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.

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.

Reasonable Consent. Except for matters for which there is a standard of consent or approval or standard for taking, making or exercising a Discretionary Act (a) Except as defined below)that is specifically set forth in Section 18.3(bthis Lease, including the Tenant Work Letter and all other Exhibits hereto (which specific standard shall control): (i) below any time the consent or elsewhere approval of Landlord or Tenant is required under this Lease, such consent or approval shall not be unreasonably withheld, conditioned or delayed; and (ii) in the event this Lease grants Landlord or Tenant the right to take action, exercise discretion, establish or modify rules and regulations or make an allocation or other determination (each, a “Discretionary Act”), Landlord and Tenant shall act reasonably and in good faith. The foregoing shall not, however, limit any party’s rights or remedies in the event of a default by the other party under this Lease, nor apply to matters which (A) do not comply with applicable laws, or (B) could result in a Design Problem, in which case Landlord shall have the right to act and/or grant or deny consent in its sole and absolute discretion (but at all times in good faith) as to the matters described in items (A) and (B) hereinabove (unless a different standard for actions or consent pertaining to such matters is specifically set forth in this ArticleLease). Notwithstanding the foregoing or any other provisions contained in this Lease, Tenant shall not be required to obtain the consent of Landlord will not unreasonably withhold or delay for matters relating to the exercise by Tenant of its consent right to sublease or an assignment by Tenant. Tenant agrees that Landlord’s withholding of consent make repairs (which Landlord failed 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: (amake) the sublease or assignment complies with this Article and the rest pursuant to Section 7.2 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 provided that 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 act reasonably with respect to all such matters and otherwise comply with 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 provisions 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 consentSection 7.2 of this Lease.

Reasonable Consent. If Tenant intends to assign this Lease or sublet the Premises or any part thereof, Tenant shall give Landlord written notice of such intent (“Transfer Notice”). Tenant’s Transfer Notice shall be accompanied by a copy of the proposed assignment or sublease between Tenant and the proposed assignee or subtenant, together with current and three (3) years’ prior financial statements, if available, for the proposed assignee or subtenant, which financial statement shall be prepared in accordance with generally accepted accounting principles. Tenant shall provide Landlord with any additional information or documentation reasonably requested by Landlord within ten (10) Business Days after receiving Landlord’s request. Landlord shall then have a period of thirty (30) days following receipt of such additional information (or 30 days after 60447235.v9 receipt of Tenant’s Transfer Notice if no additional information is requested) within which to notify Tenant in writing that Landlord elects either (a) 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 Section 13.2 in which event Tenant will be relieved of all further obligations hereunder as to such space as of the date specified in Landlord’s notice terminating the Lease with respect to the relevant space, (b) to permit Tenant to assign this LeaseLease or sublet such space as described in the Transfer Notice, its subject, however, to prior written consent, which shall not be unreasonably withheld, conditioned or delayed to the proposed assignment or sublease or (c) deny Tenant’s request to assign this Lease or sublet such space. Among other factors upon which Landlord may reasonably withhold consent are the following: (i) the use will of the Premises by such proposed assignee or subtenant does not increase comply with applicable law or conflicts with any City of Alameda ordinance; (ii) the risk financial condition of possible contamination by Hazardous Materials the proposed assignee or subtenant is such that, in Landlord’s reasonable judgmentdetermination, 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 would be unable to perform its obligations as sublessee under the proposed sublease 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 assignment; 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; (diii) 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 portion of the Premises without prior notice proposed to be sublet is irregular in shape and/or does not permit safe or otherwise appropriate means of ingress and approval by Landlord (which approval shall be egress, or does not comply with respect to other Laws or regulations. For clarity, the advertisement itself as opposed to the right to advertise), nor shall any public advertisement state the proposed rental, but nothing contained herein Alameda City Council shall be deemed to prohibit Tenant, without Landlord’s reasonable consent have approved any such assignment or approval, from listing with brokers the availability transfer of this Lease or sublease of all or a portion of the Premises if approved by a vote of a simple majority of the council (e.g. in 2022 terms three affirmative votes) at a noticed public meeting of the Alameda City Council, unless otherwise required by law, including the City Charter. Xxxxxxxx agrees to use best efforts to place on the City Council agenda any request for sublet or assignment at any rental rate, and broker’s fliers or listings and approval by the Alameda City Council within sixty (60) days of receipt of the Tenant’s marketing materials request. In no event shall not the Alameda City Council’s approval 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 consentunreasonably withheld.

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.

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 detailed reasons in case of disapproval) of the plans and specifications or other factors submissions for any Alterations (other than those constituting Tenant’s Work, which shall instead be governed by Article 25) within ten (10) business days after their delivery to Landlord with Tenant’s express written request for Landlord’s approval thereof (and, as to any subsequent revised plans and specifications or other submissions submitted by Tenant to Landlord, within five (5) business days after their delivery to Landlord with Tenant’s express request for Landlord’s approval thereof). In 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 extent Tenant’s request for approval expressly stated thereon that failure to respond within such 10-business day (or 5-business day, as applicable) period shall be deemed to Landlord’s approval of such plans and specifications or other submissions, the plans and specifications or other submissions for such Alterations so submitted shall be relevant in determining if Landlord should grant or reasonably withhold its consentapproved by Landlord.

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.

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 to exercise its recapture rights in accordance with Section 13.2 in which event Tenant will be relieved of all further obligations hereunder as specifically set forth to such space as of the date specified in Section 18.3(bLandlord’s notice terminating the Lease with respect to the relevant space, (b) below to permit Tenant to assign this Lease or elsewhere sublet such space as described in this Articlethe Transfer Notice, Landlord will not unreasonably withhold or delay its subject, however, to prior written consent to the proposed assignment or sublease or an assignment by (c) deny Tenant’s request to assign this Lease or sublet such space. Tenant agrees that Landlord’s Among other factors upon which Landlord may base a 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 are the following: (i) the use of the following conditions are Premises by such proposed assignee or subtenant would not SATISFIED: be a Permitted Use; (aii) the sublease financial condition of the proposed assignee or assignment complies with this Article and the rest of this Leasesubtenant is such that, 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 judgmentdetermination, 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 would be unable to perform its obligations as sublessee under the proposed sublease 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 authoritiesassignment; (diii) 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 portion of the Premises without prior notice proposed to be sublet is irregular in shape and/or does not permit safe or otherwise appropriate means of ingress and approval by egress, or does not comply with other Laws or regulations; (iv) Landlord (which approval shall be or Landlord’s agents have negotiated with respect the proposed assignee or subtenant with regard to the advertisement itself as opposed to leasing of space at the right to advertise)Property, 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 time within the preceding six (6) months; or listings and Tenant’s marketing materials shall not be deemed to constitute public advertisements. These conditions are not exclusive and (v) any other reasonable basis that Landlord may reasonably consider other factors deemed to be relevant in determining if Landlord should grant or reasonably withhold its consentassert.

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 involving, in Landlord's reasonable if Tenant is in monetary default or in default of other terms after any applicable notice judgment and cure periodsas set forth above, or if any a portion of the following conditions are Premises which is not SATISFIED: independently leasable space, provided (ai) that Landlord shall not be required to recognize such sublessees's rights under such sublease, and (ii) that Tenant shall provide financial assurances reasonably satisfactory to Landlord securing Tenant's obligation to restore the proposed sublease space to independently leasable condition upon expiration or assignment complies with this Article and the rest earlier termination 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.

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 Xxxxxxx 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 in this Articleentity(ies) which now own(s), Landlord will not unreasonably withhold directly 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 periodsindirectly, or if any at least fifty percent (50%) voting control of the following conditions are not SATISFIED: Tenant (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"CURRENT OWNERS") and otherwise any entity in accordance with this Leasewhich the Tenant or Tenant's Current Owners own, its use will not increase the risk of possible contamination directly or indirectly, at least fifty percent (50%) voting control, unless Tenant establishes to Landlord's reasonable satisfaction that "CONTROL" is held by Hazardous Materials means other than ownership or voting, 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.case "

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.

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.

Reasonable Consent. (a) Except as specifically set forth in Section 18.3(b) below or elsewhere in this Article, Landlord will not unreasonably withhold its ------------------ consent to an assignment or delay 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. Landlord will grant or an assignment by Tenantwithhold its consent within fifteen (15) days after receipt of a copy of the final executed Transfer documents and the documents described in Section 18.2. 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(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 's reasonable judgment; (b) the assignee or 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 the obligations of Tenant under this Lease (if it is a proposed assignment) or of subtenant under its obligations as sublessee or assignee sublease (if it is a proposed sublease) without undue financial burden in Landlord’s '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 '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.

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.

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.

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 Xxxxxxxx’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 Xxxxxxxx’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 proposed effective date (which shall not a governmental or quasi-governmental entity be less than thirty (30) nor is it a person with diplomatic immunitymore than one hundred eighty (180) days after the date of Tenant’s Notice of Proposed Transfer); (c) the subtenant or assignee is stable and creditworthy and has portion of the independent financial ability Premises 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 be Transferred (the SEC or other governmental or quasi-governmental authorities“Subject Space”); (d) the terms nature of the Transfer prohibit the Transferee from exercising (or occupying space leased by Tenant pursuant business proposed to Tenant’s exercise of) any right to extend, renew or cancel this Lease or any part thereof or lease additional space be carried on in the ProjectPremises; (e) Landlord’s Mortgagees consent the terms and provisions of any proposed Transfer, including an estimated calculation of the “Transfer Premium” (if their consent is required)as defined in Section 16.3 below) in connection with such Transfer; (f) there will 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 no more than an aggregate reasonable for Landlord to withhold its consent where (i) Landlord reasonably disapproves of two (2) subleases the Transferee’s reputation or creditworthiness or the character of the business to be conducted by the Transferee at the Premises, (gii) the subtenant uses Transferee’s business entails the Premises operation of a call center, (iii) the Transferee is (1) an existing tenant of the Project or any of the other buildings in Xxxxxx Ranch, (2) is negotiating with Landlord or any affiliate of Landlord to lease space in the Project or any of the other buildings in Xxxxxx Ranch at such time, or (3) has negotiated with Landlord or any affiliate of Landlord to lease space during the three (3) month period immediately preceding Tenant’s request for an office use consistent with an office use consent; provided, however, that Landlord shall not withhold its consent to any proposed Transfer solely under this clause (iii) if Landlord does not then have comparable space in Xxxxxx Ranch available for lease for a Class A office building comparable term at the time of Tenant’s proposed Transfer; (iv) the assignment or subletting would increase the burden on the Building services or the number of people occupying the Premises, (v) the rental and other consideration payable by the Transferee is less than eighty percent (h80%) neither Tenant nor any brokerthat currently being paid by tenants under new leases of comparable space in Xxxxxx Ranch, agent or other representative retained by tenant shall (vi) Landlord otherwise reasonably determines that the assignment or sublease would have publicly advertised the availability effect of decreasing the value of the Premises without prior notice to and approval by Landlord (which approval shall be Project or increasing the expenses associated with respect to operating the advertisement itself as opposed to the right to advertise), nor shall Project. In no event may Tenant publicly advertise or offer all or 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 portion of the Premises for sublet assignment or assignment sublease at any a 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 less than that then sought by Landlord may reasonably consider other factors deemed to be relevant for comparable space in determining if Landlord should grant or reasonably withhold its consentXxxxxx Ranch.

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 the foregoing. In addition, if Tenant requests Landlord’s approval of any plans and specifications for alterations or of any of the other items described in determining Section 12.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 fails to respond to Tenant within the fifteen (15) day period, Tenant shall deliver a second notice to Landlord, stating in bold type on the first page thereof “URGENT - DELAY NOTICE,” which notice shall specify the matter or item for which Tenant is seeking approval and shall state that if Landlord should grant fails to respond within three (3) business days following receipt of the notice, such matter or reasonably withhold its consentitem will be deemed approved by Landlord. If Landlord fails to respond to the second notice within three (3) business days following receipt, the matters for which approval has been sought shall be deemed approved.

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.

Reasonable Consent. (a) Except Prior to any proposed Transfer, Tenant shall submit in writing to Landlord, not less than thirty (30) days prior to the proposed effective date of the Transfer, (i) the name and legal composition of the proposed assignee, subtenant, user or other transferee (each a "Proposed Transferee"); (ii) the nature of the business proposed to be carried on in the Premises; (iii) a current balance sheet, income statements for the last two years (or, if the Proposed Transferee has been in business for less than two years, for such lesser period of time as specifically set forth the Proposed Transferee has been in Section 18.3(bbusiness) below or elsewhere in this Articleand such other reasonable financial and other information concerning the Proposed Transferee as Landlord may request; and (iv) a 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 whether it approves or disapproves such Transfer or if it elects to proceed under Paragraph 14.7. (b) Tenant acknowledges and agrees that Landlord’s withholding of 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, (gii) the subtenant uses Proposed Transferee intends to use the Premises assigned or sublet for an office purposes other than the permitted use consistent with an office use for set forth in Paragraph 5.1, (iii) the Proposed Transferee is a Class A office building and governmental agency, (hiv) neither at the time Tenant nor requests Landlord's consent Tenant is in default under this Lease beyond any brokerapplicable notice or cure period, agent or other representative retained by tenant shall (v) Landlord determines that the proposed Transfer would have publicly advertised the availability effect of decreasing the value of the Premises without prior notice to and approval Building or increasing the expenses payable by Landlord (which approval shall be with respect to for maintaining and repairing 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 portions of the Premises for sublet or assignment Property Landlord maintains and repairs under this Lease at any rental rate, and broker’s fliers or listings and Tenant’s marketing materials shall not be deemed to constitute public advertisementsLandlord's expense. 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.14.3