shall any public advertisement state the proposed rental, but nothing contained herein shall be deemed to prohibit Tenant, without Landlord’s reasonable consent or approval, from listing with brokers the availability of the Premises for sublet or assignment at any rental rate, and broker’s fliers or listings and Tenant’s marketing materials shall not be deemed to constitute public advertisements. These conditions are not exclusive and Landlord may reasonably consider other factors deemed to be relevant in determining if Landlord should grant or reasonably withhold its consent. (b) If Tenant proposes acknowledges and agrees that, among other circumstances for which Landlord could reasonably withhold consent to assign or sublease or otherwise Transfer all or a proposed Transfer, it shall be reasonable for Landlord to withhold consent where (i) the Proposed Transferee does not intend itself to occupy the entire portion of the Premises assigned or sublet, (except ii) Landlord reasonably disapproves of the Proposed Transferee’s business operating ability or history, reputation or creditworthiness or the character of the business to be conducted by the Proposed Transferee at the Premises, (iii) the Proposed Transferee is a valid assignee governmental agency or sublessee pursuant to a Transfer permitted without consent under Section 18.5(c)), Landlord will have the right, but not the obligation, either to: consent unit or reasonably withhold consent under Section 18.3(a). In addition to the options provided an existing tenant in the foregoing sentenceBuilding, if (iv) the proposed transfer is an assignment Transfer would violate any “exclusive” rights of sublease of any tenants in the entire PremisesBuilding, the Landlord may construe the proposal as an offer to Landlord on the same terms as with the (v) a proposed TransfereeTransfer would violate any Encumbrance, which may be accepted by Landlord (although Landlord will always have the right to further sublease, assign or Transfer without Tenant’s review or approval); or terminate the Lease with respect to the space to be assigned, subleased or otherwise Transferred (which space may be reasonably reconfigured by Landlord at its sole cost and expense to obtain a discrete and architecturally complete space leaseable to others if less than all of the Premises is involved), provided that in vi) any case Landlord notifies Tenant in writing within the twenty-one (21) day period described in Section 18.2. If Landlord so elects to terminate, this Lease will terminate on the date specified by Landlord in its notice (but not prior Lender objects to the proposed transfer dateTransfer, or (vii) to Tenant as if such date were Landlord otherwise determines that the expiration date proposed Transfer would have the effect of this Lease with respect to that space. The termination date specified by Landlord will be not less than thirty (30) days or more than ninety (90) days after decreasing the date of Landlord’s election notice. As value of the termination dateProperty or increasing the expenses associated with operating, Tenant no longer will have any liability for maintaining and repairing the rent and other obligations under the Lease for periods thereafter for that portion of the Premises, and Tenant’s parking rights (assigned and unassigned parking) will be proportionally reduced. At Landlord’s election, Tenant will execute an amendment of this Lease confirming the terms of such termination. If Landlord exercises its right to accept the offer or terminate all or a part of the Lease as set forth above, it will have the right to not lease the space or enter into a lease or other agreement for all or parts of the space from time to time with any other person(s), including, without limitation, Tenant’s proposed Transferee, on terms acceptable to Landlord in its sole and arbitrary discretion, and notwithstanding anything to the contrary, Tenant will have no right or interest in any rent or other consideration payable under those leases or other agreements. Landlord’s right to recapture under this subsection 18.3(b) shall not apply to permitted transfers under Section 18.5(c) below or transfers which would have otherwise been permitted under Section 18.5(c), except the Transferee failed the net worth, credit rating and financial capability test under said subsection (c)Property.

Reasonable Consent. (a) Except as specifically set forth in Section 18.3(b) below or elsewhere in this Article, 15.5.1. Landlord will shall not unreasonably withhold withhold, condition or delay its consent to sublease any proposed assignment of the Lease or a Major Sublease of the Premises or any portion thereof. Landlord shall not disapprove any proposed assignment of this Lease or Major Sublease for reasons that would not be reasonable grounds for a private Landlord to disapprove such transaction; provided that in no event shall any Transferee be an assignment Excluded Contractor. Among the factors to be considered by Landlord in determining whether to consent may be: (i) the proposed Transferee’s proof of authority, qualification to do business, and legal status; (ii) the nature and quality of the hotel business proposed to be carried on in the Premises is in material compliance with the terms of this Lease; (iii) evidence reasonably satisfactory to Landlord submitted by Tenant or otherwise available to Landlord that the proposed Transferee or subtenant has a satisfactory business reputation; (iv) Tenant reasonably establishes that the proposed assignee has (1) demonstrable prior successful experience in operating (either itself or a Person holding a controlling interest in the assignee either directly in having directly operated or indirectly in having previously retained a hotel management company to operate) hotels and restaurants of similar or better quality than the one required to be operated on the Premises by Tenant, (2) sufficient capability (either directly or indirectly by retaining an experienced Person (such as an employee or consultant or controlling Person) to manage properties of historic significance, and (3) sufficient financial wherewithal to perform its obligations under this Lease. 15.5.2. Tenant agrees that In the event the proposed assignee is an entity which does not itself have either direct or indirect demonstrable successful prior experience in operating hotels of similar or better quality and thus also does not have a good general business reputation as a hotel owner or Operator as required by Section 15.5. 1 (iii) and (iv), the proposed assignee may satisfy Section 15.5.I(iii) and (iv) by reasonably establishing to Landlord’s withholding of consent to a proposed sublease or assignment will be deemed reasonable if Tenant is in monetary default or in default of other terms after any applicable notice and cure periods, or if any of the following conditions are not SATISFIEDsatisfaction that: (a) it or an entity or Person owning a controlling interest in it has demonstrable successful prior experience in operating an active business (other than as a mere passive investor) or in actively developing real estate of value comparable to the sublease Premises; (b) it has a very good general business reputation in the business in which it has been engaged; (c) it retains under a written operating agreement, a copy of which shall be provided to Landlord along with Tenant’s request for consent to assignment, a hotel management company which has demonstrable successful prior experience in operating hotels of generally comparable quality as the Hotel; and (d) such hotel management company meets the criteria set forth in Section 15.1. Landlord shall approve or disapprove any proposed assignment complies within twenty (20) days after request therefor from Tenant together with written presentation by Tenant of sufficiently detailed information pursuant to Section 15.5.1(i) through Section 15.5. 1 (iv) above. If Landlord shall disapprove of any such proposed assignment, such disapproval shall include Landlord’s stated reasons for such disapproval in reasonable detail. If (i) Landlord fails to approve or disapprove any proposed assignment within such twenty (20) day period, (ii) Tenant thereafter makes a second request for Landlord’s approval of the proposed assignment and (iii) Landlord fails to approve or disapprove the proposed assignment within ten (10) days after Tenant’s second request, then Tenant shall have the right to recover all reasonable additional costs and expenses incurred by Tenant (and to such other relief as may be available to Tenant at law or in equity) by reason of Landlord’s failure timely to respond or Landlord’s wrongful disapproval, and such rights shall arise immediately after the expiration of such ten (10) day period, without regard to any cure period that otherwise would be applicable pursuant to this Article and Lease, including without limitation the rest of cure period in Section 27.2.1. Notwithstanding the foregoing, in order for any assignment or other transfer to be effective for any purpose under this Lease, the subtenant proposed assignee must assume in writing the performance of all of the terms, covenants, and conditions on the part of Tenant to be performed hereunder from and after the date of such assignment or assignee will use other transfer. In the Premises only event an assignment is approved by Landlord but not completed within one (1) year after said approval, any future assignment to the approved party shall again be subject to re-approval pursuant to this Section 15.5. Without limiting the other provisions to which Section 19.2 applies, any request for Landlord’s consent pursuant to this Section 15.5.2 shall comply with Section 19.2. 15.5.3. Nothing contained in this Section 15.5 shall be construed as prohibiting the uses permitted in Section 1.1 (k) granting by Tenant of a Leasehold Mortgage which is made subject to and otherwise in accordance with the terms, covenants and provisions of this Lease, its use will not increase or the risk of possible contamination by Hazardous Materials in Landlord’s reasonable judgment, and the business and reputation of the subtenant or assignee are consistent with the other tenancies and standards of the Project in Landlord’s reasonable judgment; (b) the subtenant or assignee is not a governmental or quasi-governmental entity nor is it a person with diplomatic immunity; (c) the subtenant or assignee is stable and creditworthy and has the independent financial ability to perform its obligations as sublessee or assignee without undue financial burden in Landlord’s reasonable judgment and neither it nor its predecessors in interest has had a receiver appointed to manage its affairs or in connection with any of its assets or been subject to a bankruptcy or reorganization, criminal judgments, sanctions, consent decrees or similar actions by the SEC or other governmental or quasi-governmental authorities; (d) the terms of the Transfer prohibit the Transferee from exercising foreclosure (or occupying space leased by Tenant pursuant to Tenant’s exercise ofdeed in lieu thereof) of any right to extend, renew or cancel this Lease or any part thereof or lease additional space in the Project; (e) Landlord’s Mortgagees consent (if their consent is required); (f) there will be no more than an aggregate of two (2) subleases of the Premises, (g) the subtenant uses the Premises for an office use consistent with an office use for a Class A office building and (h) neither Tenant nor any broker, agent or other representative retained by tenant shall have publicly advertised the availability of the Premises without prior notice to and approval by Landlord (which approval shall be with respect to the advertisement itself as opposed to the right to advertise), nor shall any public advertisement state the proposed rental, but nothing contained herein shall be deemed to prohibit Tenant, without Landlord’s reasonable consent or approval, from listing with brokers the availability of the Premises for sublet or assignment at any rental rate, and broker’s fliers or listings and Tenant’s marketing materials shall not be deemed to constitute public advertisements. These conditions are not exclusive and Landlord may reasonably consider other factors deemed to be relevant in determining if Landlord should grant or reasonably withhold its consentsuch Leasehold Mortgage. (b) If Tenant proposes to assign or sublease or otherwise Transfer all or a portion of the Premises (except to a valid assignee or sublessee pursuant to a Transfer permitted without consent under Section 18.5(c)), Landlord will have the right, but not the obligation, either to: consent or reasonably withhold consent under Section 18.3(a). In addition to the options provided in the foregoing sentence, if the proposed transfer is an assignment of sublease of the entire Premises, the Landlord may construe the proposal as an offer to Landlord on the same terms as with the proposed Transferee, which may be accepted by Landlord (although Landlord will always have the right to further sublease, assign or Transfer without Tenant’s review or approval); or terminate the Lease with respect to the space to be assigned, subleased or otherwise Transferred (which space may be reasonably reconfigured by Landlord at its sole cost and expense to obtain a discrete and architecturally complete space leaseable to others if less than all of the Premises is involved), provided that in any case Landlord notifies Tenant in writing within the twenty-one (21) day period described in Section 18.2. If Landlord so elects to terminate, this Lease will terminate on the date specified by Landlord in its notice (but not prior to the proposed transfer date) to Tenant as if such date were the expiration date of this Lease with respect to that space. The termination date specified by Landlord will be not less than thirty (30) days or more than ninety (90) days after the date of Landlord’s election notice. As of the termination date, Tenant no longer will have any liability for the rent and other obligations under the Lease for periods thereafter for that portion of the Premises, and Tenant’s parking rights (assigned and unassigned parking) will be proportionally reduced. At Landlord’s election, Tenant will execute an amendment of this Lease confirming the terms of such termination. If Landlord exercises its right to accept the offer or terminate all or a part of the Lease as set forth above, it will have the right to not lease the space or enter into a lease or other agreement for all or parts of the space from time to time with any other person(s), including, without limitation, Tenant’s proposed Transferee, on terms acceptable to Landlord in its sole and arbitrary discretion, and notwithstanding anything to the contrary, Tenant will have no right or interest in any rent or other consideration payable under those leases or other agreements. Landlord’s right to recapture under this subsection 18.3(b) shall not apply to permitted transfers under Section 18.5(c) below or transfers which would have otherwise been permitted under Section 18.5(c), except the Transferee failed the net worth, credit rating and financial capability test under said subsection (c).

Reasonable Consent. (a) Except as specifically set forth in Section 18.3(b) below or elsewhere in this Article, Landlord will not unreasonably withhold or delay its consent to sublease or an assignment or sublease by Tenant, but Landlord may withhold its consent to any other Transfer (including, without limitation, any hypothecation or assignment for security purposes) arbitrarily and in its sole discretion. Tenant agrees that Landlord’s 's withholding of consent to a proposed sublease or assignment will be deemed reasonable if Tenant is in monetary default or in default any of the other material terms after any applicable notice and cure periodsconditions of this Article have not been complied with, or if any of the following conditions are not SATISFIEDsatisfied: (a) the sublease or assignment complies with this Article and the rest of this Lease, the subtenant or assignee will use the Building and the Premises only for the uses permitted in Section 1.1 (k1.1(h) and otherwise in accordance with this Lease, its use will not increase the risk of possible contamination by Hazardous Materials in Landlord’s reasonable judgment, and the business and reputation of the subtenant or assignee are consistent with the other tenancies reasonably acceptable to Landlord and standards of the Project in Landlord’s reasonable judgment's Mortgagees (and Landlord's Mortgagees will not unreasonably withhold or delay their consent); (b) the subtenant or assignee is not a governmental or quasi-governmental entity nor is it a person with diplomatic immunity; (c) the subtenant or assignee is stable reputable and creditworthy and has the independent financial ability to perform its obligations as sublessee under its assignment or assignee sublease without undue financial burden in Landlord’s 's reasonable judgment (which reasonable judgment shall be deemed satisfied if the subtenant or assignee has a net worth, credit rating and neither financial capability at least equal to Tenant's when Tenant executed this Lease), and it nor its predecessors in interest has had a is not then subject to any bankruptcy or reorganization plan, proceeding or order, and no receiver appointed to manage is managing its affairs or in connection with any of its assets or been subject to a bankruptcy or reorganization, criminal judgments, sanctions, consent decrees or similar actions by the SEC or other governmental or quasi-governmental authoritiesassets; and (d) the terms of the Transfer prohibit the Transferee from exercising (or occupying space leased by Tenant pursuant to Tenant’s exercise of) any right to extend, renew or cancel this Lease or any part thereof or lease additional space in the Project; (e) Landlord’s Mortgagees consent (if their consent is required); (fc) there will be no more than an aggregate of two six (26) subleases of the Premises, (g) the subtenant uses the Premises for an office use consistent with an office use for a Class A office building and (h) neither Tenant nor any broker, agent or other representative retained by tenant shall have publicly advertised the availability of the Premises without prior notice to and approval by Landlord (which approval shall be with respect to the advertisement itself as opposed to the right to advertise), nor shall any public advertisement state the proposed rental, but nothing contained herein shall be deemed to prohibit Tenant, without Landlord’s reasonable consent or approval, from listing with brokers the availability of the Premises for sublet or assignment at any rental rate, and broker’s fliers or listings and Tenant’s marketing materials shall not be deemed to constitute public advertisementsone time. These conditions are not exclusive and Landlord may reasonably consider other factors deemed to be relevant in determining if Landlord should grant or reasonably withhold its consent. (b) If Tenant proposes to assign or sublease or otherwise Transfer all or a portion of the Premises (except to a valid assignee or sublessee pursuant to a Transfer permitted without consent under Section 18.5(c)), Landlord will have the right, but not the obligation, either to: consent or reasonably withhold consent under Section 18.3(a). In addition to the options provided in the foregoing sentence, if the proposed transfer is an assignment of sublease of the entire Premises, the Landlord may construe the proposal as an offer to Landlord on the same terms as with the proposed Transferee, which may be accepted by Landlord (although Landlord will always have the right to further sublease, assign or Transfer without Tenant’s review or approval); or terminate the Lease with respect to the space to be assigned, subleased or otherwise Transferred (which space may be reasonably reconfigured by Landlord at its sole cost and expense to obtain a discrete and architecturally complete space leaseable to others if less than all of the Premises is involved), provided that in any case Landlord notifies Tenant in writing within the twenty-one (21) day period described in Section 18.2. If Landlord so elects to terminate, this Lease will terminate on the date specified by Landlord in its notice (but not prior to the proposed transfer date) to Tenant as if such date were the expiration date of this Lease with respect to that space. The termination date specified by Landlord will be not less than thirty (30) days or more than ninety (90) days after the date of Landlord’s election notice. As of the termination date, Tenant no longer will have any liability for the rent and other obligations under the Lease for periods thereafter for that portion of the Premises, and Tenant’s parking rights (assigned and unassigned parking) will be proportionally reduced. At Landlord’s election, Tenant will execute an amendment of this Lease confirming the terms of such termination. If Landlord exercises its right to accept the offer or terminate all or a part of the Lease as set forth above, it will have the right to not lease the space or enter into a lease or other agreement for all or parts of the space from time to time with any other person(s), including, without limitation, Tenant’s proposed Transferee, on terms acceptable to Landlord in its sole and arbitrary discretion, and notwithstanding anything to the contrary, Tenant will have no right or interest in any rent or other consideration payable under those leases or other agreements. Landlord’s right to recapture under this subsection 18.3(b) shall not apply to permitted transfers under Section 18.5(c) below or transfers which would have otherwise been permitted under Section 18.5(c), except the Transferee failed the net worth, credit rating and financial capability test under said subsection (c).

Reasonable Consent. (a) Except as specifically set forth in Section 18.3(b) below or elsewhere in this Article, Landlord will not unreasonably withhold or delay its consent to sublease or an assignment or sublease by Tenant, but Landlord may withhold its consent arbitrarily and in its sole discretion to any hypothecation, assignment for security purposes or other Transfer or to any requested assignment or sublease before the end of the first full Lease Year. Tenant agrees that Landlord’s 's withholding of consent to a proposed sublease or assignment will be deemed reasonable if Tenant is in monetary default or in default any of the other terms after any applicable notice and cure periodsconditions of this Article have not been complied with, or if any of the following conditions are not SATISFIEDsatisfied: (a) the sublease or assignment complies with this Article and the rest of this Lease, the subtenant or assignee will use the Premises only for the uses permitted in Section 1.1 (k1.1(h) and otherwise in accordance with this Lease, its use will not increase the risk of possible contamination by Hazardous Materials in Landlord’s reasonable judgment, and the business and reputation of the subtenant or assignee are consistent with the other tenancies and standards of the Project in Landlord’s 's reasonable judgmentjudgement; (b) the subtenant or assignee is not a governmental or quasi-governmental entity nor is it a person with diplomatic immunity; (c) the subtenant or assignee is stable reputable and creditworthy and has the independent financial ability to perform its the obligations as sublessee or assignee of Tenant under this Lease without undue financial burden in Landlord’s 's reasonable judgment judgement, and neither it nor its predecessors in interest has been subject to a bankruptcy or reorganization, or had a receiver appointed to manage its affairs or in connection with any of its assets or assets, been subject to a bankruptcy or reorganization, criminal judgments, sanctions, consent decrees or similar actions by the SEC or other governmental or quasi-governmental authorities; (d) the terms of the Transfer prohibit the Transferee from exercising (or occupying space leased by Tenant pursuant to Tenant’s exercise of) any right to extend, renew or cancel this Lease or any part thereof or lease additional space in the Project; (ec) Landlord’s 's Mortgagees consent (if their consent is required); and (fd) there will be no more than an aggregate of two (2) subleases of the Premises, (g) the subtenant uses the Premises for an office use consistent with an office use for a Class A office building and (h) neither Tenant nor any broker, agent or other representative retained by tenant shall have publicly advertised the availability of the Premises without prior notice to and approval by Landlord (which approval shall be with respect to the advertisement itself as opposed to the right to advertise), nor shall any public advertisement state the proposed rental, but nothing contained herein shall be deemed to prohibit Tenant, without Landlord’s reasonable consent or approval, from listing with brokers the availability of the Premises for sublet or assignment at any rental rate, and broker’s fliers or listings and Tenant’s marketing materials shall not be deemed to constitute public advertisements. These conditions are not exclusive and Landlord may reasonably consider other factors deemed to be relevant in determining if Landlord should grant or reasonably withhold its consent. (b) If Tenant proposes to assign or sublease or otherwise Transfer all or a portion of the Premises (except to a valid assignee or sublessee pursuant to a Transfer permitted without consent under Section 18.5(c)), Landlord will have the right, but not the obligation, either to: consent or reasonably withhold consent under Section 18.3(a). In addition to the options provided in the foregoing sentence, if the proposed transfer is an assignment of sublease of the entire Premises, the Landlord may construe the proposal as an offer to Landlord on the same terms as with the proposed Transferee, which may be accepted by Landlord (although Landlord will always have the right to further sublease, assign or Transfer without Tenant’s review or approval); or terminate the Lease with respect to the space to be assigned, subleased or otherwise Transferred (which space may be reasonably reconfigured by Landlord at its sole cost and expense to obtain a discrete and architecturally complete space leaseable to others if less than all of the Premises is involved), provided that in any case Landlord notifies Tenant in writing within the twenty-one (21) day period described in Section 18.2. If Landlord so elects to terminate, this Lease will terminate on the date specified by Landlord in its notice (but not prior to the proposed transfer date) to Tenant as if such date were the expiration date of this Lease with respect to that space. The termination date specified by Landlord will be not less than thirty (30) days or more than ninety (90) days after the date of Landlord’s election notice. As of the termination date, Tenant no longer will have any liability for the rent and other obligations under the Lease for periods thereafter for that portion of the Premises, and Tenant’s parking rights (assigned and unassigned parking) will be proportionally reduced. At Landlord’s election, Tenant will execute an amendment of this Lease confirming the terms of such termination. If Landlord exercises its right to accept the offer or terminate all or a part of the Lease as set forth above, it will have the right to not lease the space or enter into a lease or other agreement for all or parts of the space from time to time with any other person(s), including, without limitation, Tenant’s proposed Transferee, on terms acceptable to Landlord in its sole and arbitrary discretion, and notwithstanding anything to the contrary, Tenant will have no right or interest in any rent or other consideration payable under those leases or other agreements. Landlord’s right to recapture under this subsection 18.3(b) shall not apply to permitted transfers under Section 18.5(c) below or transfers which would have otherwise been permitted under Section 18.5(c), except the Transferee failed the net worth, credit rating and financial capability test under said subsection (c).

Reasonable Consent. (a) Except as specifically set forth in Section 18.3(b) below or elsewhere in this Article, Landlord will not unreasonably withhold or delay its consent to sublease or an assignment or sublease by Tenant, but Landlord may withhold its consent arbitrarily and in its sole discretion to any hypothecation, assignment for security purposes or other Transfer or to any requested assignment or sublease before the end of the first full Lease Year. Tenant agrees that Landlord’s withholding of consent to a proposed sublease or assignment will be deemed reasonable if Tenant is in monetary default or in default any of the other terms after any applicable notice and cure periodsconditions of this Article have not been complied with, or if any of the following conditions are not SATISFIEDsatisfied: (a) the sublease or assignment complies with this Article and the rest of this Lease, the subtenant or assignee will use the Premises only for the uses permitted in Section 1.1 (k1.1(i) and otherwise in accordance with this Lease, its use will not increase the risk of possible contamination by Hazardous Materials in Landlord’s reasonable judgment, and the business and reputation of the subtenant or assignee are consistent with the other tenancies and standards of the Project in Landlord’s reasonable judgment; (b) the subtenant or assignee is not a governmental or quasi-governmental entity nor is it a person with diplomatic immunity; (c) the subtenant or assignee is stable reputable and creditworthy and has the independent financial ability to perform its the obligations as sublessee or assignee of Tenant under this Lease without undue financial burden in Landlord’s reasonable judgment judgment, and neither it nor its predecessors in interest has been subject to a bankruptcy or reorganization, or had a receiver appointed to manage its affairs or in connection with any of its assets or assets, been subject to a bankruptcy or reorganization, criminal judgments, sanctions, consent decrees or similar actions by the SEC or other governmental or quasi-governmental authorities; (d) the terms of the Transfer prohibit the Transferee from exercising (or occupying space leased by Tenant pursuant to Tenant’s exercise of) any right to extend, renew or cancel this Lease or any part thereof or lease additional space in the Project; (ec) Landlord’s Mortgagees consent (if their consent is required); and (fd) there will be no more than an aggregate of two (2) subleases of the Premises, (g) the subtenant uses the Premises for an office use consistent with an office use for a Class A office building and (h) neither Tenant nor any broker, agent or other representative retained by tenant shall have publicly advertised the availability of the Premises without prior notice to and approval by Landlord (which approval shall be with respect to the advertisement itself as opposed to the right to advertise), nor shall any public advertisement state the proposed rental, but nothing contained herein shall be deemed to prohibit Tenant, without Landlord’s reasonable consent or approval, from listing with brokers the availability of the Premises for sublet or assignment at any rental rate, and broker’s fliers or listings and Tenant’s marketing materials shall not be deemed to constitute public advertisements. These conditions are not exclusive and Landlord may reasonably consider other factors deemed to be relevant in determining if Landlord should grant or reasonably withhold its consent. (b) If Tenant proposes to assign or sublease or otherwise Transfer all or a portion of the Premises (except to a valid assignee or sublessee pursuant to a Transfer permitted without consent under Section 18.5(c)), Landlord will have the right, but not the obligation, either to: consent or reasonably withhold consent under Section 18.3(a). In addition to the options provided in the foregoing sentence, if the proposed transfer is an assignment of sublease of the entire Premises, the Landlord may construe the proposal as an offer to Landlord on the same terms as with the proposed Transferee, which may be accepted by Landlord (although Landlord will always have the right to further sublease, assign or Transfer without Tenant’s review or approval); or terminate the Lease with respect to the space to be assigned, subleased or otherwise Transferred (which space may be reasonably reconfigured by Landlord at its sole cost and expense to obtain a discrete and architecturally complete space leaseable to others if less than all of the Premises is involved), provided that in any case Landlord notifies Tenant in writing within the twenty-one (21) day period described in Section 18.2. If Landlord so elects to terminate, this Lease will terminate on the date specified by Landlord in its notice (but not prior to the proposed transfer date) to Tenant as if such date were the expiration date of this Lease with respect to that space. The termination date specified by Landlord will be not less than thirty (30) days or more than ninety (90) days after the date of Landlord’s election notice. As of the termination date, Tenant no longer will have any liability for the rent and other obligations under the Lease for periods thereafter for that portion of the Premises, and Tenant’s parking rights (assigned and unassigned parking) will be proportionally reduced. At Landlord’s election, Tenant will execute an amendment of this Lease confirming the terms of such termination. If Landlord exercises its right to accept the offer or terminate all or a part of the Lease as set forth above, it will have the right to not lease the space or enter into a lease or other agreement for all or parts of the space from time to time with any other person(s), including, without limitation, Tenant’s proposed Transferee, on terms acceptable to Landlord in its sole and arbitrary discretion, and notwithstanding anything to the contrary, Tenant will have no right or interest in any rent or other consideration payable under those leases or other agreements. Landlord’s right to recapture under this subsection 18.3(b) shall not apply to permitted transfers under Section 18.5(c) below or transfers which would have otherwise been permitted under Section 18.5(c), except the Transferee failed the net worth, credit rating and financial capability test under said subsection (c).

Reasonable Consent. (a) Except as specifically set forth Prior to any proposed Transfer, Tenant shall submit in Section 18.3(bwriting to Landlord (i) below or elsewhere in this Article, Landlord will not unreasonably withhold or delay its consent to sublease or an assignment by Tenant. Tenant agrees that Landlord’s withholding of consent to a proposed sublease or assignment will be deemed reasonable if Tenant is in monetary default or in default of other terms after any applicable notice the name and cure periods, or if any legal composition of the following conditions are not SATISFIED: (a) the sublease or assignment complies with this Article and the rest of this Leaseproposed assignee, the subtenant or assignee will use the Premises only for the uses permitted in Section 1.1 (k) and otherwise in accordance with this Leasesubtenant, its use will not increase the risk of possible contamination by Hazardous Materials in Landlord’s reasonable judgment, and the business and reputation of the subtenant or assignee are consistent with the other tenancies and standards of the Project in Landlord’s reasonable judgment; (b) the subtenant or assignee is not a governmental or quasi-governmental entity nor is it a person with diplomatic immunity; (c) the subtenant or assignee is stable and creditworthy and has the independent financial ability to perform its obligations as sublessee or assignee without undue financial burden in Landlord’s reasonable judgment and neither it nor its predecessors in interest has had a receiver appointed to manage its affairs or in connection with any of its assets or been subject to a bankruptcy or reorganization, criminal judgments, sanctions, consent decrees or similar actions by the SEC user or other governmental or quasi-governmental authorities; transferee (d) the terms of the Transfer prohibit the Transferee from exercising (or occupying space leased by Tenant pursuant to Tenant’s exercise of) any right to extend, renew or cancel this Lease or any part thereof or lease additional space in the Project; (e) Landlord’s Mortgagees consent (if their consent is requiredeach a "Proposed Transferee"); (fii) there will be no more than an aggregate of two (2) subleases the nature of the business proposed to be carried on in the Premises; (iii) a current balance sheet, (g) income statements for the subtenant uses last two years and such other reasonable financial and other information concerning the Premises for an office use consistent with an office use for a Class A office building Proposed Transferee as Landlord may request; and (hiv) neither Tenant nor any brokera copy of the proposed assignment, agent sublease or other representative retained by tenant shall have publicly advertised the availability of the Premises without prior notice to and approval by Landlord (which approval shall be with respect to the advertisement itself as opposed to the right to advertise), nor shall any public advertisement state agreement governing the proposed rental, but nothing contained herein Transfer. Within ten (10) Business Days after Landlord receives all such information it shall be deemed notify Tenant whether it approves or disapproves such Transfer or if it elects to prohibit Tenant, without proceed under Section 14.7 - Landlord’s reasonable consent or approval, from listing with brokers the availability of the Premises for sublet or assignment at any rental rate, and broker’s fliers or listings and Tenant’s marketing materials shall not be deemed 's Right to constitute public advertisements. These conditions are not exclusive and Landlord may reasonably consider other factors deemed to be relevant in determining if Landlord should grant or reasonably withhold its consentSpace. (b) If Tenant proposes acknowledges and agrees that, among other circumstances for which Landlord could reasonably withhold consent to assign or sublease or otherwise Transfer all or a proposed Transfer, it shall be reasonable for Landlord to withhold consent where (i) the Proposed Transferee does not intend itself to occupy the entire portion of the Premises assigned or sublet, (except ii) Landlord reasonably disapproves of the Proposed Transferee's business operating ability or history, reputation or creditworthiness or the character of the business to be conducted by the Proposed Transferee at the Premises, (iii) the Proposed Transferee is a valid assignee governmental agency or sublessee pursuant to a Transfer permitted without consent under Section 18.5(c))unit or an existing tenant in the Project, unless, in the case of an existing tenant, Landlord will does not have contiguous space in the Project available to lease to the existing tenant containing the same or more square feet than the existing tenant identifies in writing that the existing tenant requires, (iv) the proposed Transfer would violate any "exclusive" rights of any tenants in the Project, (v) Landlord or Landlord's agent has shown space in the Building to the Proposed Transferee or responded to any inquiries from the Proposed Transferee or the Proposed Transferee's agent concerning availability of space in the Building, at any time within the preceding nine months, or (vi) Landlord otherwise determines that the proposed Transfer would have the righteffect of decreasing the value of the Building or increasing the expenses associated with operating, but not maintaining and repairing the obligation, either to: consent or reasonably withhold consent under Section 18.3(a)Property. In addition to the options provided in the foregoing sentence, if the proposed transfer is an assignment of sublease of the entire Premises, the Landlord no event may construe the proposal as an offer to Landlord on the same terms as with the proposed Transferee, which may be accepted by Landlord (although Landlord will always have the right to further sublease, assign Tenant publicly advertise all or Transfer without Tenant’s review or approval); or terminate the Lease with respect to the space to be assigned, subleased or otherwise Transferred (which space may be reasonably reconfigured by Landlord at its sole cost and expense to obtain a discrete and architecturally complete space leaseable to others if less than all any portion of the Premises is involved), provided for assignment or sublease at a rental less than that in any case Landlord notifies Tenant in writing within the twenty-one (21) day period described in Section 18.2. If Landlord so elects to terminate, this Lease will terminate on the date specified then sought by Landlord for a direct lease (non-sublease) of comparable space in its notice (but not prior to the proposed transfer date) to Tenant as if such date were the expiration date of this Lease with respect to that space. The termination date specified by Landlord will be not less than thirty (30) days or more than ninety (90) days after the date of Landlord’s election notice. As of the termination date, Tenant no longer will have any liability for the rent and other obligations under the Lease for periods thereafter for that portion of the Premises, and Tenant’s parking rights (assigned and unassigned parking) will be proportionally reduced. At Landlord’s election, Tenant will execute an amendment of this Lease confirming the terms of such termination. If Landlord exercises its right to accept the offer or terminate all or a part of the Lease as set forth above, it will have the right to not lease the space or enter into a lease or other agreement for all or parts of the space from time to time with any other person(s), including, without limitation, Tenant’s proposed Transferee, on terms acceptable to Landlord in its sole and arbitrary discretion, and notwithstanding anything to the contrary, Tenant will have no right or interest in any rent or other consideration payable under those leases or other agreements. Landlord’s right to recapture under this subsection 18.3(b) shall not apply to permitted transfers under Section 18.5(c) below or transfers which would have otherwise been permitted under Section 18.5(c), except the Transferee failed the net worth, credit rating and financial capability test under said subsection (c).Project

Reasonable Consent. (a) Except as specifically set forth in Section 18.3(b) below or elsewhere in this ArticleIf Tenant complies with the following conditions, Landlord will shall not unreasonably withhold or delay its consent to sublease or an assignment by Tenant. Tenant agrees that Landlord’s withholding of consent to a proposed sublease or assignment will be deemed reasonable if Tenant is in monetary default or in default of other terms after any applicable notice and cure periods, or if any the subletting of the following conditions are not SATISFIED: (a) Premises or any portion thereof or the sublease or assignment complies with this Article and the rest of this Lease. Prior to any proposed Transfer, Tenant shall submit in writing to Landlord (i) the subtenant or assignee will use the Premises only for the uses permitted in Section 1.1 (k) name and otherwise in accordance with this Lease, its use will not increase the risk of possible contamination by Hazardous Materials in Landlord’s reasonable judgment, and the business and reputation legal composition of the subtenant or assignee are consistent with the other tenancies and standards of the Project in Landlord’s reasonable judgment; (b) the subtenant or assignee is not a governmental or quasi-governmental entity nor is it a person with diplomatic immunity; (c) the subtenant or assignee is stable and creditworthy and has the independent financial ability to perform its obligations as sublessee or assignee without undue financial burden in Landlord’s reasonable judgment and neither it nor its predecessors in interest has had a receiver appointed to manage its affairs or in connection with any of its assets or been subject to a bankruptcy or reorganizationproposed assignee, criminal judgmentssubtenant, sanctions, consent decrees or similar actions by the SEC user or other governmental or quasi-governmental authorities; transferee (d) the terms of the Transfer prohibit the Transferee from exercising (or occupying space leased by Tenant pursuant to Tenant’s exercise of) any right to extend, renew or cancel this Lease or any part thereof or lease additional space in the Project; (e) Landlord’s Mortgagees consent (if their consent is requiredeach a “Transferee”); (fii) there will be no more than an aggregate of two (2) subleases the nature of the business proposed to be carried on in the Premises; (iii) a current balance sheet, (g) income statements for the subtenant uses the Premises for an office use consistent with an office use for a Class A office building last two years and (h) neither Tenant nor any broker, agent or such other representative retained by tenant shall have reasonable financial and other publicly advertised the availability of the Premises without prior notice to and approval by Landlord (which approval shall be with respect to the advertisement itself as opposed to the right to advertise), nor shall any public advertisement state available information concerning the proposed rental, but nothing contained herein shall be deemed to prohibit Tenant, without Landlord’s reasonable consent or approval, from listing with brokers the availability of the Premises for sublet or assignment at any rental rate, and broker’s fliers or listings and Tenant’s marketing materials shall not be deemed to constitute public advertisements. These conditions are not exclusive and Transferee as Landlord may reasonably consider request; and (iv) a copy of the proposed assignment, sublease or other factors deemed to be relevant in determining if agreement governing the proposed Transfer. Within ten (10) days after Landlord should grant receives all such information it shall notify Tenant whether it approves or reasonably withhold its consentdisapproves such Transfer. (b) If Tenant proposes The parties hereto agree and acknowledge that, among other circumstances for which Landlord could reasonably withhold consent to assign or sublease or otherwise Transfer all or a proposed Transfer, it shall be reasonable for Landlord to withhold consent where (i) the proposed Transferee does not intent itself to occupy the entire portion of the Premises assigned or sublet, (except to a valid assignee or sublessee pursuant to a Transfer permitted without consent under Section 18.5(c)), ii) Landlord will have the right, but not the obligation, either to: consent or reasonably withhold consent under Section 18.3(a). In addition to the options provided in the foregoing sentence, if the proposed transfer is an assignment of sublease disapproves of the entire Premises, character of the Landlord may construe the proposal as an offer to Landlord on the same terms as with the proposed Transferee, which may be accepted by Landlord (although Landlord will always have the right to further sublease, assign or Transfer without Tenant’s review or approval); or terminate the Lease with respect to the space business to be assigned, subleased or otherwise Transferred (which space may be reasonably reconfigured conducted by Landlord the Transferee at its sole cost and expense to obtain a discrete and architecturally complete space leaseable to others if less than all of the Premises is involved), provided that in any case Landlord notifies Tenant in writing within the twenty-one (21) day period described in Section 18.2. If Landlord so elects to terminate, this Lease will terminate on the date specified by Landlord in its notice (but not prior to the proposed transfer date) to Tenant as if such date were the expiration date of this Lease with respect to that space. The termination date specified by Landlord will be not less than thirty (30) days or more than ninety (90) days after the date of Landlord’s election notice. As of the termination date, Tenant no longer will have any liability for the rent and other obligations under the Lease for periods thereafter for that portion of the Premises, or (iii) the Transferee is a governmental agency or unit or an existing tenant in the project (unless such existing tenant’s space needs cannot be accommodated in the Project, which case Tenant may sublease to such existing tenant, subject to the other terms and Tenant’s parking rights (assigned and unassigned parking) will be proportionally reduced. At Landlord’s election, Tenant will execute an amendment conditions of this Lease confirming Lease). Landlord and Tenant agree that Tenant may utilize the terms of such termination. If Landlord exercises its right services or brokers to accept the offer sublease or terminate all or a part of the Lease as set forth above, it will have the right to not lease the space or enter into a lease or other agreement for all or parts of the space from time to time with any other person(s), including, without limitation, Tenant’s proposed Transferee, on terms acceptable to Landlord in its sole and arbitrary discretion, and notwithstanding anything to the contrary, Tenant will have no right or interest in any rent or other consideration payable under those leases or other agreements. Landlord’s right to recapture assign under this subsection 18.3(b) shall not apply to permitted transfers under Section 18.5(c) below or transfers which would have otherwise been permitted under Section 18.5(c), except the Transferee failed the net worth, credit rating and financial capability test under said subsection (c)Lease.

Reasonable Consent. (a) Except as specifically set forth in Section 18.3(b) below or elsewhere in this ArticlePrior to any proposed Transfer, Landlord will not unreasonably withhold or delay its consent to sublease or an assignment by Tenant. Tenant agrees that Landlord’s withholding of consent to a proposed sublease or assignment will be deemed reasonable if Tenant is in monetary default or in default of other terms after any applicable notice and cure periods, or if any of the following conditions are not SATISFIED: (a) the sublease or assignment complies with this Article and the rest of this Lease, the subtenant or assignee will use the Premises only for the uses permitted in Section 1.1 (k) and otherwise in accordance with this Lease, its use will not increase the risk of possible contamination by Hazardous Materials in Landlord’s reasonable judgment, and the business and reputation of the subtenant or assignee are consistent with the other tenancies and standards of the Project in Landlord’s reasonable judgment; (b) the subtenant or assignee is not a governmental or quasi-governmental entity nor is it a person with diplomatic immunity; (c) the subtenant or assignee is stable and creditworthy and has the independent financial ability to perform its obligations as sublessee or assignee without undue financial burden in Landlord’s reasonable judgment and neither it nor its predecessors in interest has had a receiver appointed to manage its affairs or in connection with any of its assets or been subject to a bankruptcy or reorganization, criminal judgments, sanctions, consent decrees or similar actions by the SEC or other governmental or quasi-governmental authorities; (d) the terms of the Transfer prohibit the Transferee from exercising (or occupying space leased by Tenant pursuant to Tenant’s exercise of) any right to extend, renew or cancel this Lease or any part thereof or lease additional space in the Project; (e) Landlord’s Mortgagees consent (if their consent is required); (f) there will be no more than an aggregate of two (2) subleases of the Premises, (g) the subtenant uses the Premises for an office use consistent with an office use for a Class A office building and (h) neither Tenant nor any broker, agent or other representative retained by tenant shall have publicly advertised the availability of the Premises without prior notice to and approval by Landlord (which approval shall be with respect to the advertisement itself as opposed to the right to advertise), nor shall any public advertisement state the proposed rental, but nothing contained herein shall be deemed to prohibit Tenant, without Landlord’s reasonable consent or approval, from listing with brokers the availability of the Premises for sublet or assignment at any rental rate, and broker’s fliers or listings and Tenant’s marketing materials shall not be deemed to constitute public advertisements. These conditions are not exclusive and Landlord may reasonably consider other factors deemed to be relevant in determining if Landlord should grant or reasonably withhold its consent. (b) If Tenant proposes to assign or sublease or otherwise Transfer all or a portion of the Premises (except to a valid assignee or sublessee pursuant to a Transfer permitted without consent under Section 18.5(c)), Landlord will have the right, but not the obligation, either to: consent or reasonably withhold consent under Section 18.3(a). In addition to the options provided in the foregoing sentence, if the proposed transfer is an assignment of sublease of the entire Premises, the Landlord may construe the proposal as an offer to Landlord on the same terms as with the proposed Transferee, which may be accepted by Landlord (although Landlord will always have the right to further sublease, assign or Transfer without Tenant’s review or approval); or terminate the Lease with respect to the space to be assigned, subleased or otherwise Transferred (which space may be reasonably reconfigured by Landlord at its sole cost and expense to obtain a discrete and architecturally complete space leaseable to others if less than all of the Premises is involved), provided that in any case Landlord notifies Tenant submit in writing within the twenty-one (21) day period described in Section 18.2. If Landlord so elects to terminateLandlord, this Lease will terminate on the date specified by Landlord in its notice (but not prior to the proposed transfer date) to Tenant as if such date were the expiration date of this Lease with respect to that space. The termination date specified by Landlord will be not less than thirty (30) days or more than ninety (90) days after prior to the proposed effective date of Landlord’s election notice. As the Transfer, (i) the name and legal composition of the termination dateproposed assignee, Tenant no longer will have any liability subtenant, user or other transferee (each a "Proposed Transferee"); (ii) the nature of the business proposed to be carried on in the Premises; (iii) a current balance sheet, income statements for the rent last two years (or, if the Proposed Transferee has been in business for less than two years, for such lesser period of time as the Proposed Transferee has been in business) and such other reasonable financial and other obligations information concerning the Proposed Transferee as Landlord may request; and (iv) a copy of the proposed assignment, sublease or other agreement governing the proposed Transfer, Within fifteen (15) Business Days after Landlord receives all such information it shall notify Tenant whether it approves or disapproves such Transfer or if it elects to proceed under Paragraph 14.7. (b) Tenant acknowledges and agrees that, among other circumstances for which Landlord could reasonably withhold consent to a proposed Transfer, it shall be reasonable for Landlord to withhold consent where (i) the Lease for periods thereafter for that Proposed Transferee does not intend itself to occupy the entire portion of the Premises assigned or sublet, (ii) Landlord reasonably disapproves of the Proposed Transferee's business operating ability or history, reputation or creditworthiness or the character of the business to be conducted by the Proposed Transferee at the Premises, and Tenant’s parking rights (ii) the Proposed Transferee intends to use the Premises assigned and unassigned parkingor sublet for purposes other than the permitted use set forth in Paragraph 5.1, (iii) will be proportionally reduced. At the Proposed Transferee is a governmental agency, (iv) at the time Tenant requests Landlord’s election, 's consent Tenant will execute an amendment of is in default under this Lease confirming beyond any applicable notice or cure period, or (v) Landlord determines that the terms proposed Transfer would have the effect of such termination. If Landlord exercises its right to accept decreasing the offer or terminate all or a part value of the Lease as set forth above, it will have Building or increasing the right to not lease expenses payable by Landlord for maintaining and repairing the space or enter into a lease or other agreement for all or parts portions of the space from time to time with any other person(s), including, without limitation, Tenant’s proposed Transferee, on terms acceptable to Property Landlord in its sole maintains and arbitrary discretion, and notwithstanding anything to the contrary, Tenant will have no right or interest in any rent or other consideration payable under those leases or other agreements. Landlord’s right to recapture repairs under this subsection 18.3(b) shall not apply to permitted transfers under Section 18.5(c) below or transfers which would have otherwise been permitted under Section 18.5(c), except the Transferee failed the net worth, credit rating and financial capability test under said subsection (c)Lease at Landlord's expense.

Reasonable Consent. (a) Except as specifically set forth If Landlord does not elect to exercise its Right of Recapture in Section 18.3(b) below or elsewhere in this Articleconnection with a Proposal Notice submitted by Tenant, then Landlord will not unreasonably withhold or delay its consent to the assignment or sublease described in the Proposal Notice. Without limitation, it shall not be unreasonable for Landlord to deny its consent to any proposed assignment or sublease if (a) as of the date of the Proposal Notice, there is a material uncured default of Tenant under this Lease as to which a notice has been sent to Tenant; (b) the proposed assignee or subtenant has a history of landlord/tenant, debtor/creditor or other contractual problems (such as defaults, evictions, enforcement litigation or other disputes) with Landlord, other landlords or creditors or other contracting parties; (c) the proposed use of the Premises is not a Permitted Use; (d) the proposed assignee or sublessee is an existing tenant, occupant or licensee, or an affiliate thereof, in the Building and the Building has vacancy to accommodate such proposed assignee or sublessee; (e) the proposed assignee or sublessee is entitled to, or otherwise enjoys, sovereign or diplomatic immunity; (f) the proposed assignee or sublessee has had lease negotiations with Landlord or an affiliate of Landlord within the six month period prior to the date of the Proposal Notice, as evidenced by a written lease proposal, term sheet or letter of intent, (g) a proposed sublease involves, in Landlord's reasonable' judgment, a portion of the Premises which is not independently leasable space (which shall be understood to mean that, in order to satisfy this criteria, the proposed sublease space must have a proportion of windowed offices relative to the rentable area thereof which is comparable to the floor as a whole—i.e., must satisfy the "Window Ratio Criteria", and cannot lack reasonable means of ingress, egress or access to the Common Areas or Building Systems), it being understood and agreed, however, that the Window Ratio Criteria shall not apply with respect to any sublease of the western half of the Additional Premises, or (h) consenting to the proposed assignment by Tenantor sublease could cause Landlord to be in violation under another lease at, or contractual obligation relating to, the Property. Tenant Notwithstanding the provisions set forth in clause (g) above to the contrary, Landlord agrees that Landlord’s withholding of not to withhold its consent to a proposed sublease or assignment will be deemed reasonable if Tenant is in monetary default or in default of other terms after any applicable notice and cure periodsinvolving, or if any of the following conditions are not SATISFIED: (a) the sublease or assignment complies with this Article and the rest of this Lease, the subtenant or assignee will use the Premises only for the uses permitted in Section 1.1 (k) and otherwise in accordance with this Lease, its use will not increase the risk of possible contamination by Hazardous Materials in Landlord’s reasonable judgment, and the business and reputation of the subtenant or assignee are consistent with the other tenancies and standards of the Project in Landlord’s reasonable judgment; (b) the subtenant or assignee is not a governmental or quasi-governmental entity nor is it a person with diplomatic immunity; (c) the subtenant or assignee is stable and creditworthy and has the independent financial ability to perform its obligations as sublessee or assignee without undue financial burden in Landlord’s 's reasonable judgment and neither it nor its predecessors in interest has had a receiver appointed to manage its affairs or in connection with any of its assets or been subject to a bankruptcy or reorganizationas set forth above, criminal judgments, sanctions, consent decrees or similar actions by the SEC or other governmental or quasi-governmental authorities; (d) the terms of the Transfer prohibit the Transferee from exercising (or occupying space leased by Tenant pursuant to Tenant’s exercise of) any right to extend, renew or cancel this Lease or any part thereof or lease additional space in the Project; (e) Landlord’s Mortgagees consent (if their consent is required); (f) there will be no more than an aggregate of two (2) subleases of the Premises, (g) the subtenant uses the Premises for an office use consistent with an office use for a Class A office building and (h) neither Tenant nor any broker, agent or other representative retained by tenant shall have publicly advertised the availability of the Premises without prior notice to and approval by Landlord (which approval shall be with respect to the advertisement itself as opposed to the right to advertise), nor shall any public advertisement state the proposed rental, but nothing contained herein shall be deemed to prohibit Tenant, without Landlord’s reasonable consent or approval, from listing with brokers the availability of the Premises for sublet or assignment at any rental rate, and broker’s fliers or listings and Tenant’s marketing materials shall not be deemed to constitute public advertisements. These conditions are not exclusive and Landlord may reasonably consider other factors deemed to be relevant in determining if Landlord should grant or reasonably withhold its consent. (b) If Tenant proposes to assign or sublease or otherwise Transfer all or a portion of the Premises which is not independently leasable space, provided (except i) that Landlord shall not be required to a valid assignee or sublessee pursuant recognize such sublessees's rights under such sublease, and (ii) that Tenant shall provide financial assurances reasonably satisfactory to a Transfer permitted without consent under Section 18.5(c)), Landlord will have the right, but not the obligation, either to: consent or reasonably withhold consent under Section 18.3(a). In addition securing Tenant's obligation to the options provided in the foregoing sentence, if restore the proposed transfer is an assignment of sublease of the entire Premises, the Landlord may construe the proposal as an offer to Landlord on the same terms as with the proposed Transferee, which may be accepted by Landlord (although Landlord will always have the right to further sublease, assign or Transfer without Tenant’s review or approval); or terminate the Lease with respect to the space to be assigned, subleased independently leasable condition upon expiration or otherwise Transferred (which space may be reasonably reconfigured by Landlord at its sole cost and expense to obtain a discrete and architecturally complete space leaseable to others if less than all of the Premises is involved), provided that in any case Landlord notifies Tenant in writing within the twenty-one (21) day period described in Section 18.2. If Landlord so elects to terminate, this Lease will terminate on the date specified by Landlord in its notice (but not prior to the proposed transfer date) to Tenant as if such date were the expiration date earlier termination of this Lease with respect to that space. The termination date specified by Landlord will be not less than thirty (30) days or more than ninety (90) days after the date of Landlord’s election notice. As of the termination date, Tenant no longer will have any liability for the rent and other obligations under the Lease for periods thereafter for that portion of the Premises, and Tenant’s parking rights (assigned and unassigned parking) will be proportionally reduced. At Landlord’s election, Tenant will execute an amendment of this Lease confirming the terms of such termination. If Landlord exercises its right to accept the offer or terminate all or a part of the Lease as set forth above, it will have the right to not lease the space or enter into a lease or other agreement for all or parts of the space from time to time with any other person(s), including, without limitation, Tenant’s proposed Transferee, on terms acceptable to Landlord in its sole and arbitrary discretion, and notwithstanding anything to the contrary, Tenant will have no right or interest in any rent or other consideration payable under those leases or other agreements. Landlord’s right to recapture under this subsection 18.3(b) shall not apply to permitted transfers under Section 18.5(c) below or transfers which would have otherwise been permitted under Section 18.5(c), except the Transferee failed the net worth, credit rating and financial capability test under said subsection (c)Lease.

Reasonable Consent. (a) Except as specifically set forth If Landlord does not elect either of the options provided in Section 18.3(b) below or elsewhere in the Recapture section of this Articlearticle, Landlord will shall not unreasonably withhold withhold, condition or delay its consent to sublease or an assignment by Tenant. Tenant agrees that Landlord’s withholding of consent to a proposed sublease or assignment will transfer. It shall be deemed reasonable if Tenant is in monetary default or in default of other terms after for Landlord to withhold consent to any applicable notice and cure periods, or proposed transfer if any of the following conditions are have not SATISFIED: been established to Landlord’s reasonable satisfaction: 6.4.1 The proposed transferee (afor assignments) the sublease or assignment complies with has sufficient financial wherewithal to discharge its obligations under this Article Lease and the rest proposed agreement of transfer and as reasonably determined by Landlord’s criteria for selecting Project tenants and has a tangible net worth and reputation that is not less than the tangible net worth and reputation of Tenant on the Date of this Lease. 6.4.2 The proposed transfer shall not, the subtenant or assignee will use the Premises only for the uses permitted in Section 1.1 (k) and otherwise in accordance with this Lease, its use will not increase the risk of possible contamination by Hazardous Materials in Landlord’s reasonable judgment, and cause physical harm to the business and Project or harm to the reputation of the subtenant or assignee are consistent with the other tenancies and standards Project that would result in an impairment of Landlord’s ability to lease space in the Project or a diminution in Landlord’s reasonable judgment; (b) the subtenant or assignee is not a governmental or quasi-governmental entity nor is it a person with diplomatic immunity; (c) the subtenant or assignee is stable and creditworthy and has the independent financial ability to perform its obligations as sublessee or assignee without undue financial burden in Landlord’s reasonable judgment and neither it nor its predecessors in interest has had a receiver appointed to manage its affairs or in connection with any rental value of its assets or been subject to a bankruptcy or reorganization, criminal judgments, sanctions, consent decrees or similar actions by the SEC or other governmental or quasi-governmental authorities; (d) the terms of the Transfer prohibit the Transferee from exercising (or occupying space leased by Tenant pursuant to Tenant’s exercise of) any right to extend, renew or cancel this Lease or any part thereof or lease additional space in the Project; (e) Landlord’s Mortgagees consent (if their consent is required); (f) there will be no more than an aggregate of two (2) subleases of the Premises, (g) the subtenant uses the Premises for an office . The proposed use consistent with an office use for a Class A office building and (h) neither Tenant nor any broker, agent or other representative retained by tenant shall have publicly advertised the availability of the Premises without prior notice to and approval by Landlord (which approval shall be with respect to the advertisement itself as opposed to the right to advertise), nor shall any public advertisement state the proposed rentaltransferee will be a use permitted under this Lease and not prohibited by the Rules and Regulations, but nothing contained herein and will not violate any restrictive covenants or exclusive use provisions applicable to Landlord of which Landlord has notified Tenant. 6.4.3 [Intentionally Omitted] 6.4.4 The proposed transferee shall not be deemed to prohibit Tenantany person or entity who shall at that time be a tenant, without subtenant, or other occupant of any part of the Project, or who negotiated with Landlord or Landlord’s reasonable consent agent (directly or approval, from listing with brokers through a broker) as to space in the availability Project during the six months immediately preceding Tenant’s request for Landlord’s consent. 6.4.5 The proposed use of the Premises for sublet by the proposed transferee will not require alterations or assignment at any rental rate, additions to the Premises or the Project to comply with applicable law or governmental requirements and broker’s fliers will not negatively affect insurance requirements or listings and Tenant’s marketing involve the introduction of materials shall not be deemed to constitute public advertisements. These conditions the Premises that are not exclusive and Landlord may reasonably consider other factors deemed to be relevant in determining if Landlord should grant or reasonably withhold its consentcompliance with the environmental laws. (b) If Tenant proposes to assign or sublease or otherwise Transfer all or a portion 6.4.6 Any mortgagee of the Premises (except to a valid assignee or sublessee pursuant to a Transfer permitted without Project will consent under Section 18.5(c)), Landlord will have the right, but not the obligation, either to: consent or reasonably withhold consent under Section 18.3(a). In addition to the options provided in the foregoing sentence, if the proposed transfer is an assignment of sublease of the entire Premises, the Landlord may construe the proposal as an offer to Landlord on the same terms as with the proposed Transferee, which may be accepted by Landlord (although Landlord will always have the right to further sublease, assign or Transfer without Tenant’s review or approval); or terminate the Lease with respect to the space to be assigned, subleased or otherwise Transferred (which space may be reasonably reconfigured by Landlord at its sole cost and expense to obtain a discrete and architecturally complete space leaseable to others if less than all of the Premises is involved), provided that in any case Landlord notifies Tenant in writing within the twenty-one (21) day period described in Section 18.2. If Landlord so elects to terminate, this Lease will terminate on the date specified by Landlord in its notice (but not prior to the proposed transfer date) to Tenant as if such date were consent is required under the expiration date relevant loan documents. 6.4.7 The proposed use of the Premises will not increase the Operating Costs for the Project or the burden on the Project services, or generate unreasonably additional foot traffic, elevator usage, Parking Area usage, or security concerns in the Project, or create an increased possibility that the comfort or safety, or both, of Landlord and the other occupants of the Project will be compromised or reduced. 6.4.8 The proposed transferee shall not be, and shall not be affiliated with, anyone with whom Landlord or any of its affiliates has been involved with in litigation or who has defaulted under any agreement with Landlord or any of its affiliates. 6.4.9 The proposed transfer will not cause a violation of another lease for space in the Project or give an occupant of the Project a right to cancel its lease. 6.4.10 There shall be no default by Tenant, beyond any applicable grace period, under any of the terms, covenants, and conditions of this Lease with respect at the time that Landlord’s consent to that space. The termination date specified by Landlord will be not less than thirty (30) days or more than ninety (90) days after a transfer is requested and on the date of Landlord’s election notice. As the commencement of the termination date, Tenant no longer will have any liability for the rent and other obligations under the Lease for periods thereafter for that portion term of the Premisesproposed transfer. 6.4.11 If the transfer is an assignment, and Tenant’s parking rights (assigned and unassigned parking) the proposed assignee will be proportionally reduced. At Landlord’s election, Tenant will execute an amendment of this Lease confirming the terms of such termination. If Landlord exercises its right to accept the offer or terminate assume in writing all or a part of the Lease as set forth above, it will have obligations of Tenant under this Lease. 6.4.12 Tenant acknowledges that the right foregoing is not intended to not lease the space or enter into a lease or other agreement for all or parts be an exclusive list of the space from time reasons for which Landlord may reasonably withhold its consent to time with any other person(s), including, without limitation, Tenant’s a proposed Transferee, on terms acceptable to Landlord in its sole and arbitrary discretion, and notwithstanding anything to the contrary, Tenant will have no right or interest in any rent or other consideration payable under those leases or other agreements. Landlord’s right to recapture under this subsection 18.3(b) shall not apply to permitted transfers under Section 18.5(c) below or transfers which would have otherwise been permitted under Section 18.5(c), except the Transferee failed the net worth, credit rating and financial capability test under said subsection (c)transfer.

Reasonable Consent. (a) Except as specifically set forth in Section 18.3(b) below or elsewhere in this Article, Landlord will may not unreasonably withhold or delay its consent to sublease or an assignment by Tenant. Tenant agrees any proposed Transfer that Landlord’s withholding of consent to a proposed sublease or assignment will be deemed reasonable if Tenant is in monetary default or in default of other terms after any applicable notice and cure periods, or if any of the following conditions are not SATISFIED: (a) the sublease or assignment complies with this Article and 17. Reasonable grounds for denying consent include any of the rest of this Leasefollowing: (a) Transferee's character, the subtenant reputation, credit history, business, or assignee will proposed use the Premises only for the uses permitted in Section 1.1 (k) and otherwise in accordance is not consistent with this Lease, its use will not increase the risk of possible contamination by Hazardous Materials in Landlord’s reasonable judgmentusual standards for prospective tenants, and or with the business and reputation character or quality of the subtenant or assignee are consistent with the other tenancies and standards of the Project in Landlord’s reasonable judgment; Project; (b) the subtenant or assignee is not a governmental or quasi-governmental entity nor is it a person with diplomatic immunity; Intentionally deleted. (c) the subtenant Transferee is either a government agency or assignee is stable and creditworthy and has the independent financial ability to perform its obligations as sublessee or assignee without undue financial burden in Landlord’s reasonable judgment and neither it nor its predecessors in interest has had a receiver appointed to manage its affairs or in connection with any an instrumentality of its assets or been subject to a bankruptcy or reorganization, criminal judgments, sanctions, consent decrees or similar actions by the SEC or other governmental or quasi-governmental authorities; one; (d) the terms Transferee's intended use of the Premises is inconsistent with the Permitted Use or will materially and adversely affect Landlord's interest; (e) Transferee's financial condition is or may be inadequate to support the Lease obligations of Transferee under the Transfer prohibit documents; (f) The Transfer would cause Landlord to violate another lease or agreement to which Landlord is a party or would give a Project tenant the Transferee from exercising (or occupying space leased by Tenant pursuant to Tenant’s exercise of) any right to extendcancel its lease; (g) Transferee occupies space in the Project and such space is not contiguous to the Premises, renew or cancel this Lease or any part thereof or is negotiating with Landlord to lease additional space in the Project, or has negotiated with Landlord during the six (6) months immediately preceding the Transfer Notice; (h) Transferee is an assignee that does not intend to occupy the entire Premises and conduct business there for a substantial portion of the term of the Transfer; (i) The rent charged by Tenant to Transferee during the term of that Transfer, is less than Rent then being paid by Tenant and using a present-value analysis, is less than ninety percent (90%) of the rent then being quoted by Landlord for comparable space in the Project for a comparable term (Quoted Rent), using a present-value analysis; or (ej) Landlord’s Mortgagees consent The transfer would cause or be likely to cause Landlord to: (if their consent is required1) incur fees, costs, taxes, assessments or other detriment exceeding Five Thousand and no/00 Dollars ($5,000.00), exclusive of administrative fees and other costs in connection with processing the Transfer Notice and Transfer Fees, that could otherwise be avoided; (f) there will be no more than an aggregate of two or (2) subleases of the Premises, be required to incur any maintenance or repair expense exceeding Five Thousand and no/00 Dollars (g$5,000.00) the subtenant uses the Premises for an office use consistent with an office use for a Class A office building and (h) neither Tenant nor any broker, agent that could otherwise be avoided or other representative retained by tenant shall have publicly advertised the availability of the Premises without prior notice to and approval by Landlord (which approval shall be with respect to the advertisement itself as opposed to the right to advertise), nor shall any public advertisement state the proposed rental, but nothing contained herein shall be deemed to prohibit Tenant, without Landlord’s reasonable consent or approval, from listing with brokers the availability of the Premises for sublet or assignment at any rental rate, and broker’s fliers or listings and Tenant’s marketing materials shall not be deemed to constitute public advertisements. These conditions are not exclusive and Landlord may reasonably consider other factors deemed to be relevant in determining if Landlord should grant or reasonably withhold its consentdeferred. (b) If Tenant proposes to assign or sublease or otherwise Transfer all or a portion of the Premises (except to a valid assignee or sublessee pursuant to a Transfer permitted without consent under Section 18.5(c)), Landlord will have the right, but not the obligation, either to: consent or reasonably withhold consent under Section 18.3(a). In addition to the options provided in the foregoing sentence, if the proposed transfer is an assignment of sublease of the entire Premises, the Landlord may construe the proposal as an offer to Landlord on the same terms as with the proposed Transferee, which may be accepted by Landlord (although Landlord will always have the right to further sublease, assign or Transfer without Tenant’s review or approval); or terminate the Lease with respect to the space to be assigned, subleased or otherwise Transferred (which space may be reasonably reconfigured by Landlord at its sole cost and expense to obtain a discrete and architecturally complete space leaseable to others if less than all of the Premises is involved), provided that in any case Landlord notifies Tenant in writing within the twenty-one (21) day period described in Section 18.2. If Landlord so elects to terminate, this Lease will terminate on the date specified by Landlord in its notice (but not prior to the proposed transfer date) to Tenant as if such date were the expiration date of this Lease with respect to that space. The termination date specified by Landlord will be not less than thirty (30) days or more than ninety (90) days after the date of Landlord’s election notice. As of the termination date, Tenant no longer will have any liability for the rent and other obligations under the Lease for periods thereafter for that portion of the Premises, and Tenant’s parking rights (assigned and unassigned parking) will be proportionally reduced. At Landlord’s election, Tenant will execute an amendment of this Lease confirming the terms of such termination. If Landlord exercises its right to accept the offer or terminate all or a part of the Lease as set forth above, it will have the right to not lease the space or enter into a lease or other agreement for all or parts of the space from time to time with any other person(s), including, without limitation, Tenant’s proposed Transferee, on terms acceptable to Landlord in its sole and arbitrary discretion, and notwithstanding anything to the contrary, Tenant will have no right or interest in any rent or other consideration payable under those leases or other agreements. Landlord’s right to recapture under this subsection 18.3(b) shall not apply to permitted transfers under Section 18.5(c) below or transfers which would have otherwise been permitted under Section 18.5(c), except the Transferee failed the net worth, credit rating and financial capability test under said subsection (c).

Reasonable Consent. If Tenant intends to assign this Lease or sublet the Premises or any part thereof, Tenant shall give Landlord written notice of such intent (“Transfer Notice”). Tenant’s Transfer Notice shall be accompanied by a copy of the proposed assignment or sublease between Tenant and the proposed assignee or subtenant, together with current and three (3) years’ prior financial statements, if available, for the proposed assignee or subtenant, which financial statement shall be prepared in accordance with generally accepted accounting principles. Tenant shall provide Landlord with any additional information or documentation reasonably requested by Landlord within ten (10) business days after receiving Landlord’s request. Landlord shall then have a period of fifteen (15) business days following receipt of such additional information (or 15 business days after receipt of Tenant’s Transfer Notice if no additional information is requested) within which to notify Tenant in writing that Landlord elects either (a) Except as specifically set forth in Section 18.3(b) below or elsewhere in this Article, Landlord will not unreasonably withhold or delay to exercise its consent to sublease or an assignment by Tenant. Tenant agrees that Landlord’s withholding of consent to a proposed sublease or assignment will be deemed reasonable if Tenant is in monetary default or in default of other terms after any applicable notice and cure periods, or if any of the following conditions are not SATISFIED: (a) the sublease or assignment complies with this Article and the rest of this Lease, the subtenant or assignee will use the Premises only for the uses permitted in Section 1.1 (k) and otherwise recapture rights in accordance with this Lease, its use Section 13.2 in which event Tenant will not increase be relieved of all further obligations hereunder as to such space as of the risk of possible contamination by Hazardous Materials date specified in Landlord’s reasonable judgment, and the business and reputation of the subtenant or assignee are consistent with the other tenancies and standards of the Project in Landlord’s reasonable judgment; (b) the subtenant or assignee is not a governmental or quasi-governmental entity nor is it a person with diplomatic immunity; (c) the subtenant or assignee is stable and creditworthy and has the independent financial ability to perform its obligations as sublessee or assignee without undue financial burden in Landlord’s reasonable judgment and neither it nor its predecessors in interest has had a receiver appointed to manage its affairs or in connection with any of its assets or been subject to a bankruptcy or reorganization, criminal judgments, sanctions, consent decrees or similar actions by the SEC or other governmental or quasi-governmental authorities; (d) the terms of the Transfer prohibit the Transferee from exercising (or occupying space leased by Tenant pursuant to Tenant’s exercise of) any right to extend, renew or cancel this Lease or any part thereof or lease additional space in the Project; (e) Landlord’s Mortgagees consent (if their consent is required); (f) there will be no more than an aggregate of two (2) subleases of the Premises, (g) the subtenant uses the Premises for an office use consistent with an office use for a Class A office building and (h) neither Tenant nor any broker, agent or other representative retained by tenant shall have publicly advertised the availability of the Premises without prior notice to and approval by Landlord (which approval shall be with respect to the advertisement itself as opposed to the right to advertise), nor shall any public advertisement state the proposed rental, but nothing contained herein shall be deemed to prohibit Tenant, without Landlord’s reasonable consent or approval, from listing with brokers the availability of the Premises for sublet or assignment at any rental rate, and broker’s fliers or listings and Tenant’s marketing materials shall not be deemed to constitute public advertisements. These conditions are not exclusive and Landlord may reasonably consider other factors deemed to be relevant in determining if Landlord should grant or reasonably withhold its consent. (b) If Tenant proposes to assign or sublease or otherwise Transfer all or a portion of the Premises (except to a valid assignee or sublessee pursuant to a Transfer permitted without consent under Section 18.5(c)), Landlord will have the right, but not the obligation, either to: consent or reasonably withhold consent under Section 18.3(a). In addition to the options provided in the foregoing sentence, if the proposed transfer is an assignment of sublease of the entire Premises, the Landlord may construe the proposal as an offer to Landlord on the same terms as with the proposed Transferee, which may be accepted by Landlord (although Landlord will always have the right to further sublease, assign or Transfer without Tenant’s review or approval); or terminate terminating the Lease with respect to the relevant space, (b) to permit Tenant to assign this Lease or sublet such space as described in the Transfer Notice, subject, however, to be assigned, subleased prior written consent to the proposed assignment or otherwise Transferred sublease or (c) deny Tenant’s request to assign this Lease or sublet such space. Among other factors upon which space Landlord may be reasonably reconfigured by Landlord at its sole cost and expense to obtain base a discrete and architecturally complete space leaseable to others if less than all withholding of consent are the following: (i) the use of the Premises is involved), provided that in any case Landlord notifies Tenant in writing within by such proposed assignee or subtenant would not be a Permitted Use; (ii) the twenty-one (21) day period described in Section 18.2. If Landlord so elects to terminate, this Lease will terminate on the date specified by Landlord in its notice (but not prior to financial condition of the proposed transfer date) to Tenant as if assignee or subtenant is such date were the expiration date of this Lease with respect to that space. The termination date specified by Landlord will be not less than thirty (30) days or more than ninety (90) days after the date of that, in Landlord’s election notice. As of the termination datereasonable determination, Tenant no longer will have any liability for the rent and other it would be unable to perform its obligations under the Lease for periods thereafter for that proposed sublease or assignment; (iii) the portion of the PremisesPremises proposed to be sublet is irregular in shape and/or does not permit safe or otherwise appropriate means of ingress and egress, and Tenant’s parking rights or does not comply with other Laws or regulations; (assigned and unassigned parkingiv) will be proportionally reduced. At Landlord or Landlord’s electionagents have negotiated with the proposed assignee or subtenant with regard to the leasing of space at the Property, Tenant will execute an amendment of this Lease confirming at any time within the terms of such termination. If Landlord exercises its right to accept the offer preceding six (6) months; or terminate all or a part of the Lease as set forth above, it will have the right to not lease the space or enter into a lease or other agreement for all or parts of the space from time to time with (v) any other person(s), including, without limitation, Tenant’s proposed Transferee, on terms acceptable to reasonable basis that Landlord in its sole and arbitrary discretion, and notwithstanding anything to the contrary, Tenant will have no right or interest in any rent or other consideration payable under those leases or other agreements. Landlord’s right to recapture under this subsection 18.3(b) shall not apply to permitted transfers under Section 18.5(c) below or transfers which would have otherwise been permitted under Section 18.5(c), except the Transferee failed the net worth, credit rating and financial capability test under said subsection (c)may assert.

Reasonable Consent. (a) Except At least forty-five (45) days prior to any proposed Transfer, Tenant shall submit in writing to Landlord (i) the name and legal composition of the Proposed Transferee; (ii) the nature of the business proposed to be carried on in the Premises; (iii) a current balance sheet, and income and cash flow statements for the last two years and such other reasonable financial and other information concerning the Proposed Transferee as specifically set forth in Section 18.3(bLandlord may request; and (iv) below or elsewhere in this Articlea copy of the proposed assignment, Landlord will not unreasonably withhold or delay its consent to sublease or an assignment by Tenantother agreement governing the proposed Transfer in final form. Within fifteen (15) Business Days after Landlord shall have received all such information it shall notify Tenant agrees that whether it approves or disapproves such Transfer or if it elects to proceed under Section 14.7 - Landlord’s withholding of Right to Space. (b) Tenant acknowledges and agrees that, among other circumstances for which Landlord could reasonably withhold consent to a proposed sublease or assignment will Transfer, it shall be deemed reasonable if Tenant is in monetary default or in default of other terms after any applicable notice and cure periods, or if any for Landlord to withhold consent where (i) the Proposed Transferee does not intend itself to occupy the entire portion of the following conditions are not SATISFIED: Premises assigned or sublet, (aii) Landlord reasonably disapproves of the sublease Proposed Transferee’s business operating ability or assignment complies with this Article and history, reputation or creditworthiness or the rest character of this Lease, the subtenant or assignee will use the Premises only for the uses permitted in Section 1.1 (k) and otherwise in accordance with this Lease, its use will not increase the risk of possible contamination by Hazardous Materials in Landlord’s reasonable judgment, and the business and reputation of the subtenant or assignee are consistent with the other tenancies and standards of the Project in Landlord’s reasonable judgment; (b) the subtenant or assignee is not a governmental or quasi-governmental entity nor is it a person with diplomatic immunity; (c) the subtenant or assignee is stable and creditworthy and has the independent financial ability to perform its obligations as sublessee or assignee without undue financial burden in Landlord’s reasonable judgment and neither it nor its predecessors in interest has had a receiver appointed to manage its affairs or in connection with any of its assets or been subject to a bankruptcy or reorganization, criminal judgments, sanctions, consent decrees or similar actions be conducted by the SEC or other governmental or quasi-governmental authorities; (d) the terms of the Transfer prohibit the Proposed Transferee from exercising (or occupying space leased by Tenant pursuant to Tenant’s exercise of) any right to extend, renew or cancel this Lease or any part thereof or lease additional space in the Project; (e) Landlord’s Mortgagees consent (if their consent is required); (f) there will be no more than an aggregate of two (2) subleases of at the Premises, (giii) the subtenant uses Proposed Transferee is a governmental agency or unit or an existing tenant or an affiliate of an existing tenant (other than Tenant) in the Premises for an office use consistent with an office use for a Class A office building and Building, (hiv) neither Tenant nor the proposed Transfer would violate any broker“exclusive” rights of any tenants in the Building, (v) Landlord or Landlord’s agent has shown space in the Building to the Proposed Transferee or other representative retained by tenant shall have publicly advertised responded to any inquiries from the Proposed Transferee or the Proposed Transferee’s agent concerning availability of space in the Premises without prior notice to and approval by Landlord Building, at any time within the preceding nine months, (which approval shall be with respect vi) a proposed Transfer would violate any Encumbrance, (vii) any Mortgagee objects to the advertisement itself as opposed to the right to advertise)proposed Transfer, nor shall any public advertisement state or (viii) the proposed rentalagreement governing the Transfer purports to expand the Tenant’s rights under the Lease, but nothing contained herein shall be deemed to prohibit Tenant, without or modify or constrain any of Landlord’s reasonable consent rights under the Lease, or approval(ix) Landlord otherwise determines that the proposed Transfer would have the effect of decreasing the value of the Property or increasing the expenses associated with operating, from listing with brokers maintaining and repairing the availability Property. In no event may Tenant publicly offer or advertise all or any portion of the Premises for sublet assignment or assignment sublease at any a rental rateless than seventy-five percent (75%) of that then sought by Landlord for a direct lease (non-sublease) of comparable space in the Building; provided, and broker’s fliers or listings and Tenant’s marketing materials however, that the foregoing shall not be deemed to constitute public advertisements. These conditions are not exclusive and Landlord may reasonably consider other factors deemed to be relevant in determining if Landlord should grant or reasonably withhold its consent. (b) If Tenant proposes to assign or sublease or otherwise Transfer all or a portion of the Premises (except to a valid assignee or sublessee pursuant to a Transfer permitted without consent under Section 18.5(c)), Landlord will have the right, but not the obligation, either to: consent or reasonably withhold consent under Section 18.3(a). In addition to the options provided in the foregoing sentence, if the proposed transfer is an assignment of sublease of the entire Premises, the Landlord may construe the proposal as an offer to Landlord minimum requirement on the same terms as with the proposed Transferee, which actual sublease rental rate Tenant may be accepted by Landlord (although Landlord will always have the right to further sublease, assign charge an approved or Transfer without Tenant’s review or approval); or terminate the Lease with respect to the space to be assigned, subleased or otherwise Transferred (which space may be reasonably reconfigured by Landlord at its sole cost and expense to obtain a discrete and architecturally complete space leaseable to others if less than all of the Premises is involved), provided that permitted subtenant in any case Landlord notifies Tenant in writing within the twenty-one (21) day period described in Section 18.2. If Landlord so elects to terminate, this Lease will terminate on the date specified by Landlord in its notice (but not prior to the proposed transfer date) to Tenant as if such date were the expiration date of this Lease with respect to that space. The termination date specified by Landlord will be not less than thirty (30) days or more than ninety (90) days after the date of Landlord’s election notice. As of the termination date, Tenant no longer will have any liability for the rent and other obligations under the Lease for periods thereafter for that portion of the Premises, and Tenant’s parking rights (assigned and unassigned parking) will be proportionally reduced. At Landlord’s election, Tenant will execute an amendment of this Lease confirming the terms of such termination. If Landlord exercises its right to accept the offer or terminate all or a part of the Lease as set forth above, it will have the right to not lease the space or enter into a lease or other agreement for all or parts of the space from time to time with any other person(s), including, without limitation, Tenant’s proposed Transferee, on terms acceptable to Landlord in its sole and arbitrary discretion, and notwithstanding anything to the contrary, Tenant will have no right or interest in any rent or other consideration payable under those leases or other agreements. Landlord’s right to recapture under this subsection 18.3(b) shall not apply to permitted transfers under Section 18.5(c) below or transfers which would have otherwise been permitted under Section 18.5(c), except the Transferee failed the net worth, credit rating and financial capability test under said subsection (c)applicable sublease.

Reasonable Consent. In the event that Tenant complies with the provisions of Section 50.2 of this Article 50 and Landlord does not exercise any option provided to it thereunder, and provided that Tenant is not in default of any of Tenant's obligations under this lease, beyond applicable notice and grace periods, Landlord's consent (which must be in writing and in form reasonably satisfactory to Landlord) to the proposed assignment of lease or subletting of the entire demised premises shall not be unreasonably withheld or delayed provided the following conditions have been satisfied: 50.4.1 In Landlord's reasonable judgement, the proposed assignee or subtenant is engaged in such a business and the demised premises will be used in such a manner, that: (x) is limited to the use expressly permitted under this lease; and (y) will not violate any negative covenant as to use contained in any other lease of space in the Building about which Tenant has been informed following its request to Landlord for such information; 50.4.2 The proposed assignee or subtenant is a reputable person of good character and with sufficient financial worth considering the responsibility involved, and Landlord has been furnished with reasonable proof thereof; 50.4.3 Neither (i) the proposed assignee or sublessee nor (ii) any person that, directly or indirectly, controls, is controlled by, or is under common control with, the proposed assignee or sublessee, is then an occupant or tenant of any part of the Building; 50.4.4 The proposed assignee or sublessee is not a person with whom Landlord is then, or shall have been during the previous six (6) month period, negotiating to lease space in the Building; 50.4.5 The proposed sublease shall be in form reasonably satisfactory to Landlord and shall comply with the applicable provisions of this Article 50; 50.4.6 The amount of the aggregate rent to be paid by the proposed subtenant is not less than the ten current market rent per rentable square foot for the demised premises and the rental and other terms and conditions of the sublease are the same as those contained in the proposed sublease furnished to Landlord pursuant to Section 50.2; 50.4.7 Tenant shall reimburse Landlord on demand for any reasonable costs that may be incurred by Landlord in connection with said assignment or sublease, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant and legal costs incurred in connection with the granting of any requested consent; 50.4.8 Tenant shall not have (a) Except as specifically set forth in Section 18.3(b) below or elsewhere in this Article, Landlord will not unreasonably withhold or delay its consent to sublease or an assignment by Tenant. Tenant agrees that Landlord’s withholding of consent to a proposed sublease or assignment will be deemed reasonable if Tenant is in monetary default or in default of other terms after any applicable notice and cure periods, or if any of the following conditions are not SATISFIED: (a) the sublease or assignment complies with this Article and the rest of this Lease, the subtenant or assignee will use the Premises only for the uses permitted in Section 1.1 (k) and otherwise in accordance with this Lease, its use will not increase the risk of possible contamination by Hazardous Materials in Landlord’s reasonable judgment, and the business and reputation of the subtenant or assignee are consistent with the other tenancies and standards of the Project in Landlord’s reasonable judgment; (b) the subtenant or assignee is not a governmental or quasi-governmental entity nor is it a person with diplomatic immunity; (c) the subtenant or assignee is stable and creditworthy and has the independent financial ability to perform its obligations as sublessee or assignee without undue financial burden in Landlord’s reasonable judgment and neither it nor its predecessors in interest has had a receiver appointed to manage its affairs or in connection with any of its assets or been subject to a bankruptcy or reorganization, criminal judgments, sanctions, consent decrees or similar actions by the SEC or other governmental or quasi-governmental authorities; (d) the terms of the Transfer prohibit the Transferee from exercising (or occupying space leased by Tenant pursuant to Tenant’s exercise of) any right to extend, renew or cancel this Lease or any part thereof or lease additional space in the Project; (e) Landlord’s Mortgagees consent (if their consent is required); (f) there will be no more than an aggregate of two (2) subleases of the Premises, (g) the subtenant uses the Premises for an office use consistent with an office use for a Class A office building and (h) neither Tenant nor any broker, agent or other representative retained by tenant shall have publicly advertised the availability of the Premises demised premises without prior written notice to to, and approval by by, Landlord or (which approval shall be with respect to b) advertised the advertisement itself as opposed to the right to advertise), nor shall any public advertisement state the proposed rental, but nothing contained herein shall be deemed to prohibit Tenant, without Landlord’s reasonable consent or approval, from listing with brokers the availability of the Premises demised premises for sublet subletting or assignment at any a proposed rental rate, less than the fixed rent and broker’s fliers or listings and Tenant’s marketing materials additional rent at which Landlord is then offering to lease other space in the Building; 50.4.9 The sublease shall not be deemed to constitute public advertisements. These conditions are not exclusive and Landlord may reasonably consider other factors deemed to be relevant in determining if Landlord should grant or reasonably withhold its consent. allow use of the demised premises (b1) If Tenant proposes to assign or sublease as a restaurant, luncheonette, or otherwise Transfer all for the preparation and/or sale of food for on or off premises consumption; (2) as a portion discount store; (3) as a multiple tenancy store; (4) by a foreign or domestic governmental agency; (5) as a betting parlor or gambling casino; or (6) by a utility company; and 50.4.10 The sublease shall not provide for an option on behalf of the Premises (except subtenant thereunder to a valid assignee extend or sublessee pursuant to a Transfer permitted without consent under Section 18.5(c)), Landlord will have renew the right, but not the obligation, either to: consent or reasonably withhold consent under Section 18.3(a). In addition to the options provided in the foregoing sentence, if the proposed transfer is an assignment of sublease of the entire Premises, the Landlord may construe the proposal as an offer to Landlord on the same terms as with the proposed Transferee, which may be accepted by Landlord (although Landlord will always have the right to further sublease, assign or Transfer without Tenant’s review or approval); or terminate the Lease with respect to the space to be assigned, subleased or otherwise Transferred (which space may be reasonably reconfigured by Landlord at its sole cost and expense to obtain a discrete and architecturally complete space leaseable to others if less than all of the Premises is involved), provided that in any case Landlord notifies Tenant in writing within the twenty-one (21) day period described in Section 18.2. If Landlord so elects to terminate, this Lease will terminate on the date specified by Landlord in its notice (but not prior to the proposed transfer date) to Tenant as if such date were the expiration date of this Lease with respect to that space. The termination date specified by Landlord will be not less than thirty (30) days or more than ninety (90) days after the date of Landlord’s election notice. As of the termination date, Tenant no longer will have any liability for the rent and other obligations under the Lease for periods thereafter for that portion of the Premises, and Tenant’s parking rights (assigned and unassigned parking) will be proportionally reduced. At Landlord’s election, Tenant will execute an amendment of this Lease confirming the terms term of such termination. If Landlord exercises its right to accept the offer or terminate all or a part of the Lease as set forth above, it will have the right to not lease the space or enter into a lease or other agreement for all or parts of the space from time to time with any other person(s), including, without limitation, Tenant’s proposed Transferee, on terms acceptable to Landlord in its sole and arbitrary discretion, and notwithstanding anything to the contrary, Tenant will have no right or interest in any rent or other consideration payable under those leases or other agreements. Landlord’s right to recapture under this subsection 18.3(b) shall not apply to permitted transfers under Section 18.5(c) below or transfers which would have otherwise been permitted under Section 18.5(c), except the Transferee failed the net worth, credit rating and financial capability test under said subsection (c)sublease.

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

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

Reasonable Consent. (a) Except as specifically set forth in Section 18.3(b) below or elsewhere in this Article, Landlord will not nit unreasonably withhold or delay its consent to sublease or an assignment or sublease by Tenant, but Landlord may withhold its consent to any other Transfer (including, without limitation, any hypothecation or assignment for security purposes) arbitrarily and in its sole discretion. Tenant agrees that Landlord’s 's withholding of consent to a proposed sublease or assignment will be deemed reasonable if Tenant is in monetary default or in default any of the other material terms after any applicable notice and cure periodsconditions of this Article have not been complied with, or if any of the following conditions are not SATISFIEDsatisfied: (a) the sublease or assignment complies with this Article and the rest of this Lease, the subtenant or assignee will use the Building and the Premises only for the uses permitted in Section 1.1 (k1.1(h) and otherwise in accordance with this Lease, its use will not increase the risk of possible contamination by Hazardous Materials in Landlord’s reasonable judgment, and the business and reputation of the subtenant or assignee are consistent with the other tenancies reasonably acceptable to Landlord and standards of the Project in Landlord’s reasonable judgment' Mortgagees (and Landlord's Mortgagees will not unreasonably withhold or delay their consent); (b) the subtenant or assignee is not a governmental or quasi-governmental entity nor is it a person with diplomatic immunity; (c) the subtenant or assignee is stable reputable and creditworthy and has the independent financial ability to perform its obligations as sublessee under its assignment or assignee sublease without undue financial burden in Landlord’s 's reasonable judgment (which reasonable judgment shall be deemed satisfied if the subtenant or assignee has a net worth, credit rating and neither financial capability at least equal to Tenant's when Tenant executed this Lease), and it nor its predecessors in interest has had a is not then subject to any bankruptcy or reorganization plan, proceeding or order, and no receiver appointed to manage is managing its affairs or in connection with any of its assets or been subject to a bankruptcy or reorganization, criminal judgments, sanctions, consent decrees or similar actions by the SEC or other governmental or quasi-governmental authoritiesassets; and (d) the terms of the Transfer prohibit the Transferee from exercising (or occupying space leased by Tenant pursuant to Tenant’s exercise of) any right to extend, renew or cancel this Lease or any part thereof or lease additional space in the Project; (e) Landlord’s Mortgagees consent (if their consent is required); (fc) there will be no more than an aggregate of two six (26) subleases of the Premises, (g) the subtenant uses the Premises for an office use consistent with an office use for a Class A office building and (h) neither Tenant nor any broker, agent or other representative retained by tenant shall have publicly advertised the availability of the Premises without prior notice to and approval by Landlord (which approval shall be with respect to the advertisement itself as opposed to the right to advertise), nor shall any public advertisement state the proposed rental, but nothing contained herein shall be deemed to prohibit Tenant, without Landlord’s reasonable consent or approval, from listing with brokers the availability of the Premises for sublet or assignment at any rental rate, and broker’s fliers or listings and Tenant’s marketing materials shall not be deemed to constitute public advertisementsone time. These conditions are not exclusive and Landlord may reasonably consider other factors deemed to be relevant in determining if Landlord should grant or reasonably withhold its consent. (b) If Tenant proposes to assign or sublease or otherwise Transfer all or a portion of the Premises (except to a valid assignee or sublessee pursuant to a Transfer permitted without consent under Section 18.5(c)), Landlord will have the right, but not the obligation, either to: consent or reasonably withhold consent under Section 18.3(a). In addition to the options provided in the foregoing sentence, if the proposed transfer is an assignment of sublease of the entire Premises, the Landlord may construe the proposal as an offer to Landlord on the same terms as with the proposed Transferee, which may be accepted by Landlord (although Landlord will always have the right to further sublease, assign or Transfer without Tenant’s review or approval); or terminate the Lease with respect to the space to be assigned, subleased or otherwise Transferred (which space may be reasonably reconfigured by Landlord at its sole cost and expense to obtain a discrete and architecturally complete space leaseable to others if less than all of the Premises is involved), provided that in any case Landlord notifies Tenant in writing within the twenty-one (21) day period described in Section 18.2. If Landlord so elects to terminate, this Lease will terminate on the date specified by Landlord in its notice (but not prior to the proposed transfer date) to Tenant as if such date were the expiration date of this Lease with respect to that space. The termination date specified by Landlord will be not less than thirty (30) days or more than ninety (90) days after the date of Landlord’s election notice. As of the termination date, Tenant no longer will have any liability for the rent and other obligations under the Lease for periods thereafter for that portion of the Premises, and Tenant’s parking rights (assigned and unassigned parking) will be proportionally reduced. At Landlord’s election, Tenant will execute an amendment of this Lease confirming the terms of such termination. If Landlord exercises its right to accept the offer or terminate all or a part of the Lease as set forth above, it will have the right to not lease the space or enter into a lease or other agreement for all or parts of the space from time to time with any other person(s), including, without limitation, Tenant’s proposed Transferee, on terms acceptable to Landlord in its sole and arbitrary discretion, and notwithstanding anything to the contrary, Tenant will have no right or interest in any rent or other consideration payable under those leases or other agreements. Landlord’s right to recapture under this subsection 18.3(b) shall not apply to permitted transfers under Section 18.5(c) below or transfers which would have otherwise been permitted under Section 18.5(c), except the Transferee failed the net worth, credit rating and financial capability test under said subsection (c).

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

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

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

Reasonable Consent. (a) Except as specifically set forth in Section 18.3(b) below or elsewhere in this Article, Landlord will shall not unreasonably withhold or delay its consent to sublease the subletting of the Premises or an any portion thereof or the assignment by Tenantof this Lease. Tenant agrees that ▇▇▇▇▇▇▇▇’s consent to any other proposed Transfer may be granted or withheld in Landlord’s withholding of sole and absolute discretion. If Tenant shall desire ▇▇▇▇▇▇▇▇’s consent to a proposed sublease or assignment will be deemed reasonable if any Transfer, Tenant is shall notify Landlord in monetary default or in default writing (“Notice of other terms after any applicable notice and cure periods, or if any Proposed Transfer”). Any such Notice of the following conditions are not SATISFIEDProposed Transfer shall include: (a) the sublease or assignment complies with this Article name and the rest of this Lease, the subtenant or assignee will use the Premises only for the uses permitted in Section 1.1 (k) and otherwise in accordance with this Lease, its use will not increase the risk of possible contamination by Hazardous Materials in Landlord’s reasonable judgment, and the business and reputation legal composition of the subtenant or assignee are consistent with the other tenancies and standards of the Project in Landlord’s reasonable judgmentproposed transferee (“Transferee”); (b) the subtenant or assignee is not a governmental or quasi-governmental entity nor is it a person with diplomatic immunity; (c) the subtenant or assignee is stable and creditworthy and has the independent financial ability to perform its obligations as sublessee or assignee without undue financial burden in Landlord’s reasonable judgment and neither it nor its predecessors in interest has had a receiver appointed to manage its affairs or in connection with any of its assets or been subject to a bankruptcy or reorganization, criminal judgments, sanctions, consent decrees or similar actions by the SEC or other governmental or quasi-governmental authorities; (d) the terms of the Transfer prohibit the Transferee from exercising (or occupying space leased by Tenant pursuant to Tenant’s exercise of) any right to extend, renew or cancel this Lease or any part thereof or lease additional space in the Project; (e) Landlord’s Mortgagees consent (if their consent is required); (f) there will be no more than an aggregate of two (2) subleases of the Premises, (g) the subtenant uses the Premises for an office use consistent with an office use for a Class A office building and (h) neither Tenant nor any broker, agent or other representative retained by tenant shall have publicly advertised the availability of the Premises without prior notice to and approval by Landlord proposed effective date (which approval shall be with respect to the advertisement itself as opposed to the right to advertise), nor shall any public advertisement state the proposed rental, but nothing contained herein shall be deemed to prohibit Tenant, without Landlord’s reasonable consent or approval, from listing with brokers the availability of the Premises for sublet or assignment at any rental rate, and broker’s fliers or listings and Tenant’s marketing materials shall not be deemed to constitute public advertisements. These conditions are not exclusive and Landlord may reasonably consider other factors deemed to be relevant in determining if Landlord should grant or reasonably withhold its consent. (b) If Tenant proposes to assign or sublease or otherwise Transfer all or a portion of the Premises (except to a valid assignee or sublessee pursuant to a Transfer permitted without consent under Section 18.5(c)), Landlord will have the right, but not the obligation, either to: consent or reasonably withhold consent under Section 18.3(a). In addition to the options provided in the foregoing sentence, if the proposed transfer is an assignment of sublease of the entire Premises, the Landlord may construe the proposal as an offer to Landlord on the same terms as with the proposed Transferee, which may be accepted by Landlord (although Landlord will always have the right to further sublease, assign or Transfer without Tenant’s review or approval); or terminate the Lease with respect to the space to be assigned, subleased or otherwise Transferred (which space may be reasonably reconfigured by Landlord at its sole cost and expense to obtain a discrete and architecturally complete space leaseable to others if less than all of the Premises is involved), provided that in any case Landlord notifies Tenant in writing within the twenty-one (21) day period described in Section 18.2. If Landlord so elects to terminate, this Lease will terminate on the date specified by Landlord in its notice (but not prior to the proposed transfer date) to Tenant as if such date were the expiration date of this Lease with respect to that space. The termination date specified by Landlord will be not less than thirty (30) days or nor more than ninety one hundred eighty (90180) days after the date of LandlordTenant’s election notice. As Notice of Proposed Transfer); (c) the termination date, Tenant no longer will have any liability for the rent and other obligations under the Lease for periods thereafter for that portion of the Premises to be Transferred (the “Subject Space”); (d) the nature of the business proposed to be carried on in the Premises; (e) the terms and provisions of any proposed Transfer, including an estimated calculation of the “Transfer Premium” (as defined in Section 16.3 below) in connection with such Transfer; (f) such reasonable financial information as Landlord may request concerning the proposed Transferee; and (g) the form of the proposed sublease or assignment. Within twenty (20) days after Landlord receives all such information, Landlord shall notify Tenant whether it approves such assignment or subletting, or, if Section 16.7 shall apply, if Landlord elects to proceed thereunder. Among other circumstances for which Landlord may reasonably withhold its consent to a sublease or assignment, it shall be reasonable for Landlord to withhold its consent where (i) Landlord reasonably disapproves of the Transferee’s reputation or creditworthiness or the character of the business to be conducted by the Transferee at the Premises, and (ii) the Transferee’s business entails the operation of a call center, (iii) the Transferee is (1) an existing tenant of the Project or any of the other buildings in ▇▇▇▇▇▇ Ranch, (2) is negotiating with Landlord or any affiliate of Landlord to lease space in the Project or any of the other buildings in ▇▇▇▇▇▇ Ranch at such time, or (3) has negotiated with Landlord or any affiliate of Landlord to lease space during the three (3) month period immediately preceding Tenant’s parking rights request for consent; provided, however, that Landlord shall not withhold its consent to any proposed Transfer solely under this clause (assigned and unassigned parkingiii) will be proportionally reduced. At Landlord’s election, Tenant will execute an amendment if Landlord does not then have comparable space in ▇▇▇▇▇▇ Ranch available for lease for a comparable term at the time of this Lease confirming the terms of such termination. If Landlord exercises its right to accept the offer or terminate all or a part of the Lease as set forth above, it will have the right to not lease the space or enter into a lease or other agreement for all or parts of the space from time to time with any other person(s), including, without limitation, Tenant’s proposed TransfereeTransfer; (iv) the assignment or subletting would increase the burden on the Building services or the number of people occupying the Premises, on terms acceptable to Landlord in its sole (v) the rental and arbitrary discretion, and notwithstanding anything to the contrary, Tenant will have no right or interest in any rent or other consideration payable by the Transferee is less than eighty percent (80%) that currently being paid by tenants under those new leases of comparable space in ▇▇▇▇▇▇ Ranch, or other agreements. Landlord’s right to recapture under this subsection 18.3(b(vi) shall not apply to permitted transfers under Section 18.5(c) below Landlord otherwise reasonably determines that the assignment or transfers which sublease would have otherwise been permitted under Section 18.5(c), except the Transferee failed effect of decreasing the net worth, credit rating and financial capability test under said subsection (c)value of the Project or increasing the expenses associated with operating the Project. In no event may Tenant publicly advertise or offer all or any portion of the Premises for assignment or sublease at a rental less than that then sought by Landlord for comparable space in ▇▇▇▇▇▇ Ranch.

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

Reasonable Consent. (a) Except With respect to any Alterations, other than Non-Consent Alterations as specifically set forth described in Section 18.3(b) below or elsewhere in this Article8.6 below, Landlord will agrees not to unreasonably withhold withhold, delay or delay condition its consent to sublease or an assignment by Tenant. Tenant agrees such Alterations; provided, however, that Landlord’s withholding of consent to a proposed sublease or assignment will be deemed reasonable if Tenant is in monetary default or in default of other terms after any applicable notice and cure periods, or if any of the following conditions are not SATISFIED: (a) the sublease or assignment complies with this Article and the rest of this Lease, the subtenant or assignee will use the Premises only for the uses permitted in Section 1.1 (k) and otherwise in accordance with this Lease, its use will not increase the risk of possible contamination by Hazardous Materials in Landlord’s reasonable judgment, and the business and reputation of the subtenant or assignee are consistent with the other tenancies and standards of the Project in Landlord’s reasonable judgment; (b) the subtenant or assignee is not a governmental or quasi-governmental entity nor is it a person with diplomatic immunity; (c) the subtenant or assignee is stable and creditworthy and has the independent financial ability to perform its obligations as sublessee or assignee without undue financial burden in Landlord’s reasonable judgment and neither it nor its predecessors in interest has had a receiver appointed to manage its affairs or in connection with any of its assets or been subject to a bankruptcy or reorganization, criminal judgments, sanctions, consent decrees or similar actions by the SEC or other governmental or quasi-governmental authorities; (d) the terms of the Transfer prohibit the Transferee from exercising (or occupying space leased by Tenant pursuant to Tenant’s exercise of) any right to extend, renew or cancel this Lease or any part thereof or lease additional space in the Project; (e) Landlord’s Mortgagees consent (if their consent is required); (f) there will be no more than an aggregate of two (2) subleases of the Premises, (g) the subtenant uses the Premises for an office use consistent with an office use for a Class A office building and (h) neither Tenant nor any broker, agent or other representative retained by tenant shall have publicly advertised the availability of the Premises without prior notice to and approval by Landlord (which approval shall be with respect to the advertisement itself as opposed to the right to advertise), nor shall any public advertisement state the proposed rental, but nothing contained herein shall be deemed to prohibit Tenant, without Landlord’s reasonable consent or approval, from listing with brokers the availability of the Premises for sublet or assignment at any rental rate, and broker’s fliers or listings and Tenant’s marketing materials shall not be deemed to constitute have acted unreasonably if it withholds its consent because, in Landlord’s reasonable opinion, such work would adversely affect Building systems, the structure of the Building or the safety of its occupants; would increase Landlord’s cost of repairs, insurance or furnishing services or otherwise adversely affect Landlord’s ability to efficiently operate the Building or furnish services to Tenant or other tenants; involves toxic or hazardous materials in any unlawful manner; or requires entry into another tenant’s premises or use of public advertisementsareas (other than use of public areas for prompt movement of materials to the Demised Premises), or otherwise adversely affects another tenant’s premises or the Common Areas. These conditions are The foregoing reasons, however, shall not be exclusive and of the reasons for which Landlord may withhold consent, whether or not such other reasons are similar or dissimilar to the foregoing. Landlord shall give its approval or disapproval (giving reasonably consider other factors deemed to be relevant detailed reasons in determining if Landlord should grant or reasonably withhold its consent. (bcase of disapproval) If Tenant proposes to assign or sublease or otherwise Transfer all or a portion of the Premises plans and specifications or other submissions for any Alterations (except other than those constituting Tenant’s Work, which shall instead be governed by Article 25) within ten (10) business days after their delivery to a valid assignee Landlord with Tenant’s express written request for Landlord’s approval thereof (and, as to any subsequent revised plans and specifications or sublessee pursuant other submissions submitted by Tenant to a Transfer permitted without consent under Section 18.5(c))Landlord, within five (5) business days after their delivery to Landlord will have the right, but not the obligation, either to: consent or reasonably withhold consent under Section 18.3(awith Tenant’s express request for Landlord’s approval thereof). In addition the event Landlord fails to give its approval or disapproval of such plans and specifications or other submissions within said 10-business day (or 5-business day, as applicable) period, then, to the options provided in the foregoing sentenceextent Tenant’s request for approval expressly stated thereon that failure to respond within such 10-business day (or 5-business day, if the proposed transfer is an assignment as applicable) period shall be deemed Landlord’s approval of sublease of the entire Premisessuch plans and specifications or other submissions, the Landlord may construe the proposal as an offer to Landlord on the same terms as with the proposed Transferee, which may be accepted by Landlord (although Landlord will always have the right to further sublease, assign or Transfer without Tenant’s review or approval); or terminate the Lease with respect to the space to be assigned, subleased or otherwise Transferred (which space may be reasonably reconfigured by Landlord at its sole cost plans and expense to obtain a discrete and architecturally complete space leaseable to others if less than all of the Premises is involved), provided that in any case Landlord notifies Tenant in writing within the twenty-one (21) day period described in Section 18.2. If Landlord so elects to terminate, this Lease will terminate on the date specified by Landlord in its notice (but not prior to the proposed transfer date) to Tenant as if such date were the expiration date of this Lease with respect to that space. The termination date specified by Landlord will be not less than thirty (30) days or more than ninety (90) days after the date of Landlord’s election notice. As of the termination date, Tenant no longer will have any liability for the rent and other obligations under the Lease for periods thereafter for that portion of the Premises, and Tenant’s parking rights (assigned and unassigned parking) will be proportionally reduced. At Landlord’s election, Tenant will execute an amendment of this Lease confirming the terms of such termination. If Landlord exercises its right to accept the offer or terminate all or a part of the Lease as set forth above, it will have the right to not lease the space or enter into a lease specifications or other agreement submissions for all or parts of the space from time to time with any other person(s), including, without limitation, Tenant’s proposed Transferee, on terms acceptable to Landlord in its sole and arbitrary discretion, and notwithstanding anything to the contrary, Tenant will have no right or interest in any rent or other consideration payable under those leases or other agreements. such Alterations so submitted shall be approved by Landlord’s right to recapture under this subsection 18.3(b) shall not apply to permitted transfers under Section 18.5(c) below or transfers which would have otherwise been permitted under Section 18.5(c), except the Transferee failed the net worth, credit rating and financial capability test under said subsection (c).

Reasonable Consent. (a) Except as specifically set forth in Section 18.3(b) below or elsewhere in this ArticleIf Tenant complies with the following conditions, Landlord will shall not unreasonably withhold or delay its consent to sublease or an assignment by Tenant. Tenant agrees that Landlord’s withholding of consent to a proposed sublease or assignment will be deemed reasonable if Tenant is in monetary default or in default of other terms after any applicable notice and cure periods, or if any the subletting of the following conditions are not SATISFIED: (a) Premises or any portion thereof or the sublease or assignment complies with this Article and the rest of this Lease. Prior to any proposed Transfer, Tenant shall submit in writing to Landlord (i) the subtenant or assignee will use the Premises only for the uses permitted in Section 1.1 (k) name and otherwise in accordance with this Lease, its use will not increase the risk of possible contamination by Hazardous Materials in Landlord’s reasonable judgment, and the business and reputation legal composition of the subtenant or assignee are consistent with the other tenancies and standards of the Project in Landlord’s reasonable judgment; (b) the subtenant or assignee is not a governmental or quasi-governmental entity nor is it a person with diplomatic immunity; (c) the subtenant or assignee is stable and creditworthy and has the independent financial ability to perform its obligations as sublessee or assignee without undue financial burden in Landlord’s reasonable judgment and neither it nor its predecessors in interest has had a receiver appointed to manage its affairs or in connection with any of its assets or been subject to a bankruptcy or reorganizationproposed assignee, criminal judgmentssubtenant, sanctions, consent decrees or similar actions by the SEC user or other governmental or quasi-governmental authorities; transferee (d) the terms of the Transfer prohibit the Transferee from exercising (or occupying space leased by Tenant pursuant to Tenant’s exercise of) any right to extend, renew or cancel this Lease or any part thereof or lease additional space in the Project; (e) Landlord’s Mortgagees consent (if their consent is requiredeach a “Transferee”); (fii) there will be no more than an aggregate of two (2) subleases the nature of the business proposed to be carried on in the Premises; (iii) a current balance sheet, (g) income statements for the subtenant uses last two years and such other reasonable financial and other information concerning the Premises for an office use consistent with an office use for a Class A office building proposed Transferee as Landlord may request; and (hiv) neither Tenant nor any brokera copy of the proposed assignment, agent sublease or other representative retained by tenant shall have publicly advertised the availability of the Premises without prior notice to and approval by Landlord (which approval shall be with respect to the advertisement itself as opposed to the right to advertise), nor shall any public advertisement state agreement governing the proposed rental, but nothing contained herein Transfer. Within ten (10) Business Days after Landlord receives all such information it shall be deemed notify Tenant whether it approves or disapproves such Transfer or if it elects to prohibit Tenant, without proceed under Section 14.7 - Landlord’s reasonable consent or approval, from listing with brokers the availability of the Premises for sublet or assignment at any rental rate, and broker’s fliers or listings and Tenant’s marketing materials shall not be deemed Right to constitute public advertisements. These conditions are not exclusive and Landlord may reasonably consider other factors deemed to be relevant in determining if Landlord should grant or reasonably withhold its consentSpace. (b) If Tenant proposes The parties hereto agree and acknowledge that, among other circumstances for which Landlord could reasonably withhold consent to assign or sublease or otherwise Transfer all or a proposed Transfer, it shall be reasonable for Landlord to withhold consent where (i) the proposed Transferee does not intend itself to occupy the entire portion of the Premises assigned or sublet, (except ii) Landlord reasonably disapproves of the Transferee’s business operating ability or history, reputation or creditworthiness or the character of the business to be conducted by the Transferee at the Premises, (iii) the Transferee is a valid assignee governmental agency or sublessee pursuant unit, (iv) the Transferee is an existing tenant in the Building (or another building owned or controlled by Landlord or an affiliate of Landlord; such other buildings and the Building are hereinafter collectively referred to in this Section 14 as the “Project”) or a party with whom Landlord has negotiated to lease space in the Project within the preceding six (6) months, (v) the proposed Transfer would violate any “exclusive” rights of any tenants in the Project, (vi) Tenant is in default under this Lease, (vii) such Transferee’s proposed use is not permitted without consent under Section 18.5(c))5 - Use and Compliance with Laws, (viii) such Transferee’s proposed use would increase the density of occupation in the Premises or use of the Building’s parking facilities, (ix) the Transfer would result in there being more than two (2) separate entities or businesses occupying the Premises, (x) the Transfer would constitute a sub-sublease, or (xi) Landlord will otherwise determines that the proposed Transfer would have the righteffect of decreasing the value of the Building or increasing the expenses associated with operating, but not maintaining and repairing the obligation, either to: consent or reasonably withhold consent under Section 18.3(a)Building. In addition to the options provided in the foregoing sentence, if the proposed transfer is an assignment of sublease of the entire Premises, the Landlord no event may construe the proposal as an Tenant publicly offer to Landlord on the same terms as with the proposed Transferee, which may be accepted by Landlord (although Landlord will always have the right to further sublease, assign or Transfer without Tenant’s review advertise all or approval); or terminate the Lease with respect to the space to be assigned, subleased or otherwise Transferred (which space may be reasonably reconfigured by Landlord at its sole cost and expense to obtain a discrete and architecturally complete space leaseable to others if less than all any portion of the Premises is involved), provided for assignment or sublease at a rental less than that in any case Landlord notifies Tenant in writing within the twenty-one (21) day period described in Section 18.2. If Landlord so elects to terminate, this Lease will terminate on the date specified then sought by Landlord for a direct lease (non-sublease) of comparable space in its notice the Building (but not prior to or the proposed transfer date) to Tenant as Project if such date were the expiration date of this Lease with respect to that space. The termination date specified by Landlord will be not less than thirty (30) days or more than ninety (90) days after the date of Landlord’s election notice. As of the termination date, Tenant no longer will have any liability for the rent and other obligations under the Lease for periods thereafter for that portion of the Premises, and Tenant’s parking rights (assigned and unassigned parking) will be proportionally reduced. At Landlord’s election, Tenant will execute an amendment of this Lease confirming the terms of such termination. If Landlord exercises its right to accept the offer or terminate all or a part of the Lease as set forth above, it will have the right to not lease the space or enter into a lease or other agreement for all or parts of the space from time to time with any other person(s), including, without limitation, Tenant’s proposed Transferee, on terms acceptable to Landlord in its sole and arbitrary discretion, and notwithstanding anything to the contrary, Tenant will have no right or interest in any rent or other consideration payable under those leases or other agreements. Landlord’s right to recapture under this subsection 18.3(b) shall not apply to permitted transfers under Section 18.5(c) below or transfers which would have otherwise been permitted under Section 18.5(c), except the Transferee failed the net worth, credit rating and financial capability test under said subsection (cBuilding is fully leased).

Reasonable Consent. (a) Except as specifically set forth Prior to any proposed Transfer, Tenant shall submit in Section 18.3(bwriting to Landlord (i) below or elsewhere in this Article, Landlord will not unreasonably withhold or delay its consent to sublease or an assignment by Tenant. Tenant agrees that Landlord’s withholding of consent to a proposed sublease or assignment will be deemed reasonable if Tenant is in monetary default or in default of other terms after any applicable notice the name and cure periods, or if any legal composition of the following conditions are not SATISFIED: (a) the sublease or assignment complies with this Article and the rest of this Leaseproposed assignee, the subtenant or assignee will use the Premises only for the uses permitted in Section 1.1 (k) and otherwise in accordance with this Leasesubtenant, its use will not increase the risk of possible contamination by Hazardous Materials in Landlord’s reasonable judgment, and the business and reputation of the subtenant or assignee are consistent with the other tenancies and standards of the Project in Landlord’s reasonable judgment; (b) the subtenant or assignee is not a governmental or quasi-governmental entity nor is it a person with diplomatic immunity; (c) the subtenant or assignee is stable and creditworthy and has the independent financial ability to perform its obligations as sublessee or assignee without undue financial burden in Landlord’s reasonable judgment and neither it nor its predecessors in interest has had a receiver appointed to manage its affairs or in connection with any of its assets or been subject to a bankruptcy or reorganization, criminal judgments, sanctions, consent decrees or similar actions by the SEC user or other governmental or quasi-governmental authorities; transferee (d) the terms of the Transfer prohibit the Transferee from exercising (or occupying space leased by Tenant pursuant to Tenant’s exercise of) any right to extend, renew or cancel this Lease or any part thereof or lease additional space in the Project; (e) Landlord’s Mortgagees consent (if their consent is requiredeach a "PROPOSED TRANSFEREE"); (fii) there will be no more than an aggregate of two (2) subleases the nature of the business proposed to be carried on in the Premises; (iii) a current balance sheet, (g) income statements for the subtenant uses last two years and such other reasonable financial and other information concerning the Premises for an office use consistent with an office use for a Class A office building Proposed Transferee as Landlord may request; and (hiv) neither Tenant nor any brokera copy of the proposed assignment, agent sublease or other representative retained by tenant shall have publicly advertised the availability of the Premises without prior notice to and approval by Landlord (which approval shall be with respect to the advertisement itself as opposed to the right to advertise), nor shall any public advertisement state agreement governing the proposed rental, but nothing contained herein Transfer. Within ten (10) Business Days after Landlord receives all such information it shall be deemed notify Tenant whether it approves or disapproves such Transfer or if it elects to prohibit Tenant, without proceed under Section 14.7 - Landlord’s reasonable consent or approval, from listing with brokers the availability of the Premises for sublet or assignment at any rental rate, and broker’s fliers or listings and Tenant’s marketing materials shall not be deemed 's Right to constitute public advertisements. These conditions are not exclusive and Landlord may reasonably consider other factors deemed to be relevant in determining if Landlord should grant or reasonably withhold its consentSpace. (b) If Tenant proposes acknowledges and agrees that, among other circumstances for which Landlord could reasonably withhold consent to assign or sublease or otherwise Transfer all or a proposed Transfer, it shall be reasonable for Landlord to withhold consent where (i) the Proposed Transferee does not intend itself to occupy the entire portion of the Premises assigned or sublet, (except ii) Landlord reasonably disapproves of the Proposed Transferee's business operating ability or history, reputation or creditworthiness or the character of the business to be conducted by the Proposed Transferee at the Premises, (iii) the Proposed Transferee is a valid assignee governmental agency or sublessee pursuant unit or an existing tenant in the Project, (iv) the proposed Transfer would violate any "exclusive" rights of any tenants in the Project, (v) Landlord or Landlord's agent has made any written proposals to a lease space in the Building to the Proposed Transferee or has received any written proposals to lease space in the Building from the Proposed Transferee or the Proposed Transferee's agent, at any time within the preceding six (6) months, or (vi) Landlord otherwise determines that the proposed Transfer permitted without consent under Section 18.5(c)), Landlord will would have the righteffect of decreasing the value of the Building or increasing the expenses associated with operating, but not maintaining and repairing the obligation, either to: consent or reasonably withhold consent under Section 18.3(a)Property. In addition to the options provided in the foregoing sentence, if the proposed transfer is an assignment of sublease no event may Tenant publicly offer or advertise all or any portion of the entire Premises, the Landlord may construe the proposal as an Premises for assignment or sublease without clearly stating in such offer to Landlord on the same terms as with the proposed Transferee, which may be accepted by Landlord (although Landlord will always have the right to further sublease, assign or Transfer without Tenant’s review advertisement that all or approval); or terminate the Lease with respect to the space to be assigned, subleased or otherwise Transferred (which space may be reasonably reconfigured by Landlord at its sole cost and expense to obtain a discrete and architecturally complete space leaseable to others if less than all such portion of the Premises is involved), provided that in any case Landlord notifies Tenant in writing within being offered as an assignment or sublease and not as a direct lease by the twenty-one (21) day period described in Section 18.2. If Landlord so elects to terminate, this Lease will terminate on the date specified by Landlord in its notice (but not prior to the proposed transfer date) to Tenant as if such date were the expiration date of this Lease with respect to that space. The termination date specified by Landlord will be not less than thirty (30) days or more than ninety (90) days after the date of Landlord’s election notice. As of the termination date, Tenant no longer will have any liability for the rent and other obligations under the Lease for periods thereafter for that portion of the Premises, and Tenant’s parking rights (assigned and unassigned parking) will be proportionally reduced. At Landlord’s election, Tenant will execute an amendment of this Lease confirming the terms of such termination. If Landlord exercises its right to accept the offer or terminate all or a part of the Lease as set forth above, it will have the right to not lease the space or enter into a lease or other agreement for all or parts of the space from time to time with any other person(s), including, without limitation, Tenant’s proposed Transferee, on terms acceptable to Landlord in its sole and arbitrary discretion, and notwithstanding anything to the contrary, Tenant will have no right or interest in any rent or other consideration payable under those leases or other agreements. Landlord’s right to recapture under this subsection 18.3(b) shall not apply to permitted transfers under Section 18.5(c) below or transfers which would have otherwise been permitted under Section 18.5(c), except the Transferee failed the net worth, credit rating and financial capability test under said subsection (c)...

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

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

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

Reasonable Consent. (a) Except as specifically otherwise set forth in this Section 18.3(b) below or elsewhere in this Article18, Landlord will not unreasonably withhold or delay its consent to sublease or an assignment or sublease by TenantTenant (and it will have at least fifteen (15) business days after delivery of the information required in Section 18.2), but Landlord may withhold its consent arbitrarily and in its sole discretion to any hypothecation, assignment for security purposes or other Transfer or to any requested assignment or sublease before Tenant has occupied and begun to conduct business in substantially all of the Premises, has confirmed in writing the correct Rent Commencement Dates and that it has accepted the Premises and Landlord’s Work in all respects, and Tenant has paid its first full month’s rent for the Premises. Tenant agrees that Landlord’s withholding of consent to a proposed sublease or assignment will be deemed reasonable if Tenant is in monetary default or in default any of the other terms after any applicable notice and cure periodsconditions of this Article have not been complied with, or if any of the following conditions are not SATISFIEDsatisfied: (a) the sublease or assignment complies with this Article and the rest Transfer does not violate any terms of this Lease, the subtenant or assignee will use the Premises only for the uses permitted in Section 1.1 (k1.1(i) and otherwise in accordance with this Lease, its Lease and such use will not increase the risk of possible contamination by Hazardous Materials hazardous substances in Landlord’s reasonable judgment, and the business and reputation of the subtenant or assignee are consistent with the other tenancies and standards of the Project in Landlord’s reasonable judgment; (b) the subtenant or assignee is not a governmental or quasi-governmental entity nor is it a person with diplomatic immunity; (c) the subtenant or assignee is stable as reputable and creditworthy as Tenant and has the independent financial ability to perform the obligations of Tenant under this Lease (if the Transferee is an assignee) or its obligations as sublessee or assignee under its sublease (if the Transferee is a sublessee) without undue financial burden in Landlord’s reasonable judgment judgment, and neither it nor its predecessors in interest is then subject to a bankruptcy or reorganization, or then has had a receiver appointed to manage its affairs or in connection with any of its assets assets, or has been subject to a bankruptcy or reorganization, material criminal judgments, sanctions, consent decrees or similar actions by the SEC or other governmental or quasi-governmental authorities; (c) the rent per square foot proposed to be payable by the Transferee is at least 85% of the rent then currently charged by Landlord for comparable space in the Project or under this Lease, whichever is greater; (d) the terms of if the Transfer is a sublease it must prohibit the Transferee and Tenant from exercising (or occupying space leased by Tenant pursuant to Tenant’s exercise of) any right to extend, renew or cancel this Lease or any part thereof or lease additional space in the Projector exercising similar rights under this Lease; (e) Landlord’s Mortgagees consent (if their consent is required); and (f) there will be no more than an aggregate of two three (23) subleases of the Premises, (g) the subtenant uses the Premises for an office use consistent with an office use for a Class A office building and (h) neither Tenant nor any broker, agent or other representative retained by tenant shall have publicly advertised the availability of the Premises without prior notice to and approval by Landlord (which approval shall be with respect to the advertisement itself as opposed to the right to advertise), nor shall any public advertisement state the proposed rental, but nothing contained herein shall be deemed to prohibit Tenant, without Landlord’s reasonable consent or approval, from listing with brokers the availability of the Premises for sublet or assignment at any rental rate, and broker’s fliers or listings and Tenant’s marketing materials shall not be deemed to constitute public advertisements. These conditions are not exclusive and Landlord may reasonably consider other factors reasonably deemed to be relevant in determining if Landlord should grant or reasonably withhold its consent. (b) If Tenant proposes to assign or sublease or otherwise Transfer all or a portion of the Premises (except to a valid assignee or sublessee pursuant to a Transfer permitted without consent under Section 18.5(c)), Landlord will have the right, but not the obligation, either to: consent or reasonably withhold consent under Section 18.3(a). In addition to the options provided in the foregoing sentence, if the proposed transfer is an assignment of sublease of the entire Premises, the Landlord may construe the proposal as an offer to Landlord on the same terms as with the proposed Transferee, which may be accepted by Landlord (although Landlord will always have the right to further sublease, assign or Transfer without Tenant’s review or approval); or terminate the Lease with respect to the space to be assigned, subleased or otherwise Transferred (which space may be reasonably reconfigured by Landlord at its sole cost and expense to obtain a discrete and architecturally complete space leaseable to others if less than all of the Premises is involved), provided that in any case Landlord notifies Tenant in writing within the twenty-one (21) day period described in Section 18.2. If Landlord so elects to terminate, this Lease will terminate on the date specified by Landlord in its notice (but not prior to the proposed transfer date) to Tenant as if such date were the expiration date of this Lease with respect to that space. The termination date specified by Landlord will be not less than thirty (30) days or more than ninety (90) days after the date of Landlord’s election notice. As of the termination date, Tenant no longer will have any liability for the rent and other obligations under the Lease for periods thereafter for that portion of the Premises, and Tenant’s parking rights (assigned and unassigned parking) will be proportionally reduced. At Landlord’s election, Tenant will execute an amendment of this Lease confirming the terms of such termination. If Landlord exercises its right to accept the offer or terminate all or a part of the Lease as set forth above, it will have the right to not lease the space or enter into a lease or other agreement for all or parts of the space from time to time with any other person(s), including, without limitation, Tenant’s proposed Transferee, on terms acceptable to Landlord in its sole and arbitrary discretion, and notwithstanding anything to the contrary, Tenant will have no right or interest in any rent or other consideration payable under those leases or other agreements. Landlord’s right to recapture under this subsection 18.3(b) shall not apply to permitted transfers under Section 18.5(c) below or transfers which would have otherwise been permitted under Section 18.5(c), except the Transferee failed the net worth, credit rating and financial capability test under said subsection (c).

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

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

Reasonable Consent. (a) Except as specifically set forth in Section 18.3(b) below or elsewhere in this ArticlePrior to any proposed Transfer, Landlord will not unreasonably withhold or delay its consent to sublease or an assignment by Tenant. Tenant agrees that Landlord’s withholding of consent to a proposed sublease or assignment will be deemed reasonable if Tenant is in monetary default or in default of other terms after any applicable notice and cure periods, or if any of the following conditions are not SATISFIED: (a) the sublease or assignment complies with this Article and the rest of this Lease, the subtenant or assignee will use the Premises only for the uses permitted in Section 1.1 (k) and otherwise in accordance with this Lease, its use will not increase the risk of possible contamination by Hazardous Materials in Landlord’s reasonable judgment, and the business and reputation of the subtenant or assignee are consistent with the other tenancies and standards of the Project in Landlord’s reasonable judgment; (b) the subtenant or assignee is not a governmental or quasi-governmental entity nor is it a person with diplomatic immunity; (c) the subtenant or assignee is stable and creditworthy and has the independent financial ability to perform its obligations as sublessee or assignee without undue financial burden in Landlord’s reasonable judgment and neither it nor its predecessors in interest has had a receiver appointed to manage its affairs or in connection with any of its assets or been subject to a bankruptcy or reorganization, criminal judgments, sanctions, consent decrees or similar actions by the SEC or other governmental or quasi-governmental authorities; (d) the terms of the Transfer prohibit the Transferee from exercising (or occupying space leased by Tenant pursuant to Tenant’s exercise of) any right to extend, renew or cancel this Lease or any part thereof or lease additional space in the Project; (e) Landlord’s Mortgagees consent (if their consent is required); (f) there will be no more than an aggregate of two (2) subleases of the Premises, (g) the subtenant uses the Premises for an office use consistent with an office use for a Class A office building and (h) neither Tenant nor any broker, agent or other representative retained by tenant shall have publicly advertised the availability of the Premises without prior notice to and approval by Landlord (which approval shall be with respect to the advertisement itself as opposed to the right to advertise), nor shall any public advertisement state the proposed rental, but nothing contained herein shall be deemed to prohibit Tenant, without Landlord’s reasonable consent or approval, from listing with brokers the availability of the Premises for sublet or assignment at any rental rate, and broker’s fliers or listings and Tenant’s marketing materials shall not be deemed to constitute public advertisements. These conditions are not exclusive and Landlord may reasonably consider other factors deemed to be relevant in determining if Landlord should grant or reasonably withhold its consent. (b) If Tenant proposes to assign or sublease or otherwise Transfer all or a portion of the Premises (except to a valid assignee or sublessee pursuant to a Transfer permitted without consent under Section 18.5(c)), Landlord will have the right, but not the obligation, either to: consent or reasonably withhold consent under Section 18.3(a). In addition to the options provided in the foregoing sentence, if the proposed transfer is an assignment of sublease of the entire Premises, the Landlord may construe the proposal as an offer to Landlord on the same terms as with the proposed Transferee, which may be accepted by Landlord (although Landlord will always have the right to further sublease, assign or Transfer without Tenant’s review or approval); or terminate the Lease with respect to the space to be assigned, subleased or otherwise Transferred (which space may be reasonably reconfigured by Landlord at its sole cost and expense to obtain a discrete and architecturally complete space leaseable to others if less than all of the Premises is involved), provided that in any case Landlord notifies Tenant submit in writing within the twenty-one (21) day period described in Section 18.2. If Landlord so elects to terminateLandlord, this Lease will terminate on the date specified by Landlord in its notice (but not prior to the proposed transfer date) to Tenant as if such date were the expiration date of this Lease with respect to that space. The termination date specified by Landlord will be not less than thirty (30) days or more than ninety (90) days after prior to the proposed effective date of Landlord’s election notice. As the Transfer, (i) the name and legal composition of the termination dateproposed assignee, Tenant no longer will have any liability subtenant, user or other transferee (each a “Proposed Transferee”); (ii) the nature of the business proposed to be carried on in the Premises; (iii) a current balance sheet, income statements for the rent last two years (or, if the Proposed Transferee has been in business for less than two years, for such lesser period of time as the Proposed Transferee has been in business) and such other reasonable financial and other obligations information concerning the Proposed Transferee as Landlord may request; and (iv) a copy of the proposed assignment, sublease or other agreement governing the proposed Transfer. Within fifteen (15) Business Days after Landlord receives all such information it shall notify Tenant whether it approves or disapproves such Transfer or if it elects to proceed under Paragraph 14.7. (b) Tenant acknowledges and agrees that, among other circumstances for which Landlord could reasonably withhold consent to a proposed Transfer, it shall be reasonable for Landlord to withhold consent where (i) the Lease for periods thereafter for that Proposed Transferee does not intend itself to occupy the entire portion of the Premises assigned or sublet, (ii) Landlord reasonably disapproves of the Proposed Transferee’s business operating ability or history, reputation or creditworthiness or the character of the business to be conducted by the Proposed Transferee at the Premises, and Tenant’s parking rights (ii) the Proposed Transferee intends to use the Premises assigned and unassigned parkingor sublet for purposes other than the permitted use set forth in Paragraph 5.1, (iii) will be proportionally reduced. At the Proposed Transferee is a governmental agency, (iv) at the time Tenant requests Landlord’s election, consent Tenant will execute an amendment of is in default under this Lease confirming beyond any applicable notice or cure period, or (v) Landlord determines that the terms proposed Transfer would have the effect of such termination. If Landlord exercises its right to accept decreasing the offer or terminate all or a part value of the Lease as set forth above, it will have Building or increasing the right to not lease expenses payable by Landlord for maintaining and repairing the space or enter into a lease or other agreement for all or parts portions of the space from time to time with any other person(s), including, without limitation, Tenant’s proposed Transferee, on terms acceptable to Property Landlord in its sole maintains and arbitrary discretion, and notwithstanding anything to the contrary, Tenant will have no right or interest in any rent or other consideration payable repairs under those leases or other agreements. this Lease at Landlord’s right to recapture under this subsection 18.3(b) shall not apply to permitted transfers under Section 18.5(c) below or transfers which would have otherwise been permitted under Section 18.5(c), except the Transferee failed the net worth, credit rating and financial capability test under said subsection (c)expense.

Reasonable Consent. (a) Except as specifically otherwise set forth in this Section 18.3(b) below or elsewhere in this Article18, Landlord will not unreasonably withhold or delay its consent to sublease or an assignment or sublease by TenantTenant (and it will have at least fifteen (15) business days after delivery of the information required in Section 18.2), but Landlord may withhold its consent arbitrarily and in its sole discretion to any hypothecation, assignment for security purposes or other Transfer or to any requested assignment or sublease before Tenant has occupied and begun to conduct business in substantially all of the Premises, has confirmed in writing the correct Rent Commencement Dates and that it has accepted the Premises and Landlord’s Work in all respects, and Tenant has paid its first full month’s rent for the Premises. Tenant agrees that Landlord’s withholding of consent to a proposed sublease or assignment will be deemed reasonable if Tenant is in monetary default or in default any of the other terms after any applicable notice and cure periodsconditions of this Article have not been complied with, or if any of the following conditions are not SATISFIEDsatisfied: (a) the sublease or assignment complies with this Article and the rest Transfer does not violate any terms of this Lease, the subtenant or assignee will use the Premises only for the uses permitted in Section 1.1 (k1.1(i) and otherwise in accordance with this Lease, its Lease and such use will not increase the risk of possible contamination by Hazardous Materials in Landlord’s reasonable judgment, and the business and reputation of the subtenant or assignee are consistent with the other tenancies and standards of the Project hazardous substances in Landlord’s reasonable judgment; (b) the subtenant or assignee is not a governmental or quasi-governmental entity nor is it a person with diplomatic immunity; (c) the subtenant or assignee is stable as reputable and creditworthy as Tenant and has the independent financial ability to perform the obligations of Tenant under this Lease (if the Transferee is an assignee) or its obligations as sublessee or assignee under its sublease (if the Transferee is a sublessee) without undue financial burden in Landlord’s reasonable judgment judgment, and neither it nor its predecessors in interest is then subject to a bankruptcy or reorganization, or then has had a receiver appointed to manage its affairs or in connection with any of its assets assets, or has been subject to a bankruptcy or reorganization, material criminal judgments, sanctions, consent decrees or similar actions by the SEC or other governmental or quasi-governmental authorities; (c) the rent per square foot proposed to be payable by the Transferee is at least 85% of the rent then currently charged by Landlord for comparable space in the Project or under this Lease, whichever is greater; (d) the terms of if the Transfer is a sublease it must prohibit the Transferee and Tenant from exercising (or occupying space leased by Tenant pursuant to Tenant’s exercise of) any right to extend, renew or cancel this Lease or any part thereof or lease additional space in the Projector exercising similar rights under this Lease; (e) Landlord’s Mortgagees consent (if their consent is required); and (f) there will be no more than an aggregate of two (2) subleases of the Premises, (g) the subtenant uses the Premises for an office use consistent with an office use for a Class A office building and (h) neither Tenant nor any broker, agent or other representative retained by tenant shall have publicly advertised the availability one sublease of the Premises without prior notice to and approval by Landlord (which approval shall such sublease will be with respect to for the advertisement itself as opposed to the right to advertise), nor shall any public advertisement state the proposed rental, but nothing contained herein shall be deemed to prohibit Tenant, without Landlord’s reasonable consent or approval, from listing with brokers the availability of the Premises for sublet or assignment at any rental rate, and broker’s fliers or listings and Tenant’s marketing materials shall not be deemed to constitute public advertisementsentire Premises. These conditions are not exclusive and Landlord may reasonably consider other factors reasonably deemed to be relevant in determining if Landlord should grant or reasonably withhold its consent. (b) If Tenant proposes to assign or sublease or otherwise Transfer all or a portion of the Premises (except to a valid assignee or sublessee pursuant to a Transfer permitted without consent under Section 18.5(c)), Landlord will have the right, but not the obligation, either to: consent or reasonably withhold consent under Section 18.3(a). In addition to the options provided in the foregoing sentence, if the proposed transfer is an assignment of sublease of the entire Premises, the Landlord may construe the proposal as an offer to Landlord on the same terms as with the proposed Transferee, which may be accepted by Landlord (although Landlord will always have the right to further sublease, assign or Transfer without Tenant’s review or approval); or terminate the Lease with respect to the space to be assigned, subleased or otherwise Transferred (which space may be reasonably reconfigured by Landlord at its sole cost and expense to obtain a discrete and architecturally complete space leaseable to others if less than all of the Premises is involved), provided that in any case Landlord notifies Tenant in writing within the twenty-one (21) day period described in Section 18.2. If Landlord so elects to terminate, this Lease will terminate on the date specified by Landlord in its notice (but not prior to the proposed transfer date) to Tenant as if such date were the expiration date of this Lease with respect to that space. The termination date specified by Landlord will be not less than thirty (30) days or more than ninety (90) days after the date of Landlord’s election notice. As of the termination date, Tenant no longer will have any liability for the rent and other obligations under the Lease for periods thereafter for that portion of the Premises, and Tenant’s parking rights (assigned and unassigned parking) will be proportionally reduced. At Landlord’s election, Tenant will execute an amendment of this Lease confirming the terms of such termination. If Landlord exercises its right to accept the offer or terminate all or a part of the Lease as set forth above, it will have the right to not lease the space or enter into a lease or other agreement for all or parts of the space from time to time with any other person(s), including, without limitation, Tenant’s proposed Transferee, on terms acceptable to Landlord in its sole and arbitrary discretion, and notwithstanding anything to the contrary, Tenant will have no right or interest in any rent or other consideration payable under those leases or other agreements. Landlord’s right to recapture under this subsection 18.3(b) shall not apply to permitted transfers under Section 18.5(c) below or transfers which would have otherwise been permitted under Section 18.5(c), except the Transferee failed the net worth, credit rating and financial capability test under said subsection (c).

Reasonable Consent. (a) Except If Landlord does not elect to recapture the Premises as specifically set forth provided in Section 18.3(b) below or elsewhere in the Recapture section of this Articlearticle, Landlord will shall not unreasonably withhold or delay its consent to sublease a proposed transfer. If Landlord fails to recapture, withhold consent, or an assignment by grant consent within 15 Business Days from submission of Tenant. Tenant agrees that 's request for Landlord’s withholding of 's consent to a proposed specific transfer, Tenant may give to Landlord a notice of such failure which shall contain a legend in not less than 14 point font bold upper case letters as follows: “FAILURE TO APPROVE OR DISAPPROVE THE PROPOSED [ASSIGNMENT/SUBLEASE] WITHIN FIVE BUSINESS DAYS SHALL RESULT IN LANDLORD’S DEEMED APPROVAL OF SUCH [ASSIGNMENT/SUBLEASE],” and, if Landlord shall fail to recapture, withhold consent, or grant consent within such five Business Day period, Landlord shall be deemed to have consented to the assignment or sublease or assignment will in question. It shall be deemed reasonable if Tenant is in monetary default or in default of other terms after for Landlord to withhold consent to any applicable notice and cure periods, or proposed transfer if any of the following conditions are have not SATISFIED: (a) been established to Landlord's reasonable satisfaction: 6.4.1 The proposed transferee has sufficient financial wherewithal to discharge its obligations under this Lease as determined by Landlord's criteria for selecting Project tenants. 6.4.2 The use, nature, business, activities, or reputation in the sublease or assignment complies with this Article and business community of the rest of this Lease, the subtenant or assignee will use the Premises only for the uses permitted in Section 1.1 (k) and otherwise in accordance with this Lease, its use proposed transferee will not increase cause physical harm to the risk of possible contamination by Hazardous Materials in Landlord’s reasonable judgment, and Project or harm to the business and reputation of the subtenant or assignee are consistent with the other tenancies and standards Project that would result in an impairment of Landlord's ability to lease space in the Project or a diminution in Landlord’s reasonable judgment; (b) the subtenant or assignee is not a governmental or quasi-governmental entity nor is it a person with diplomatic immunity; (c) the subtenant or assignee is stable and creditworthy and has the independent financial ability to perform its obligations as sublessee or assignee without undue financial burden in Landlord’s reasonable judgment and neither it nor its predecessors in interest has had a receiver appointed to manage its affairs or in connection with any rental value of its assets or been subject to a bankruptcy or reorganization, criminal judgments, sanctions, consent decrees or similar actions by the SEC or other governmental or quasi-governmental authorities; (d) the terms of the Transfer prohibit the Transferee from exercising (or occupying space leased by Tenant pursuant to Tenant’s exercise of) any right to extend, renew or cancel this Lease or any part thereof or lease additional space in the Project; (e) Landlord’s Mortgagees consent (if their consent is required); (f) there will be no more than an aggregate of two (2) subleases of the Premises, (g) the subtenant uses the Premises for an office . 6.4.3 The proposed use consistent with an office use for a Class A office building and (h) neither Tenant nor any broker, agent or other representative retained by tenant shall have publicly advertised the availability of the Premises without prior notice by the proposed transferee will be the Permitted Use and not prohibited by the Rules and Regulations, and will not violate any restrictive covenants or exclusive use provisions applicable to and approval by Landlord (which approval shall be with respect to Landlord, cause a violation of another lease for space in the advertisement itself as opposed to Project, or give an occupant of the Project a right to advertise)cancel its lease. 6.4.4 The proposed transferee shall not be any person or entity who shall at that time be a tenant, nor shall subtenant, or other occupant of any public advertisement state part of the Project, or an affiliate of any of them, or who dealt with Landlord or Landlord's agent (directly or through a broker) as to space in the Project during the six months immediately preceding Tenant's request for Landlord's consent, and provided that Landlord has available space to accommodate the proposed rental, but nothing contained herein shall transferee's requirement. 6.4.5 Landlord has space available for leasing in the Project that is competitive with the space proposed to be deemed to prohibit Tenant, without Landlord’s reasonable consent or approval, from listing with brokers the availability transferred. 6.4.6 The proposed use of the Premises for sublet by the proposed transferee will not require alterations or assignment at any rental rate, additions to the Premises or the Project to comply with applicable law or governmental requirements and broker’s fliers will not negatively affect insurance requirements or listings and Tenant’s marketing involve the introduction of materials shall not be deemed to constitute public advertisements. These conditions the Premises that are not exclusive and Landlord may reasonably consider other factors deemed to be relevant in determining if Landlord should grant or reasonably withhold its consentcompliance with applicable environmental laws. (b) If Tenant proposes to assign or sublease or otherwise Transfer all or a portion 6.4.7 Any mortgagee of the Premises (except to a valid assignee or sublessee pursuant to a Transfer permitted without Project will consent under Section 18.5(c)), Landlord will have the right, but not the obligation, either to: consent or reasonably withhold consent under Section 18.3(a). In addition to the options provided in the foregoing sentence, if the proposed transfer is an assignment of sublease of the entire Premises, the Landlord may construe the proposal as an offer to Landlord on the same terms as with the proposed Transferee, which may be accepted by Landlord (although Landlord will always have the right to further sublease, assign or Transfer without Tenant’s review or approval); or terminate the Lease with respect to the space to be assigned, subleased or otherwise Transferred (which space may be reasonably reconfigured by Landlord at its sole cost and expense to obtain a discrete and architecturally complete space leaseable to others if less than all of the Premises is involved), provided that in any case Landlord notifies Tenant in writing within the twenty-one (21) day period described in Section 18.2. If Landlord so elects to terminate, this Lease will terminate on the date specified by Landlord in its notice (but not prior to the proposed transfer date) to Tenant as if such date were consent is required under the expiration date relevant loan documents. 6.4.8 The proposed use of the Premises will not materially increase the Operating Costs for the Project or the burden on Project services, or generate excessive foot traffic, elevator usage, Parking Area usage, or security concerns in the Project, or compromise or reduce the comfort or safety, or both, of Landlord and the other occupants of the Project, or be incompatible with Landlord’s Sustainability Guidelines. 6.4.9 The proposed transferee shall not be, and shall not be affiliated with, anyone with whom Landlord or any of its affiliates or mortgagees has been involved with in litigation or who has defaulted under any agreement with Landlord or any of its affiliates. 6.4.10 There shall be no default by Tenant, beyond any applicable grace period, under any of the terms, covenants, and conditions of this Lease with respect at the time that ▇▇▇▇▇▇▇▇'s consent to that space. The termination a transfer is requested and on the date specified by Landlord of the commencement of the term of the proposed transfer. 6.4.11 Any Guarantor will be not less than thirty (30) days or more than ninety (90) days consent to the transfer and execute a written agreement reaffirming the Guaranty. 6.4.12 If the transfer is an assignment, the proposed assignee will assume in writing all of the obligations of Tenant under this Lease accruing from and after the date of Landlord’s election noticetransfer. As Tenant acknowledges that the foregoing is not intended to be an exclusive list of the termination date, Tenant no longer will have any liability reasons for the rent and other obligations under the Lease for periods thereafter for that portion of the Premises, and Tenant’s parking rights (assigned and unassigned parking) will be proportionally reduced. At Landlord’s election, Tenant will execute an amendment of this Lease confirming the terms of such termination. If which Landlord exercises may reasonably withhold its right consent to accept the offer or terminate all or a part of the Lease as set forth above, it will have the right to not lease the space or enter into a lease or other agreement for all or parts of the space from time to time with any other person(s), including, without limitation, Tenant’s proposed Transferee, on terms acceptable to Landlord in its sole and arbitrary discretion, and notwithstanding anything to the contrary, Tenant will have no right or interest in any rent or other consideration payable under those leases or other agreements. Landlord’s right to recapture under this subsection 18.3(b) shall not apply to permitted transfers under Section 18.5(c) below or transfers which would have otherwise been permitted under Section 18.5(c), except the Transferee failed the net worth, credit rating and financial capability test under said subsection (c)transfer.

Reasonable Consent. (a) Except as specifically set forth in Section 18.3(b) below or elsewhere in this Article, Landlord will agrees not to unreasonably withhold or delay its consent to sublease or an assignment by Tenant. Tenant agrees any alterations; provided, however, that Landlord’s withholding of consent to a proposed sublease or assignment will be deemed reasonable if Tenant is in monetary default or in default of other terms after any applicable notice and cure periods, or if any of the following conditions are not SATISFIED: (a) the sublease or assignment complies with this Article and the rest of this Lease, the subtenant or assignee will use the Premises only for the uses permitted in Section 1.1 (k) and otherwise in accordance with this Lease, its use will not increase the risk of possible contamination by Hazardous Materials in Landlord’s reasonable judgment, and the business and reputation of the subtenant or assignee are consistent with the other tenancies and standards of the Project in Landlord’s reasonable judgment; (b) the subtenant or assignee is not a governmental or quasi-governmental entity nor is it a person with diplomatic immunity; (c) the subtenant or assignee is stable and creditworthy and has the independent financial ability to perform its obligations as sublessee or assignee without undue financial burden in Landlord’s reasonable judgment and neither it nor its predecessors in interest has had a receiver appointed to manage its affairs or in connection with any of its assets or been subject to a bankruptcy or reorganization, criminal judgments, sanctions, consent decrees or similar actions by the SEC or other governmental or quasi-governmental authorities; (d) the terms of the Transfer prohibit the Transferee from exercising (or occupying space leased by Tenant pursuant to Tenant’s exercise of) any right to extend, renew or cancel this Lease or any part thereof or lease additional space in the Project; (e) Landlord’s Mortgagees consent (if their consent is required); (f) there will be no more than an aggregate of two (2) subleases of the Premises, (g) the subtenant uses the Premises for an office use consistent with an office use for a Class A office building and (h) neither Tenant nor any broker, agent or other representative retained by tenant shall have publicly advertised the availability of the Premises without prior notice to and approval by Landlord (which approval shall be with respect to the advertisement itself as opposed to the right to advertise), nor shall any public advertisement state the proposed rental, but nothing contained herein shall be deemed to prohibit Tenant, without Landlord’s reasonable consent or approval, from listing with brokers the availability of the Premises for sublet or assignment at any rental rate, and broker’s fliers or listings and Tenant’s marketing materials shall not be deemed to constitute have acted unreasonably if it withholds its consent because, in Landlord’s reasonable opinion, the work: would adversely affect Building systems, the structure of the Building or the safety of its occupants; would increase Landlord’s cost of repairs, insurance or furnishing services or otherwise adversely affect Landlord’s ability to efficiently operate the Building or furnish services to Tenant or other tenants; involves toxic or hazardous materials in any unlawful manner; or requires entry into another tenant’s premises or use of public advertisementsareas (other than use of public areas for movement of materials to the Premises). These conditions are The foregoing reasons, however, shall not be exclusive and of the reasons for which Landlord may reasonably consider withhold consent, whether or not any other factors deemed reasons are similar or dissimilar to be relevant in determining the foregoing. In addition, if Landlord should grant Tenant requests Landlord’s approval of any plans and specifications for alterations or reasonably withhold its consent. (b) If Tenant proposes to assign or sublease or otherwise Transfer all or a portion of any of the Premises (except to a valid assignee or sublessee pursuant to a Transfer permitted without consent under Section 18.5(c)), Landlord will have the right, but not the obligation, either to: consent or reasonably withhold consent under Section 18.3(a). In addition to the options provided in the foregoing sentence, if the proposed transfer is an assignment of sublease of the entire Premises, the Landlord may construe the proposal as an offer to Landlord on the same terms as with the proposed Transferee, which may be accepted by Landlord (although Landlord will always have the right to further sublease, assign or Transfer without Tenant’s review or approval); or terminate the Lease with respect to the space to be assigned, subleased or otherwise Transferred (which space may be reasonably reconfigured by Landlord at its sole cost and expense to obtain a discrete and architecturally complete space leaseable to others if less than all of the Premises is involved), provided that in any case Landlord notifies Tenant in writing within the twenty-one (21) day period other items described in Section 18.212.A, Landlord shall have fifteen (15) days following receipt of Tenant’s request for approval of each of such items to notify Tenant of Landlord’s approval or disapproval. If Landlord so elects fails to terminaterespond to Tenant within the fifteen (15) day period, this Lease will terminate Tenant shall deliver a second notice to Landlord, stating in bold type on the date specified by first page thereof “URGENT - DELAY NOTICE,” which notice shall specify the matter or item for which Tenant is seeking approval and shall state that if Landlord in its notice fails to respond within three (but not prior to 3) business days following receipt of the proposed transfer date) to Tenant as if notice, such date were the expiration date of this Lease with respect to that space. The termination date specified by Landlord matter or item will be not less than thirty (30) days or more than ninety (90) days after the date of deemed approved by Landlord’s election notice. As of the termination date, Tenant no longer will have any liability for the rent and other obligations under the Lease for periods thereafter for that portion of the Premises, and Tenant’s parking rights (assigned and unassigned parking) will be proportionally reduced. At Landlord’s election, Tenant will execute an amendment of this Lease confirming the terms of such termination. If Landlord exercises its right fails to accept the offer or terminate all or a part of the Lease as set forth above, it will have the right to not lease the space or enter into a lease or other agreement for all or parts of the space from time to time with any other person(s), including, without limitation, Tenant’s proposed Transferee, on terms acceptable to Landlord in its sole and arbitrary discretion, and notwithstanding anything respond to the contrarysecond notice within three (3) business days following receipt, Tenant will have no right or interest in any rent or other consideration payable under those leases or other agreements. Landlord’s right to recapture under this subsection 18.3(b) the matters for which approval has been sought shall not apply to permitted transfers under Section 18.5(c) below or transfers which would have otherwise been permitted under Section 18.5(c), except the Transferee failed the net worth, credit rating and financial capability test under said subsection (c)be deemed approved.

Reasonable Consent. (a) Except as specifically set forth Prior to any proposed Transfer, Tenant shall submit in Section 18.3(bwriting to Landlord (i) below or elsewhere in this Article, Landlord will not unreasonably withhold or delay its consent to sublease or an assignment by Tenant. Tenant agrees that Landlord’s withholding of consent to a proposed sublease or assignment will be deemed reasonable if Tenant is in monetary default or in default of other terms after any applicable notice the name and cure periods, or if any legal composition of the following conditions are not SATISFIED: (a) the sublease or assignment complies with this Article and the rest of this Leaseproposed assignee, the subtenant or assignee will use the Premises only for the uses permitted in Section 1.1 (k) and otherwise in accordance with this Leasesubtenant, its use will not increase the risk of possible contamination by Hazardous Materials in Landlord’s reasonable judgment, and the business and reputation of the subtenant or assignee are consistent with the other tenancies and standards of the Project in Landlord’s reasonable judgment; (b) the subtenant or assignee is not a governmental or quasi-governmental entity nor is it a person with diplomatic immunity; (c) the subtenant or assignee is stable and creditworthy and has the independent financial ability to perform its obligations as sublessee or assignee without undue financial burden in Landlord’s reasonable judgment and neither it nor its predecessors in interest has had a receiver appointed to manage its affairs or in connection with any of its assets or been subject to a bankruptcy or reorganization, criminal judgments, sanctions, consent decrees or similar actions by the SEC user or other governmental or quasi-governmental authorities; transferee (d) the terms of the Transfer prohibit the Transferee from exercising (or occupying space leased by Tenant pursuant to Tenant’s exercise of) any right to extend, renew or cancel this Lease or any part thereof or lease additional space in the Project; (e) Landlord’s Mortgagees consent (if their consent is requiredeach a "Proposed Transferee"); (fii) there will be no more than an aggregate of two (2) subleases the nature of the business proposed to be carried on in the Premises; (iii) a current balance sheet, (g) income statements for the subtenant uses last two years and such other reasonable financial and other information concerning the Premises for an office use consistent with an office use for a Class A office building Proposed Transferee as Landlord may request; and (hiv) neither Tenant nor any brokera copy of the proposed assignment, agent sublease or other representative retained by tenant shall have publicly advertised the availability of the Premises without prior notice to and approval by Landlord (which approval shall be with respect to the advertisement itself as opposed to the right to advertise), nor shall any public advertisement state agreement governing the proposed rental, but nothing contained herein Transfer. Within fifteen (15) Business Days after Landlord receives all such information it shall be deemed notify Tenant whether it approves or disapproves such Transfer or if it elects to prohibit Tenant, without proceed under Section 14.7 - Landlord’s reasonable consent or approval, from listing with brokers the availability of the Premises for sublet or assignment at any rental rate, and broker’s fliers or listings and Tenant’s marketing materials shall not be deemed 's Right to constitute public advertisements. These conditions are not exclusive and Landlord may reasonably consider other factors deemed to be relevant in determining if Landlord should grant or reasonably withhold its consentSpace. (b) If Tenant proposes acknowledges and agrees that, among other circumstances for which Landlord could reasonably withhold consent to assign or sublease or otherwise Transfer all or a proposed Transfer, it shall be reasonable for Landlord to withhold consent where (i) the Proposed Transferee does not intend itself to occupy the entire portion of the Premises assigned or sublet, (except ii) Landlord reasonably disapproves of the Proposed Transferee's business operating ability or history, reputation or creditworthiness or the nature or character of the business to be conducted by the Proposed Transferee at the Premises, (iii) the Proposed Transferee is a valid assignee governmental agency or sublessee pursuant to a Transfer permitted without consent under Section 18.5(c)), Landlord will have the right, but not the obligation, either to: consent unit or reasonably withhold consent under Section 18.3(a). In addition to the options provided an existing tenant in the foregoing sentenceProperty, if (iv) the proposed transfer is an assignment of sublease of the entire Premises, the Landlord may construe the proposal as an offer to Landlord on the same terms as with the proposed Transferee, which may be accepted by Landlord (although Landlord will always have the right to further sublease, assign or Transfer without Tenant’s review or approval); or terminate the Lease with respect to the space to be assigned, subleased or otherwise Transferred (which space may be reasonably reconfigured by Landlord at its sole cost and expense to obtain a discrete and architecturally complete space leaseable to others if less than all use of the Premises by the Proposed Transferee is involved), provided that in any case Landlord notifies Tenant in writing not included within the twenty-one uses permitted by Tenant under this Lease; (21v) day period described Tenant is in Section 18.2. If Landlord so elects to terminate, default of any obligation of Tenant under this Lease will terminate on the date specified by Landlord in its notice (but not prior to the proposed transfer date) to beyond any applicable cure period, or Tenant as if such date were the expiration date of has defaulted under this Lease with respect to that space. The termination date specified by Landlord will be not less than thirty on three (303) days or more than ninety (90) days after the date of Landlord’s election notice. As of the termination date, Tenant no longer will have occasions at any liability for the rent and other obligations under time during the Lease for periods thereafter for that portion of Term; (vi) the PremisesProposed Transferee intends to use, and Tenant’s parking rights (assigned and unassigned parking) will be proportionally reduced. At Landlord’s election, Tenant will execute an amendment of this Lease confirming the terms of such termination. If Landlord exercises its right to accept the offer store or terminate all or a part of the Lease as set forth above, it will have the right to not lease the space or enter into a lease or other agreement for all or parts of the space from time to time with any other person(s), including, without limitation, Tenant’s proposed Transferee, on terms acceptable to generate Hazardous Materials which Landlord in its sole and arbitrary discretiondiscretion determines may violate the terms of Section 5.6 hereof, and notwithstanding anything to or (vi) Landlord otherwise determines that the contrary, Tenant will have no right or interest in any rent or other consideration payable under those leases or other agreements. Landlord’s right to recapture under this subsection 18.3(b) shall not apply to permitted transfers under Section 18.5(c) below or transfers which proposed Transfer would have otherwise been permitted under Section 18.5(c)the effect of decreasing the value of the Property or increasing the expenses associated with operating, except maintaining and repairing the Transferee failed the net worth, credit rating and financial capability test under said subsection (c)Property.

Reasonable Consent. (a) Except as specifically set forth If Landlord does not elect either of the options provided in Section 18.3(b) below or elsewhere in the Recapture section of this Articlearticle, Landlord will shall not unreasonably withhold or delay its consent to sublease or an assignment by Tenanta proposed transfer. Tenant agrees that Landlord’s withholding of Landlord shall be deemed to have reasonably withheld its consent to a any proposed sublease or assignment will be deemed reasonable if Tenant is in monetary default or in default of other terms after any applicable notice and cure periods, or if any transfer unless all of the following conditions are not SATISFIED: (a) the sublease or assignment complies with have been established to Landlord’s reasonable satisfaction: 6.4.1 The proposed transferee has sufficient financial wherewithal to discharge its obligations under this Article Lease and the rest proposed agreement of transfer and as determined by Landlord’s criteria for selecting Building Project tenants and has a net worth, experience, and reputation that is not less than the net worth, experience, and reputation of Tenant on the Date of this Lease. 6.4.2 The proposed transfer shall not, the subtenant or assignee will use the Premises only for the uses permitted in Section 1.1 (k) and otherwise in accordance with this Lease, its use will not increase the risk of possible contamination by Hazardous Materials in Landlord’s reasonable judgment, and cause physical harm to the business and Building Project or harm to the reputation of the subtenant or assignee are consistent with the other tenancies and standards Building Project that would result in an impairment of the Project in Landlord’s reasonable judgment; (b) the subtenant or assignee is not a governmental or quasi-governmental entity nor is it a person with diplomatic immunity; (c) the subtenant or assignee is stable and creditworthy and has the independent financial ability to perform its obligations as sublessee or assignee without undue financial burden in Landlord’s reasonable judgment and neither it nor its predecessors in interest has had a receiver appointed to manage its affairs or in connection with any of its assets or been subject to a bankruptcy or reorganization, criminal judgments, sanctions, consent decrees or similar actions by the SEC or other governmental or quasi-governmental authorities; (d) the terms of the Transfer prohibit the Transferee from exercising (or occupying space leased by Tenant pursuant to Tenant’s exercise of) any right to extend, renew or cancel this Lease or any part thereof or lease additional space in the Building Project or a diminution in the rental value of space in the Building Project; (e) Landlord’s Mortgagees consent (if their consent is required); (f) there will be no more than an aggregate of two (2) subleases of the Premises, (g) the subtenant uses the Premises for an office . 6.4.3 The proposed use consistent with an office use for a Class A office building and (h) neither Tenant nor any broker, agent or other representative retained by tenant shall have publicly advertised the availability of the Premises without prior notice by the proposed transferee will be a use permitted under this Lease and not prohibited by the Rules and Regulations, and will not violate any restrictive covenants or exclusive use provisions applicable to and approval by Landlord. 6.4.4 The proposed transferee shall not be any person or entity who shall at that time be a tenant, subtenant, or other occupant of any part of the Building Project, or who dealt with Landlord or Landlord’s agent (which approval shall be with respect directly or through a broker) as to space in the Building Project during the six months immediately preceding Tenant’s request for Landlord’s consent. Notwithstanding the foregoing, Landlord will not withhold its consent solely because the proposed transferee is an occupant of the Building Project if Landlord does not have space available for lease in the Building Project that is comparable to the advertisement itself as opposed space Tenant desires to the right to advertise)transfer. For these purposes, nor shall any public advertisement state the proposed rental, but nothing contained herein Landlord shall be deemed to prohibit Tenanthave comparable space if it has space which will be available within six months of the date of the proposed transfer on any floor anywhere within the Building Project which is approximately the same size as the space Tenant proposes to transfer, without Landlord’s reasonable consent or approvalprovided that if the space that Tenant proposes to transfer is contiguous to the space already leased by the proposed transferee, from listing with brokers the availability Landlord shall be deemed not to have comparable space. 6.4.5 The proposed use of the Premises for sublet by the proposed transferee will not require alterations or assignment at any rental rate, additions to the Premises or the Building Project to comply with applicable law or governmental requirements and broker’s fliers will not negatively affect insurance requirements or listings and Tenant’s marketing involve the introduction of materials shall not be deemed to constitute public advertisements. These conditions the Premises that are not exclusive and Landlord may reasonably consider other factors deemed to be relevant in determining if Landlord should grant or reasonably withhold its consentcompliance with the Environmental Laws. (b) If Tenant proposes to assign or sublease or otherwise Transfer all or a portion 6.4.6 Any mortgagee of the Premises (except to a valid assignee or sublessee pursuant to a Transfer permitted without Building Project will consent under Section 18.5(c)), Landlord will have the right, but not the obligation, either to: consent or reasonably withhold consent under Section 18.3(a). In addition to the options provided in the foregoing sentence, if the proposed transfer is an assignment of sublease of the entire Premises, the Landlord may construe the proposal as an offer to Landlord on the same terms as with the proposed Transferee, which may be accepted by Landlord (although Landlord will always have the right to further sublease, assign or Transfer without Tenant’s review or approval); or terminate the Lease with respect to the space to be assigned, subleased or otherwise Transferred (which space may be reasonably reconfigured by Landlord at its sole cost and expense to obtain a discrete and architecturally complete space leaseable to others if less than all of the Premises is involved), provided that in any case Landlord notifies Tenant in writing within the twenty-one (21) day period described in Section 18.2. If Landlord so elects to terminate, this Lease will terminate on the date specified by Landlord in its notice (but not prior to the proposed transfer date) to Tenant as if such date were consent is required under the expiration date relevant loan documents. 6.4.7 The proposed use of the Premises will not increase the operating costs for the Building Project or the burden on the Building Project services, or generate additional foot traffic, elevator usage, Parking Area usage, or security concerns in the Building Project, or create an increased possibility that the comfort or safety, or both, of Landlord and the other occupants of the Building Project will be compromised or reduced. 6.4.8 The proposed transferee shall not be, and shall not be affiliated with, anyone with whom Landlord or any of its affiliates has been involved with in its litigation. 6.4.9 The proposed transfer will not cause a violation of another lease for space in the Building Project or give an occupant of the Building Project a right to cancel its lease. 6.4.10 There shall be no default by Tenant, beyond any applicable grace period, under any of the terms, covenants, and conditions of this Lease with respect at the time that Landlord’s consent to that space. The termination date specified by Landlord will be not less than thirty (30) days or more than ninety (90) days after a transfer is requested and on the date of Landlord’s election notice. As the commencement of the termination date, Tenant no longer will have any liability for the rent and other obligations under the Lease for periods thereafter for that portion term of the Premisesproposed transfer. 6.4.11 If the transfer is an assignment, and Tenant’s parking rights (assigned and unassigned parking) the proposed assignee will be proportionally reduced. At Landlord’s election, Tenant will execute an amendment of this Lease confirming the terms of such termination. If Landlord exercises its right to accept the offer or terminate assume in writing all or a part of the Lease as set forth above, it will have obligations of Tenant under this Lease. Tenant acknowledges that the right foregoing is not intended to not lease the space or enter into a lease or other agreement for all or parts be an exclusive list of the space from time reasons for which Landlord may reasonably withhold its consent to time with any other person(s), including, without limitation, Tenant’s a proposed Transferee, on terms acceptable to Landlord in its sole and arbitrary discretion, and notwithstanding anything to the contrary, Tenant will have no right or interest in any rent or other consideration payable under those leases or other agreements. Landlord’s right to recapture under this subsection 18.3(b) shall not apply to permitted transfers under Section 18.5(c) below or transfers which would have otherwise been permitted under Section 18.5(c), except the Transferee failed the net worth, credit rating and financial capability test under said subsection (c)transfer.

Reasonable Consent. (a) Except as specifically set forth Prior to any proposed Transfer, Tenant shall submit in Section 18.3(bwriting to Landlord (i) below or elsewhere in this Article, Landlord will not unreasonably withhold or delay its consent to sublease or an assignment by Tenant. Tenant agrees that Landlord’s withholding of consent to a proposed sublease or assignment will be deemed reasonable if Tenant is in monetary default or in default of other terms after any applicable notice the name and cure periods, or if any legal composition of the following conditions are not SATISFIED: (a) the sublease or assignment complies with this Article and the rest of this Leaseproposed assignee, the subtenant or assignee will use the Premises only for the uses permitted in Section 1.1 (k) and otherwise in accordance with this Leasesubtenant, its use will not increase the risk of possible contamination by Hazardous Materials in Landlord’s reasonable judgment, and the business and reputation of the subtenant or assignee are consistent with the other tenancies and standards of the Project in Landlord’s reasonable judgment; (b) the subtenant or assignee is not a governmental or quasi-governmental entity nor is it a person with diplomatic immunity; (c) the subtenant or assignee is stable and creditworthy and has the independent financial ability to perform its obligations as sublessee or assignee without undue financial burden in Landlord’s reasonable judgment and neither it nor its predecessors in interest has had a receiver appointed to manage its affairs or in connection with any of its assets or been subject to a bankruptcy or reorganization, criminal judgments, sanctions, consent decrees or similar actions by the SEC user or other governmental or quasi-governmental authorities; transferee (d) the terms of the Transfer prohibit the Transferee from exercising (or occupying space leased by Tenant pursuant to Tenant’s exercise of) any right to extend, renew or cancel this Lease or any part thereof or lease additional space in the Project; (e) Landlord’s Mortgagees consent (if their consent is requiredeach a "Proposed Transferee"); (fii) there will be no more than an aggregate of two (2) subleases the nature of the business proposed to be carried on in the Premises; (iii) a current balance sheet, (g) income statements for the subtenant uses last two years and such other reasonable financial and other information concerning the Premises for an office use consistent with an office use for a Class A office building Proposed Transferee as Landlord may request; and (hiv) neither Tenant nor any brokera copy of the proposed assignment, agent sublease or other representative retained by tenant shall have publicly advertised the availability of the Premises without prior notice to and approval by Landlord (which approval shall be with respect to the advertisement itself as opposed to the right to advertise), nor shall any public advertisement state agreement governing the proposed rental, but nothing contained herein Transfer. Within ten (10) Business Days after Landlord receives all such information it shall be deemed notify Tenant whether it approves or disapproves such Transfer or if it elects to prohibit Tenant, without proceed under Section 14.7 - Landlord’s reasonable consent or approval, from listing with brokers the availability of the Premises for sublet or assignment at any rental rate, and broker’s fliers or listings and Tenant’s marketing materials shall not be deemed 's Right to constitute public advertisements. These conditions are not exclusive and Landlord may reasonably consider other factors deemed to be relevant in determining if Landlord should grant or reasonably withhold its consentSpace. (b) If Tenant proposes acknowledges and agrees that, among other circumstances for which Landlord could reasonably withhold consent to assign or sublease or otherwise Transfer all or a proposed Transfer, it shall be reasonable for Landlord to withhold consent where (i) the Proposed Transferee does not intend itself to occupy the entire portion of the Premises assigned or sublet, (except ii) Landlord reasonably disapproves of the Proposed Transferee's business operating ability or history, reputation or creditworthiness or the character of the business to be conducted by the Proposed Transferee at the Premises, (iii) the Proposed Transferee is a valid assignee governmental agency or sublessee pursuant to a Transfer permitted without consent under Section 18.5(c))unit or an existing tenant in the Project, unless, in the case of an existing tenant, Landlord will does not have space available for lease containing the same or more square feet as is contained in the Premises to accommodate the existing tenant's expansion or renewal in the Project, as identified in writing by such existing tenant, (iv) the proposed Transfer would violate any "exclusive" rights of any tenants in the Project, (v) Landlord or Landlord's agent has shown space in the Building to the Proposed Transferee or submitted a written proposal in response to any inquiries from the Proposed Transferee or the Proposed Transferee's agent concerning availability of space in the Building, at any time within the preceding four months, or (vi) Landlord otherwise determines that the proposed Transfer would have the righteffect of decreasing the value of the Building or increasing the expenses associated with operating, but not maintaining and repairing the obligation, either to: consent or reasonably withhold consent under Section 18.3(a)Property. In addition to the options provided in the foregoing sentence, if the proposed transfer is an assignment of sublease of the entire Premises, the Landlord no event may construe the proposal as an Tenant publicly offer to Landlord on the same terms as with the proposed Transferee, which may be accepted by Landlord (although Landlord will always have the right to further sublease, assign or Transfer without Tenant’s review advertise all or approval); or terminate the Lease with respect to the space to be assigned, subleased or otherwise Transferred (which space may be reasonably reconfigured by Landlord at its sole cost and expense to obtain a discrete and architecturally complete space leaseable to others if less than all any portion of the Premises is involved), provided for assignment or sublease at a rental less than that in any case Landlord notifies Tenant in writing within the twenty-one (21) day period described in Section 18.2. If Landlord so elects to terminate, this Lease will terminate on the date specified then sought by Landlord for a direct lease (non-sublease) of comparable space in its notice (but not prior to the proposed transfer date) to Tenant as if such date were the expiration date of this Lease with respect to that space. The termination date specified by Landlord will be not less than thirty (30) days or more than ninety (90) days after the date of Landlord’s election notice. As of the termination date, Tenant no longer will have any liability for the rent and other obligations under the Lease for periods thereafter for that portion of the Premises, and Tenant’s parking rights (assigned and unassigned parking) will be proportionally reduced. At Landlord’s election, Tenant will execute an amendment of this Lease confirming the terms of such termination. If Landlord exercises its right to accept the offer or terminate all or a part of the Lease as set forth above, it will have the right to not lease the space or enter into a lease or other agreement for all or parts of the space from time to time with any other person(s), including, without limitation, Tenant’s proposed Transferee, on terms acceptable to Landlord in its sole and arbitrary discretion, and notwithstanding anything to the contrary, Tenant will have no right or interest in any rent or other consideration payable under those leases or other agreements. Landlord’s right to recapture under this subsection 18.3(b) shall not apply to permitted transfers under Section 18.5(c) below or transfers which would have otherwise been permitted under Section 18.5(c), except the Transferee failed the net worth, credit rating and financial capability test under said subsection (c)Project.