Common use of Reasonable Disapproval Clause in Contracts

Reasonable Disapproval. Landlord and Tenant hereby acknowledge that Landlord's disapproval of any proposed Transfer pursuant to Subparagraph 24(e) will be deemed reasonably withheld if based upon any reasonable factor, including, without limitation, any or all of the following factors: (i) if the Building is less than eighty percent (80%) occupied, if the net effective rent payable by the Transferee (adjusted on a rentable square foot basis) is less than the net effective rent then being quoted by Landlord for new leases in the Building for comparable size space for a comparable period of time; (ii) the proposed Transferee is a governmental entity; (iii) the portion of the Premises to be sublet or assigned is irregular in shape with inadequate means of ingress and egress; (iv) the use of the Premises by the Transferee (A) is not permitted by the use provisions in Paragraph 8 hereof, (B) violates any exclusive use granted by Landlord to another tenant in the Building, or (C) otherwise poses a risk of increased liability to Landlord; (v) the Transfer would likely result in a significant and inappropriate increase in the use of the parking areas or Development Common Areas by the Transferee's employees or visitors, and/or significantly increase the demand upon utilities and services to be provided by Landlord to the Premises; (vi) the Transferee does not have the financial capability to fulfill the obligations imposed by the Transfer and this Lease; (vii) the Transferee is not in Landlord's reasonable opinion consistent with Landlord's desired tenant mix; or (viii) the Transferee poses a business or other economic risk which Landlord deems unacceptable.

Reasonable Disapproval. Landlord and Tenant hereby acknowledge that Landlord's disapproval of any proposed Transfer pursuant to Subparagraph 24(e16.3(a) will shall be deemed reasonably withheld if based upon any reasonable factor, including, without limitation, any or all of the following factors: (ia) if the Building is less proposed Transfer would result in more than eighty percent two subleases of portions of the Premises being in effect at any one time during the Term; (80%b) occupied, if the net effective rent payable by the Transferee (adjusted on a rentable square foot basis) is less than the net effective rent then being quoted by Landlord for new leases in the Building for comparable size space for a comparable period of time; (iic) the proposed Transferee is an existing tenant of the Building or is negotiating with Landlord (or has negotiated with Landlord in the last six (6) months) for space in the Building; (d) the proposed Transferee is a governmental entity; (iiie) the portion of the Premises to be sublet or assigned is irregular in shape with inadequate means of ingress and egress; (ivf) the use of the Premises by the Transferee (Ai) is not permitted by the use provisions in Paragraph 8 hereof, or (Bii) violates any exclusive use granted by Landlord to another tenant in the Building, or (C) otherwise poses a risk of increased liability to Landlord; (vg) the Transfer would likely result in a significant and inappropriate increase in the use of the parking areas or Development Common Areas by the Transferee's employees or visitors, and/or significantly significant increase in the demand upon utilities and services to be provided by Landlord to the Premises; (vih) the Transferee does not have the financial capability to fulfill the obligations imposed by the Transfer and this LeaseTransfer; (viii) the Transferee is not in Landlord's reasonable opinion of reputable or good character or consistent with Landlord's desired tenant mix; or (viiij) the Transferee poses is a business real estate developer or other economic risk which Landlord deems unacceptablelandlord or is acting directly or indirectly on behalf of a real estate developer or landlord.

Reasonable Disapproval. Landlord and Tenant hereby acknowledge that Landlord's ’s disapproval of any proposed Transfer pursuant to Subparagraph 24(e) Article 23 will be deemed reasonably withheld if based upon any reasonable factor, including, without limitation, any or all of the following factors: (i) if the Building is less than eighty percent (80%) occupied, if the net effective rent payable by the Transferee (adjusted on a rentable square foot basis) is less than the net effective rent then being quoted by Landlord for new leases in the Building for comparable size space for a comparable period of time; (ii) the proposed Transferee is a governmental entityGovernmental Entity, if the proposed Transferee is entitled, directly or indirectly, to diplomatic or sovereign immunity or shall not be subject to the service of process in, and the jurisdiction of, the courts of the State of California; (iii) the portion of the Premises to be sublet or assigned is irregular in shape with inadequate means of ingress and egress; (ivii) the use of the Premises by the Transferee (ATransferee) is not permitted by the use provisions in Paragraph 8 hereof, (B) violates any exclusive use granted by Landlord to another tenant in this Lease or the Building, or (C) otherwise poses a risk of increased liability to LandlordProject CC&Rs; (viii) the Transfer would likely result in a significant and inappropriate material increase in the use of the parking areas or Development Common Areas by the Transferee's employees or visitors, and/or significantly increase the demand upon utilities and services above that to be provided by Landlord to the Premises pursuant to Exhibit “G” (unless Tenant or the Transferee provides supplemental facilities to service such excess demand); (iv) the Transfer would likely result in an increase in the use of the Parking Facilities by the Transferee’s employees or visitors in excess of 4.25 spaces per thousand square feet, calculated for the entire Premises; (viv) the Transferee is not a reputable person or entity or does not have the financial capability to fulfill the obligations imposed by the Transfer and this LeaseLease (or has not furnished Landlord with reasonable proof thereof); (vi) the proposed Transferee is engaged in a business or activity, or the Premises or the relevant part thereof, will be used in a manner, which is not in keeping with the then standards of the Building or the Project; or (vii) the proposed Transferee is not a person or entity with whom Landlord is or has been, within the preceding nine (9) month period, negotiating to lease space in Landlord's reasonable opinion consistent with Landlord's desired tenant mixthe Project and Landlord has space comparable to the space Tenant is proposing to Transfer available for lease in the Project; or (viii) the Transferee poses a business proposed form of sublease or other economic risk which Landlord deems unacceptableinstrument of assignment does not comply with the applicable provisions of this Article 23.

Reasonable Disapproval. Landlord and Tenant hereby acknowledge that Landlord's disapproval of any proposed Transfer (other than a Permitted Transfer) pursuant to Subparagraph 24(eSection 14.3(a) will shall be deemed reasonably withheld if based upon any reasonable factor, including, without limitation, any or all of the following factors: (ia) if the Building proposed Transfer would result in more than two subleases of portions of the Premises being in effect at any one time during the Term; (b) the proposed Transferee is less than eighty percent an existing tenant of the Project or is negotiating with Landlord (80%) occupied, if the net effective rent payable by the Transferee (adjusted on or has submitted to Landlord or received from Landlord a rentable square foot basis) is less than the net effective rent then being quoted by Landlord for new leases written proposal to lease in the Building last six (6) months) for comparable size space for a comparable period of timein the Project; (iic) the proposed Transferee is a governmental entity; (iiid) the portion of the Premises to be sublet or assigned is irregular in shape with inadequate means of ingress and egress; (ive) the use of the Premises by the Transferee (A) is not permitted by the use provisions in Paragraph 8 Section 6 hereof, (B) violates any exclusive use granted by Landlord to another tenant in the Building, or (C) otherwise poses a risk of increased liability to Landlord; (vf) the Transfer would likely result in a significant and inappropriate increase in the use of the parking areas or Development Common Areas by the Transferee's employees or visitors, and/or significantly increase the demand upon utilities and services to be provided by Landlord to the Premises; (vig) the Transferee is not in Landlord's reasonable opinion of reputable or good character; or (h) the Transferee does not have the financial capability to fulfill the obligations imposed by the Transfer and this Lease; (vii) . Notwithstanding any contrary provision of this Lease, if Tenant or any proposed Transferee claims that Landlord has unreasonably withheld or delayed its consent to a proposed Transfer or otherwise has breached its obligations under this Section 14, Tenant's and such Transferee's only remedy shall be to seek a declaratory judgment and/or injunctive relief, and Tenant, on behalf of itself and, to the extent permitted by law, such proposed Transferee waives all other remedies against Landlord, including, without limitation, the right to seek monetary damages or to terminate this Lease except to the extent of any claim that such consent is not withheld maliciously or in Landlord's reasonable opinion consistent with Landlord's desired tenant mix; or (viii) the Transferee poses a business or other economic risk which Landlord deems unacceptablebad faith.

Reasonable Disapproval. Landlord and Tenant hereby acknowledge that Landlord's disapproval of any proposed Transfer pursuant to Subparagraph 24(e) will be deemed reasonably withheld if based upon any reasonable factor, including, without limitation, any or all of the following factors: (i) if the Building is less than eighty percent (80%) occupied, if the net effective rent payable by the Transferee (adjusted on a rentable square foot basis) is less than the net effective rent then being quoted by Landlord for new leases in the Building for comparable size space for a comparable period of time; (ii) the proposed Transferee is a governmental entity; (iii) the portion of the Premises to be sublet or assigned is irregular in shape with inadequate means of ingress and egress; (iv) the use of the Premises by the Transferee (A) is not permitted by the use provisions in Paragraph 8 hereof, (B) violates any exclusive use granted by Landlord to another tenant in the BuildingDevelopment, or (C) otherwise poses a risk of increased liability to Landlord; (v) the Transfer would likely result in a significant and inappropriate increase in the use of the parking areas or Development Common Areas by the Transferee's employees or visitors, and/or significantly increase the demand upon utilities and services to be provided by Landlord to the Premises; (vi) the Transferee does not have the financial capability to fulfill the obligations imposed by the Transfer and this Lease; or (vii) the Transferee is not in Landlord's reasonable opinion consistent with Landlord's desired tenant mix; or (viii) the Transferee poses a business or other economic risk which Landlord deems unacceptable.

Reasonable Disapproval. Landlord and Tenant hereby acknowledge that Landlord's disapproval of any proposed Transfer pursuant to Subparagraph 24(e) will be deemed reasonably withheld if based upon any reasonable factor, including, without limitation, any or all of the following factors: (i) if the Building is less than eighty percent (80%) occupied, if the net effective rent payable by the Transferee (adjusted on a rentable square foot basis) is less than the net effective rent then being quoted by Landlord for new leases in the Building for comparable size space for a comparable period of time[intentionally omitted]; (ii) the proposed Transferee is a governmental entity; (iii) the portion of the Premises to be sublet or assigned is irregular demised irregularly in shape with inadequate means of ingress and egress; (iviii) the use of the Premises by the Transferee (Aa) is not permitted by the use provisions in Paragraph 8 hereof, (Bb) violates any exclusive use granted by Landlord to another tenant in the BuildingDevelopment of which Tenant has written notice, or (Cc) is reasonably deemed by Landlord to present a risk of incompatibility to the other tenants of the Development or otherwise poses a risk of materially increased liability to Landlord; or (v) the Transfer would likely result in a significant and inappropriate increase in the use of the parking areas or Development Common Areas by the Transferee's employees or visitors, and/or significantly increase the demand upon utilities and services to be provided by Landlord to the Premises; (viiv) the Transferee does not have the financial capability to fulfill the obligations imposed by the Transfer and this Lease; , considering that Tenant remains liable under this Lease, provided that this factor (viiiv) may only be considered as a basis for Landlord's disapproval of a proposed Transfer pursuant to Subparagraph 24(e) if Tenant's financial condition has, at the Transferee is not time of the proposed Transfer request, deteriorated from that existing as of the date of this Lease to the point that Tenant, in Landlord's reasonable opinion consistent with Landlord's desired tenant mix; or (viii) opinion, may no longer have the Transferee poses a business or other economic risk which Landlord deems unacceptablefinancial capability to perform its obligation under this Lease.

Reasonable Disapproval. (f) Landlord and Tenant hereby acknowledge that Landlord's ’s disapproval of any proposed Transfer pursuant to Subparagraph 24(eSubsection 7(e) will be deemed reasonably withheld if based upon any reasonable factor, including, without limitation, any or all of the following factors: (i) if the Building is less than eighty ninety percent (8090%) occupied, if the net effective rent payable by the Transferee (adjusted on a rentable square foot basis) is less than the net effective rent then being quoted by Landlord for new leases in the Building for comparable size space for a comparable period of time; (ii) the proposed Transferee is a governmental entity; (iii) the portion of the Premises to be sublet or assigned is irregular in shape with inadequate means of ingress and egress; (iv) the use of the Premises by the Transferee (A) is not permitted by the use provisions in Paragraph Section 8 hereof, or (B) violates any exclusive use granted by Landlord to another tenant in the Building, or (C) otherwise poses a risk of increased liability to Landlord; (v) the Transfer would likely result in a significant and inappropriate increase in the use of the parking areas or Development Project Common Areas by the Transferee's ’s employees or visitors, and/or significantly increase the demand upon utilities and services to be provided by Landlord to the Premises; (vi) the Transferee does not have the financial capability to fulfill the obligations imposed by the Transfer and this Lease; or (vii) the Transferee is not in Landlord's ’s reasonable opinion consistent with Landlord's ’s desired tenant mix; . In the event Landlord withholds or conditions its consent and Tenant or any proposed Transferee claims that Landlord has unreasonably withheld or delayed its consent under Subsection 7(f) or otherwise has breached or acted unreasonably under this Section 7, their sole remedies shall be a declaratory judgment and an injunction for the relief sought without any monetary damages, and Tenant hereby waives all other remedies on its own behalf and, to the extent permitted under all applicable laws, on behalf of the proposed Transferee. In any such action, each party shall bear its own attorneys’ fees. Tenant shall indemnify, defend and hold harmless Landlord from any and all liability, losses, claims, damages, costs, expenses, causes of action and proceedings involving any third party or parties (viiiincluding without limitation Tenant’s proposed subtenant or assignee) the Transferee poses a business who claim they were damaged by Landlord’s wrongful withholding or other economic risk which Landlord deems unacceptable.conditioning of Landlord’s consent. Additional Conditions

Reasonable Disapproval. Landlord and Tenant hereby acknowledge that Landlord's ’s disapproval of any proposed Transfer (other than a Permitted Transfer) pursuant to Subparagraph 24(eSection 14.3(a) will shall be deemed reasonably withheld if based upon any reasonable factor, including, without limitation, any or all of the following factors: (ia) if the Building is less proposed Transfer would result in more than eighty percent two subleases of portions of the Premises being in effect at any one time during the Term; (80%b) occupied, if the net effective rent payable by the Transferee (adjusted on a rentable square foot basis) is less than the net effective rent then being quoted by Landlord for new leases in the Building for comparable size space for a comparable period of time; (iic) the proposed Transferee is an existing tenant of the Project or is negotiating with Landlord (or has negotiated with Landlord in the last six (6) months) for space in the Project; (d) the proposed Transferee is a governmental entity; (iiie) the portion of the Premises to be sublet or assigned is irregular in shape with inadequate means of ingress and egress; (ivf) the use of the Premises by the Transferee (Ai) is not permitted by the use provisions in Paragraph 8 Section 6 hereof, or (Bii) violates any exclusive use granted by Landlord to another tenant in the Building, or (C) otherwise poses a risk of increased liability to Landlord; (vg) the Transfer would likely result in a significant and inappropriate increase in the use of the parking areas or Development Common Areas by the Transferee's ’s employees or visitors, and/or significantly increase the demand upon utilities and services to be provided by Landlord to the Premises; (vih) in Landlord’s reasonable judgment, the Transferee does not have the financial capability to fulfill the obligations imposed by the Transfer and this LeaseTransfer; or (viii) the Transferee is not in Landlord's ’s reasonable opinion of reputable or good character or consistent with Landlord's ’s desired tenant mix; . Notwithstanding any contrary provision of this Lease, if Tenant or (viii) any proposed Transferee claims that Landlord has unreasonably withheld or delayed its consent to a proposed Transfer or otherwise has breached its obligations under this Section 14, Tenant’s and such Transferee’s only remedy shall be to seek a declaratory judgment and/or injunctive relief, and Tenant, on behalf of itself and, to the extent permitted by law, such proposed Transferee poses a business waives all other remedies against Landlord, including, without limitation, the right to seek monetary damages or other economic risk which Landlord deems unacceptableto terminate this Lease.

Reasonable Disapproval. Landlord and Tenant hereby acknowledge that Landlord's ’s disapproval of any proposed Transfer pursuant to Subparagraph 24(eSection 14.3(a) will shall be deemed reasonably withheld if based upon any reasonable factor, including, without limitation, any or all of the following factors: (ia) if the Building proposed Transfer would result in more than two subleases of portions of the Premises being in effect at any one time during the Term; (b) the proposed Transferee is less than eighty percent an existing tenant of the Project or is negotiating with Landlord (80%) occupied, if the net effective rent payable by the Transferee (adjusted on a rentable square foot basis) is less than the net effective rent then being quoted by or has negotiated with Landlord for new leases in the Building last six (6) months) for comparable size space in the Project (and Landlord, in each such case, has space in the Project available for a comparable period of timelease to such proposed Transferee); (iic) the proposed Transferee is a governmental entity; (iiid) the portion of the Premises to be sublet or assigned is irregular in shape with inadequate and unlawful means of ingress and egress; (ive) the use of the Premises by the Transferee (A1) is not permitted by the use provisions in Paragraph 8 Section 6 hereof, or (B2) violates any exclusive use granted by Landlord to another tenant in the Building, or (C) otherwise poses a risk of increased liability to Landlord; (vf) the Transfer would likely result in a significant and inappropriate increase in the use of the parking areas or Development Common Areas by the Transferee's ’s employees or visitors, and/or significantly increase the demand upon utilities and services to be provided by Landlord to the Premises; or (vig) the Transferee does not have the financial capability to fulfill the obligations imposed by the Transfer and Transfer. Notwithstanding any contrary provision of this Lease; (vii) , if Tenant or any proposed Transferee claims that Landlord has unreasonably withheld or delayed its consent to a proposed Transfer or otherwise has breached its obligations under this Section 14, Tenant’s and such Transferee’s only remedy shall, unless it is determined by a court of competent jurisdiction that Landlord acted in bad faith, be to seek a declaratory judgment and/or injunctive relief, and Tenant, on behalf of itself and, to the Transferee is not in extent permitted by law, such proposed Transferee, waives all other remedies against Landlord's reasonable opinion consistent with Landlord's desired tenant mix; , including, without limitation, the right to seek monetary damages or (viii) the Transferee poses a business or other economic risk which Landlord deems unacceptableto terminate this Lease.

Reasonable Disapproval. Landlord and Tenant hereby acknowledge that Landlord's ’s disapproval of any proposed Transfer pursuant to Subparagraph 24(eSection 14.3(a) will shall be deemed reasonably withheld if based upon any reasonable factor, including, without limitation, any or all of the following factors: (ia) if the Building proposed Transfer would result in more than two subleases of portions of the Premises being in effect at any one time during the Term; (b) the proposed Transferee is less than eighty percent an existing tenant of the Project or is negotiating with Landlord (80%) occupied, if the net effective rent payable by the Transferee (adjusted on a rentable square foot basis) is less than the net effective rent then being quoted by or has negotiated with Landlord for new leases in the Building last six (6) months) for comparable size space for a comparable period of timein the Project and Landlord has space available to lease to prospective tenants; (iic) the proposed Transferee is a governmental entity; (iiid) the portion of the Premises to be sublet or assigned is irregular in shape with inadequate means of ingress and egress; (ive) the use of the Premises by the Transferee (Ai) is not permitted by the use provisions in Paragraph 8 Section 6 hereof, or (Bii) violates any exclusive use granted by Landlord to another tenant in the Building, or (C) otherwise poses a risk of increased liability to Landlord; (vf) the Transfer would likely result in a significant and inappropriate increase in the use of the parking areas or Development Common Areas by the Transferee's ’s employees or visitors, and/or significantly increase the demand upon utilities and services to be provided by Landlord to the Premises; (vig) the Transferee does not have the financial capability to fulfill the obligations imposed by the Transfer and this LeaseTransfer; or (viih) the Transferee is not in Landlord's ’s reasonable opinion of reputable or good character or consistent with Landlord's ’s desired tenant mix; or (viii) the Transferee poses a business or other economic risk which Landlord deems unacceptable.

Reasonable Disapproval. Landlord and Tenant hereby acknowledge that Landlord's ’s disapproval of any proposed Transfer pursuant to Subparagraph 24(eSection 14.3(a) will shall be deemed reasonably withheld if based upon any reasonable factor, including, without limitation, any or all of the following factors: (ia) if the Building proposed Transfer would result in more than two subleases of portions of the Premises being in effect at any one time during the Term; (b) the proposed Transferee is less than eighty percent an existing tenant of the Project or is negotiating with Landlord (80%or has negotiated with Landlord in the last six (6) occupiedmonths) for space in the Project (and Landlord, if the net effective rent payable by the Transferee (adjusted on a rentable square foot basis) is less than the net effective rent then being quoted by Landlord in each such case, has space available for new leases lease in the Building for of comparable size space for a comparable period of timesize); (iic) the proposed Transferee is a governmental entity; (iiid) the portion of the Premises to be sublet or assigned is irregular in shape with inadequate means of ingress and egress; (ive) the use of the Premises by the Transferee (A1) is not permitted by the use provisions in Paragraph 8 Section 6 hereof, or (B2) violates any exclusive use granted by Landlord to another tenant in the Building, or (C) otherwise poses a risk of increased liability to Landlord; (vf) the Transfer would likely result in a significant and inappropriate increase in the use of the parking areas or Development Common Areas by the Transferee's ’s employees or visitors, and/or significantly increase the demand upon utilities and services to be provided by Landlord to the Premises; or (vig) the Transferee does not have the financial capability to fulfill the obligations imposed by the Transfer and Transfer. Notwithstanding any contrary provision of this Lease; (vii) , if Tenant or any proposed Transferee claims that Landlord has unreasonably withheld or delayed its consent to a proposed Transfer or otherwise has breached its obligations under this Section 14, Tenant’s and such Transferee’s only remedy shall be to seek a declaratory judgment and/or injunctive relief, and Tenant, on behalf of itself and, to the Transferee is not in extent permitted by law, such proposed Transferee, waives all other remedies against Landlord's reasonable opinion consistent with Landlord's desired tenant mix; , including, without limitation, the right to seek monetary damages or (viii) the Transferee poses a business or other economic risk which Landlord deems unacceptableto terminate this Lease.

Reasonable Disapproval. Landlord and Tenant hereby acknowledge that Landlord's disapproval of any proposed Transfer pursuant to Subparagraph 24(e) will be deemed reasonably withheld if based upon any reasonable factor, including, without limitation, any or all of the following factors: (i) if the Building is less than eighty percent (80%) occupied, if the net effective rent payable by the Transferee (adjusted on a rentable square foot basis) is less than the net effective rent then being quoted by Landlord for new leases in the Building for comparable size space for a comparable period of timeintentionally omitted; (ii) the proposed Transferee is a governmental entity; (iii) the portion of the Premises to be sublet or assigned is irregular in shape with inadequate means of ingress and egress; (iv) the use of the Premises by the Transferee (A) is not permitted by the use provisions in Paragraph 8 hereof, (B) violates any exclusive use granted by Landlord to another tenant in the Building, or (C) otherwise poses a risk of increased liability to Landlord; (v) the Transfer would likely result in a significant and inappropriate increase in the use of the parking areas or Development Common Areas by the Transferee's employees or visitors, and/or significantly increase the demand upon utilities and services to be provided by Landlord to the Premises; (vi) the Transferee does not have the financial capability to fulfill the obligations imposed by the Transfer and this Lease; (vii) the Transferee is not in Landlord's reasonable opinion consistent with Landlord's desired tenant mix; or (viii) the Transferee poses a business or other economic risk which Landlord deems unacceptable.. g)

Reasonable Disapproval. Landlord and Tenant hereby acknowledge that Landlord's disapproval of any proposed Transfer (other than a Permitted Transfer) pursuant to Subparagraph 24(eSection 14.3(a) will shall be deemed reasonably withheld if based upon any reasonable factor, including, without limitation, any or all of the following factors: (ia) if the Building is less proposed Transfer would result in more than eighty percent two subleases of portions of the Premises being in effect at any one time during the Term; (80%b) occupied, if the net effective rent payable by the Transferee (adjusted on a rentable square foot basis) is less than the net effective rent then being quoted by Landlord for new leases in the Building for comparable size space for a comparable period of time; (iic) the proposed Transferee is an existing tenant of the Project or is negotiating with Landlord (or has negotiated with Landlord in the last six (6) months) for space in the Project; (d) the proposed Transferee is a governmental entity; (iiie) the portion of the Premises to be sublet or assigned is irregular in shape with inadequate means of ingress and egress; (ivf) the use of the Premises by the Transferee (Ai) is not permitted by the use provisions in Paragraph 8 Section 6 hereof, or (Bii) violates any exclusive use granted by Landlord to another tenant in the Building, or (C) otherwise poses a risk of increased liability to Landlord; (vg) the Transfer would likely result in a significant and inappropriate increase in the use of the parking areas or Development Common Areas by the Transferee's ’s employees or visitors, and/or significantly increase the demand upon utilities and services to be provided by Landlord to the Premises; (vih) the Transferee does not have the financial capability to fulfill the obligations imposed by the Transfer and this LeaseTransfer; or (viii) the Transferee is not in Landlord's ’s reasonable opinion of reputable or good character or consistent with Landlord's ’s desired tenant mix; . Notwithstanding any contrary provision of this Lease, if Tenant or (viii) any proposed Transferee claims that Landlord has unreasonably withheld or delayed its consent to a proposed Transfer or otherwise has breached its obligations under this Section 14, Tenant’s and such Transferee’s only remedy shall be to seek a declaratory judgment and/or injunctive relief, and Tenant, on behalf of itself and, to the extent permitted by law, such proposed Transferee poses a business waives all other remedies against Landlord, including, without limitation, the right to seek monetary damages or other economic risk which Landlord deems unacceptableto terminate this Lease.

Reasonable Disapproval. Landlord and Tenant hereby acknowledge that Landlord's disapproval of any proposed Transfer pursuant to Subparagraph 24(e) will be deemed reasonably withheld if based upon any reasonable factor, including, without limitation, any or all of the following factors: (i) if the Building Development is less than eighty seventy percent (8070%) occupied, if the net effective rent payable by the Transferee (adjusted on a rentable square foot basis) is less than the net effective rent then being quoted by Landlord for new leases in the Building Development for comparable size space for a comparable period of time; (ii) the proposed Transferee is a governmental entity; (iii) the portion of the Premises to be sublet or assigned is irregular in shape with inadequate means of ingress and egress; (iv) the use of the Premises by the Transferee (A) is not permitted by the use provisions in Paragraph 8 hereof, or (B) violates any exclusive use granted by Landlord to another tenant in the Building, or (C) otherwise poses a risk of increased liability to LandlordDevelopment; (v) the Transfer would likely result in a significant and inappropriate increase in the use of the parking areas or Development Common Areas by the Transferee's employees or visitors, and/or significantly increase the demand upon utilities and services to be provided by Landlord to the Premises; and (vi) the Transferee does not have the financial capability to fulfill the obligations imposed by the Transfer and this Lease; (vii) the Transferee is not in Landlord's reasonable opinion consistent with Landlord's desired tenant mix; or (viii) the Transferee poses a business or other economic risk which Landlord deems unacceptable.

Reasonable Disapproval. Landlord and Tenant hereby acknowledge that Landlord's disapproval of any proposed Transfer pursuant to Subparagraph 24(e) will be deemed reasonably withheld if based upon any reasonable factor, including, without limitation, any or all of the following factors: (i) if the Building is less than eighty percent (80%) occupied, if the net effective rent payable by the Transferee (adjusted on a rentable square foot basis) is less than the net effective rent then being quoted by Landlord for new leases in the Building for comparable size space for a comparable period of time; (ii) the proposed Transferee is a governmental entity; (iiiii) the portion of the Premises to be sublet or assigned is irregular in shape with inadequate means of ingress and egress; (iviii) the use of the Premises by the Transferee (A) is not permitted by the use provisions in Paragraph 8 hereof, or (B) violates any exclusive use granted by Landlord to another tenant in the Building, or (C) otherwise poses a risk of increased liability to Landlord; (viv) the Transfer would likely result in a significant and inappropriate increase in the use of the parking areas or Development Project Common Areas by the Transferee's employees or visitors, and/or significantly increase the demand upon utilities and services to be provided by Landlord to the Premises; (viv) the Transferee does not have the financial capability to fulfill the obligations imposed by the Transfer and this Lease; (vii) the Transferee is not in Landlord's reasonable opinion consistent with Landlord's desired tenant mix; or (viiivi) the Transferee poses a business or other economic risk which Landlord deems unacceptable. Notwithstanding anything to the contrary contained in this Lease, it is expressly understood and agreed that no further subletting under any sublease shall be permitted under any circumstances, except in the event Landlord (with no obligation to do so) sub-subleases the Premises (or any portion thereof) from such sublessee. Any sublease to which Landlord consents shall expressly prohibit any such further subletting.

Reasonable Disapproval. Landlord and Tenant hereby acknowledge that Landlord's disapproval of any proposed Transfer pursuant to Subparagraph 24(e) will be deemed reasonably withheld if based upon any reasonable factor, including, without limitation, any or all of the following factors: (i) if the Building is less than eighty percent (80%) occupied, if the net effective rent payable by the Transferee (adjusted on a rentable square foot basis) is less than the net effective rent then being quoted by Landlord for new leases in the Building for comparable size space for a comparable period of timeintentionally omitted; (ii) the proposed Transferee is a governmental entity; (iii) the portion of the Premises to be sublet or assigned is irregular in shape with inadequate means of ingress and egress; (iv) the use of the Premises by the Transferee (A) is not permitted by the use provisions in Paragraph 8 hereof, (B) violates any exclusive use granted by Landlord to another tenant in the Building, or (C) otherwise poses a risk of increased liability to Landlord; (v) the Transfer would likely result in a significant and inappropriate increase in the use of the parking areas or Development Common Areas by the Transferee's employees or visitors, and/or significantly increase the demand upon utilities and services to be provided by Landlord to the Premises; (vi) the Transferee does not have the financial capability to fulfill the obligations imposed by the Transfer and this Lease; (vii) the Transferee is not in Landlord's reasonable opinion consistent with Landlord's desired tenant mix; or (viii) the Transferee poses a business or other economic risk which Landlord reasonably deems unacceptable.

Reasonable Disapproval. Landlord and Tenant hereby acknowledge that Landlord's ’s disapproval of any proposed Transfer pursuant to Subparagraph 24(e) will be deemed reasonably withheld if based upon any reasonable factor, including, without limitation, any or all of the following factors: (i) if the Building is less than eighty percent (80%) occupied, if the net effective rent payable by the Transferee (adjusted on a rentable square foot basis) is less than the net effective rent then being quoted by Landlord for new leases in the Building for comparable size space for a comparable period of time; (ii) the proposed Transferee is a governmental entity; (iiiii) the portion of the Premises to be sublet or assigned is irregular in shape with inadequate means of ingress and egress; (iviii) the use of the Premises by the Transferee (A) is not permitted by the use provisions in Paragraph 8 hereof, (B) violates any exclusive use granted by Landlord to another tenant in the Building, or (C) otherwise poses a risk of increased liability to Landlord; (viv) the Transfer would likely result in a significant and inappropriate increase in the use of the parking areas or Development Project Common Areas by the Transferee's ’s employees or visitors, and/or significantly increase the demand upon utilities and services to be provided by Landlord to the Premises; (viv) the Transferee does not have the financial capability to fulfill the obligations imposed by the Transfer and this Lease; (viivi) the Transferee is not in Landlord's ’s reasonable opinion consistent with Landlord's ’s desired tenant mix; or (viiivii) the Transferee poses a business or other economic risk which Landlord reasonably deems unacceptable. Notwithstanding anything to the contrary contained in this Lease, it is expressly understood and agreed that no further subletting under any sublease shall be permitted under any circumstances, except in the event Landlord (with no obligation to do so) sub-subleases the Premises (or any portion thereof) from such sublessee. Any sublease to which Landlord consents shall expressly prohibit any such further subletting.

Reasonable Disapproval. Landlord and Tenant hereby acknowledge that Landlord's disapproval of any proposed Transfer pursuant to Subparagraph 24(e) will be deemed reasonably withheld if based upon any reasonable factor, including, without limitation, any or all of the following factors: (i) if the Building is less than eighty percent (80%) occupied, if the net effective rent payable by the Transferee (adjusted on a rentable square foot basis) is less than the net effective rent then being quoted by Landlord for new leases in the Building for comparable size space for a comparable period of time[INTENTIONALLY DELETED]; (ii) the proposed Transferee is a governmental entity; (iii) the portion of the demised subleased Premises to be sublet or assigned is irregular in shape with inadequate means of ingress and egress; (iv) the use of the Premises by the Transferee (A) is not permitted by the use provisions in Paragraph 8 hereof, (B) violates any exclusive use granted by Landlord to another tenant in the BuildingDevelopment, or (C) otherwise poses a risk of increased liability to Landlord; (v) the Transfer would likely result in a significant and inappropriate increase in the use of the parking areas or Development Common Areas by the Transferee's employees or visitors, and/or significantly increase the demand upon utilities and services to be provided by Landlord to the Premises; (vi) the Transferee does not have the financial capability to fulfill the obligations imposed by the Transfer and this Lease; (vii) the Transferee is not in Landlord's reasonable opinion consistent with Landlord's desired tenant mix; or (viii) the Transferee poses a business or other economic risk which Landlord deems unacceptable.

Reasonable Disapproval. Landlord and Tenant hereby acknowledge ---------------------- that Landlord's disapproval of any proposed Transfer pursuant to Subparagraph Subsection 24(e) will be deemed reasonably withheld if based upon any reasonable factor, including, without limitation, any or all of the following factors: (i) if the Building is less than eighty percent (80%) occupied, if the net effective rent payable by the Transferee (adjusted on a rentable square foot basis) is less than the net effective rent then being quoted by Landlord for new leases in the Building for comparable size space for a comparable period of time; (ii) the proposed Transferee is a governmental entity; (iiiii) the portion of the Premises to be sublet or assigned is irregular in shape with inadequate means of ingress and egress; (iviii) the use of the Premises by the Transferee (A) is not permitted by the use provisions in Paragraph Section 8 hereof, or (B) violates any exclusive use granted by Landlord to another tenant in the Building, or (C) otherwise poses a risk of increased liability to Landlord; (viv) the Transfer would likely result in a significant and inappropriate increase in the use of the parking areas or Development Project Common Areas by the Transferee's employees or visitors, and/or significantly increase the demand upon utilities and services to be provided by Landlord to the Premises; Premises or (viv) the Transferee does not have the financial capability to fulfill the obligations imposed by the Transfer and this Lease; (vii. In the event Landlord withholds or conditions its consent and Tenant or any proposed Transferee claims that Landlord has unreasonably withheld or delayed its consent under Subsection 24(f) or otherwise has breached or acted unreasonably under this Section 24, their sole remedies shall be a declaratory judgment and an injunction for the Transferee is not in Landlord's reasonable opinion consistent with Landlord's desired tenant mix; or (viii) relief sought without any monetary damages, and Tenant hereby waives all other remedies on its own behalf and, to the Transferee poses a business or other economic risk which Landlord deems unacceptableextent permitted under all applicable laws, on behalf of the proposed Transferee. In any such action, each party shall bear its own attorneys' fees.

Reasonable Disapproval. Landlord and Tenant hereby acknowledge that Landlord's ’s disapproval of any proposed Transfer pursuant to Subparagraph 24(eSection 14.2(a) will shall be deemed reasonably withheld if based upon any reasonable factor, including, without limitation, any or all of the following factors: (ia) if the Building proposed Transfer would result in more than two subleases of portions of the Premises being in effect at any one time during the Term; (b) intentionally omitted; (c) the proposed Transferee is less than eighty percent an existing tenant of the Project or is negotiating with Landlord (80%) occupied, if the net effective rent payable by the Transferee (adjusted on a rentable square foot basis) is less than the net effective rent then being quoted by or has negotiated with Landlord for new leases in the Building last six (6) months) for comparable size space for a comparable period of timein the Project unless Landlord does not have space in the Project to accommodate such existing tenant; (iid) the proposed Transferee is a governmental entity; (iiie) the portion of the Premises to be sublet or assigned is irregular in shape with inadequate means of ingress and egress; (ivf) the use of the Premises by the Transferee (Ai) is not permitted by the use provisions in Paragraph 8 Section 6 hereof, or (Bii) violates any exclusive use granted by Landlord to another tenant in the Building, or (C) otherwise poses a risk of increased liability to Landlord; (vg) the Transfer would likely result in a significant and inappropriate increase in the use of the parking areas or Development Common Areas by the Transferee's ’s employees or visitors, and/or significantly increase the demand upon utilities and services to be provided by Landlord to the Premises; (vih) the Transferee does not have the financial capability to fulfill the obligations imposed by the Transfer and this LeaseTransfer; (viii) an Event of Default has occurred; (j) in the judgment of Landlord, such a Transfer would violate any term, condition, covenant, or agreement of Landlord involving the Project or any other tenant’s lease within the Project; or (k) the Transferee is not in Landlord's ’s reasonable opinion of reputable or good character or consistent with Landlord's ’s desired tenant mix; . Notwithstanding any contrary provision of this Lease, if Tenant or (viii) any proposed Transferee claims that Landlord has unreasonably withheld or delayed its consent to a proposed Transfer or otherwise has breached its obligations under this Section 14, Tenant’s and such Transferee’s only remedy shall be to seek a declaratory judgment and/or injunctive relief, and Tenant, on behalf of itself and, to the extent permitted by law, such proposed Transferee poses a business waives all other remedies against Landlord, including, without limitation, the right to seek monetary damages or other economic risk which Landlord deems unacceptableto terminate this Lease.

Reasonable Disapproval. Landlord and Tenant hereby acknowledge that Landlord's disapproval of any proposed Transfer pursuant to Subparagraph 24(e) will be deemed reasonably withheld if based upon any reasonable factor, including, without limitation, any or all of the following factors: (i) if the Building is less than eighty percent (80%) occupied, if the net effective rent payable by the Transferee (adjusted on a rentable square foot basis) is less than the net effective rent then being quoted by Landlord for new leases in the Building for comparable size space for a comparable period of time; (ii) the proposed Transferee is a governmental entity; (iii) the portion of the Premises to be sublet or assigned is irregular in shape with inadequate means of ingress and egress; (iv) the use of the Premises by the Transferee (A) is not permitted by the use provisions in Paragraph 8 hereof, (B) violates any exclusive use granted by Landlord to another tenant in the BuildingBusiness, or (C) otherwise poses a risk of increased liability to Landlord; (v) the Transfer would likely result in a significant significantly and inappropriate increase in the use of the parking areas or Development Common Areas by the Transferee's employees or visitors, and/or significantly significant increase the demand upon utilities and services to be provided by Landlord to the Premises; (vi) the Transferee does not have the financial capability to fulfill the obligations imposed by the Transfer and this Lease; (vii) the Transferee is not in Landlord's reasonable opinion consistent with Landlord's desired tenant mix; or (viii) the Transferee poses a business or other economic risk which Landlord deems unacceptable.

Reasonable Disapproval. Landlord and Tenant hereby acknowledge that Landlord's disapproval of any proposed Transfer pursuant to Subparagraph 24(eSection 11.3(a) will shall be deemed reasonably withheld if based upon any reasonable factor, including, without limitation, any or all of the following factors: (i) if the Building is less proposed Transfer would result in more than eighty percent two subleases of portions of the Premises being in effect at any one time during the Term; (80%ii) occupied, if the net effective rent payable by the Transferee (adjusted on a rentable square foot basis) is less than the net effective rent then being quoted of the most recent market transactions completed by Landlord for new leases in the Building for comparable size space for a comparable period of time; (iiiii) the proposed Transferee is an existing tenant of the Building or is negotiating with Landlord (or has negotiated with Landlord in the last six (6) months) for space in the Building; (iv) the proposed Transferee is a governmental entity; (iiiv) the portion of the Premises to be sublet or assigned is irregular in shape with inadequate means of ingress and egress; (ivvi) the use of the Premises by the Transferee (A) is not permitted by the use provisions in Paragraph 8 Article 10 hereof, or (B) violates any exclusive use granted by Landlord to another tenant in the Building, or (C) otherwise poses a risk of increased liability to Landlord; (vvii) the Transfer would likely result in a significant and inappropriate increase in the use of the parking areas or Development Common Areas by the Transferee's employees or visitors, and/or significantly increase the demand upon utilities and services to be provided by Landlord to the Premises; (viviii) the Transferee does not have the financial capability to fulfill the obligations imposed by the Transfer and this LeaseTransfer; (viiix) the Transferee is not in Landlord's reasonable opinion of reputable or good character or consistent with Landlord's desired tenant mix; or (viiix) the Transferee poses is a business real estate developer or other economic risk which Landlord deems unacceptablelandlord or is acting directly or indirectly on behalf of a real estate developer or landlord.

Reasonable Disapproval. Landlord and Tenant hereby acknowledge that ---------------------- Landlord's disapproval of any proposed Transfer pursuant to Subparagraph 24(eSection 11.3(a) will shall be deemed reasonably withheld if based upon any reasonable factor, including, without limitation, any or all of the following factors: (i) if the Building is less proposed Transfer would result in more than eighty percent two subleases of portions of the Premises being in effect at any one time during the Term; (80%ii) occupied, if the net effective rent payable by the Transferee (adjusted on a rentable square foot basis) is less than the net effective rent then being quoted by Landlord for new leases in the Building for comparable size space for a comparable period of time; (iiiii) the proposed Transferee is an existing tenant of the Building or is negotiating with Landlord (or has negotiated with Landlord in the last six (6) months for space in the Building; (iv) the proposed Transferee is a governmental entity; (iiiv) the portion of the Premises to be sublet or assigned is irregular in shape with inadequate means of ingress and egress; (ivvi) the use of the Premises by the Transferee (A) is not permitted by the use provisions in Paragraph 8 Article 10 hereof, or (B) violates any exclusive use granted by Landlord to another tenant in the Building, or (C) otherwise poses a risk of increased liability to Landlord; (vvii) the Transfer would likely result in a significant and inappropriate increase in the use of the parking areas or Development Common Areas by the Transferee's employees or visitors, and/or significantly increase the demand upon utilities and services to be provided by Landlord to the Premises; (viviii) the Transferee does not have the financial capability to fulfill the obligations imposed by the Transfer and this LeaseTransfer; (viiix) the Transferee is not in Landlord's reasonable opinion of reputable or good character or consistent with Landlord's desired tenant mix; or (viiix) the Transferee poses is a business real estate developer or other economic risk which Landlord deems unacceptablelandlord or is acting directly or inidirectly on behalf of a real estate developer or landlord.

Reasonable Disapproval. Landlord and Tenant hereby acknowledge that Landlord's disapproval of any proposed Transfer pursuant to Subparagraph 24(e) will be deemed reasonably withheld if based upon any reasonable factor, including, without limitation, any or all of the following factors: (i) if the Building is less than eighty percent (80%) occupied, if the net effective rent payable by the Transferee (adjusted on a rentable square foot basis) is less than the net effective rent then being quoted by Landlord for new leases in the Building for comparable size space for a comparable period of time; (ii) the proposed Transferee is a governmental entity; (iii) the portion of the Premises to be sublet or assigned is irregular in shape with inadequate means of ingress and egress; (iv) the use of the Premises by the Transferee (A) is not permitted by the use provisions in Paragraph 8 hereof, (B) violates any exclusive use granted by Landlord to another tenant in the Building, or (C) otherwise poses a risk of increased liability to Landlord; (v) the Transfer would likely result in a significant and inappropriate increase in the use of the parking areas or Development Common Areas by the Transferee's employees or visitors, and/or significantly increase the demand upon utilities and services to be provided by Landlord to the Premises; or (vi) the Transferee does not have the financial capability to fulfill the obligations imposed by the Transfer and this Lease; (vii) the Transferee is not in Landlord's reasonable opinion consistent with Landlord's desired tenant mix; or (viii) the Transferee poses a business or other economic risk which Landlord deems unacceptable.

Reasonable Disapproval. Landlord and Tenant hereby acknowledge that Landlord's disapproval of any proposed Transfer pursuant to Subparagraph subparagraph 24(e) will be deemed reasonably withheld if based upon any reasonable factor, including, without limitation, any or all of the following factors: (i) if the Building is less than eighty seventy percent (8070%) occupied, if the net effective rent payable by the Transferee (adjusted on a rentable square foot basis) is less than the net effective rent then being quoted by Landlord for new leases in the Building for comparable size space for a comparable period of time; (ii) the proposed Transferee is a governmental entity; (iii) the portion of the Premises to be sublet or assigned is irregular in shape with inadequate means of ingress and egress; (iv) the use of the Premises by the Transferee (A) is not permitted by the use provisions in Paragraph 8 hereof, (B) violates any exclusive use granted by Landlord to another tenant in the Building, or (C) otherwise poses a risk of increased liability to Landlord; (v) the Transfer would likely result in a significant and inappropriate increase in the use of the parking areas or Development Common Areas by the Transferee's employees or visitors, and/or significantly increase the demand upon utilities and services to be provided by Landlord to the Premises; (vi) the Transferee does not have the financial capability to fulfill the obligations imposed by the Transfer and this Lease; (vii) the Transferee is not in Landlord's reasonable opinion consistent with Landlord's desired tenant mix; or (viii) the Transferee poses a business or other economic risk which Landlord deems unacceptable.

Reasonable Disapproval. Landlord and Tenant hereby acknowledge that Landlord's disapproval of any proposed Transfer (other than a Permitted Transfer) pursuant to Subparagraph 24(eSection 14.3(a) will shall be deemed reasonably withheld if based upon any reasonable factor, including, without limitation, any or all of the following factors: (ia) if the Building is less proposed Transfer would result in more than eighty percent two subleases of portions of the Premises being in effect at any one time during the Term; (80%b) occupied, if the net effective rent payable by the Transferee (adjusted on a rentable square foot basis) is less than the net effective rent then being quoted by Landlord for new leases in the Building for comparable size space for a comparable period of timetime (however, this factor may only be considered if Landlord has space at the Project that can satisfy such Transferee's space needs); (iic) the proposed Transferee is a governmental entityan existing tenant of the Project (and Landlord has space at the Project that can satisfy such Transferee's space needs) or the proposed Transferee is negotiating with Landlord (or has negotiated with Landlord in the last two (2) months) for space in the Project; (iiid) the portion of the Premises to be sublet or assigned is irregular in shape with inadequate means of ingress and egress; (ive) the use of the Premises by the Transferee (Ai) is not permitted by the use provisions in Paragraph 8 Section 6 hereof, or (Bii) violates any exclusive use granted by Landlord to another tenant in the Building, or (C) otherwise poses a risk of increased liability to Landlord; (vf) the Transfer would likely result in a significant and inappropriate increase in the use of the parking areas or Development Common Areas by the Transferee's employees or visitors, and/or significantly increase the demand upon utilities and services to be provided by Landlord to the Premises; (vig) the Transferee does not have the financial capability to fulfill the obligations imposed by the Transfer and this LeaseTransfer; or (viih) the Transferee is not in Landlord's reasonable opinion of reputable or good character or consistent with Landlord's desired Landxxxx'x xesired tenant mix; . Notwithstanding any contrary provision of this Lease, if Tenant or (viii) any proposed Transferee claims that Landlord has unreasonably withheld or delayed its consent to a proposed Transfer or otherwise has breached its obligations under this Section 14, Tenant's and such Transferee's only remedy shall be to seek a declaratory judgment and/or injunctive relief, and Tenant, on behalf of itself and, to the extent permitted by law, such proposed Transferee poses a business waives all other remedies against Landlord, including, without limitation, the right to seek monetary damages or other economic risk which Landlord deems unacceptableto terminate this Lease.

Reasonable Disapproval. Landlord and Tenant hereby acknowledge that Landlord's disapproval of any proposed Transfer pursuant to Subparagraph SUBPARAGRAPH 24(e) will be deemed reasonably withheld if based upon any reasonable factor, including, without limitation, any or all of the following factors: (i) if the Building is less than eighty percent (80%) occupied, if the net effective rent payable by the Transferee (adjusted on a rentable square foot basis) is less than the net effective rent then being quoted by Landlord for new leases in the Building for comparable size space for a comparable period of time; (ii) the proposed Transferee is a governmental entity; (iii) the portion of the Premises to be sublet or assigned is irregular in shape with inadequate means of ingress and egress; (iv) the use of the Premises by the Transferee (A) is not permitted by the use provisions in Paragraph PARAGRAPH 8 hereof, or (B) violates any exclusive use granted granted, by Landlord to another tenant in the Building, or (C) otherwise poses a risk of increased liability to Landlord; (v) the Transfer would likely result in a significant and inappropriate increase in the use of the parking areas or Development Common Areas by the Transferee's employees or visitors, and/or significantly increase the demand upon utilities and services to be provided by Landlord to the Premises; (vi) the Transferee does not have the financial capability to fulfill the obligations imposed by the Transfer transfer and this Lease; or (vii) the Transferee is not in Landlord's reasonable opinion consistent with Landlord's desired tenant mix; . In the event Landlord withholds or conditions its consent and Tenant or any proposed Transferee claims that Landlord has unreasonably withheld or delayed its consent under SUBPARAGRAPH 24(f) or otherwise has breached or acted unreasonably under this PARAGRAPH 24, their sole remedies shall be a declaratory judgment and an injunction for the relief sought without any monetary damages, and Tenant hereby waives all other remedies on its own behalf and, to the extent permitted under all applicable laws, on behalf of the proposed Transferee. In any such action, each party shall bear its own attorneys' fees. Tenant shall indemnify, defend and hold harmless Landlord from any and all liability, losses, claims, damages, costs, expenses, causes of action and proceedings involving any third party or parties (viiiincluding without limitation Tenant's proposed subtenant or assignee) the Transferee poses a business who claim they were damaged by Landlord's wrongful withholding or other economic risk which Landlord deems unacceptableconditioning of Landlord's consent.

Reasonable Disapproval. Landlord and Tenant hereby acknowledge that Landlord's disapproval of any proposed Transfer pursuant to Subparagraph 24(eSection 9.03(b) will be deemed reasonably withheld if based upon any reasonable factor, including, without limitation, any or all of the following factors: (i) if the Building is less than eighty percent (80%) occupied, if the net effective rent payable by the Transferee (adjusted on a rentable square foot basis) is less than the net effective rent then being quoted by Landlord for new leases in the Building for comparable size space for a comparable period of time, taking into consideration whether such proposed Transfer is an assignment or sublease, as applicable, the length of the remaining Term and the incentives given to the subtenant or assignee, as the case may be (i.e., improvements made to prepare the premises demised under the sublease or assignment, as applicable, for such subtenant's or assignee's occupancy and free rent); (ii) the proposed Transferee is a governmental entityGovernmental Entity, if the proposed Transferee is entitled, directly or indirectly, to diplomatic or sovereign immunity or shall not be subject to the service of process in, and the jurisdiction of, the courts of the State of California; (iii) the portion of the Premises to be sublet or assigned is irregular in shape with inadequate means of ingress and egress; (iv) the use of the Premises by the Transferee (A) is not permitted by the use provisions in Paragraph 8 Article V hereof, or (B) violates any exclusive use granted by Landlord to another tenant in the Building, Project or (C) otherwise poses a risk of increased liability to Landlordthe Facility; (v) the Transfer would likely result in an increase (other than to a significant and inappropriate increase de minimus extent) in the use of the parking areas Parking Facilities or Development Common Areas Area by the Transferee's employees or visitors, and/or significantly increase (other than to a de minimis extent) the demand upon utilities and services to be provided by Landlord to the PremisesPremises or the Facility; (vi) the Transferee is not a reputable person or entity or does not have the financial capability to fulfill the obligations imposed by the Transfer and this LeaseLease (or has not furnished Landlord with reasonable proof thereof); or (vii) the proposed Transferee is engaged in a business or activity, or the Premises or the relevant part thereof, will be used in a manner, which is not in keeping with the then standards of the Building or the Facility; (viii) there shall be more than three (3) subtenants of the Premises; (ix) Tenant shall have advertised or publicized in any form of media the availability of the Premises without prior notice to and approval by Landlord, or if any such advertisement shall state the name (as distinguished from the address) of the Facility, the Building or the proposed rental; it being understood and agreed that Landlord's reasonable opinion approval of any such media advertisement shall not be unreasonably withheld or delayed provided that any such media advertisement shall be prepared in a first- class manner consistent with Landlord's desired tenant mixprofessional standards; or (viiix) the Transferee poses a business form of the proposed sublease or other economic risk which Landlord deems unacceptableinstrument of assignment (A) shall not be in form reasonably satisfactory to Landlord, or (B) shall not comply with the applicable provisions of this Article IX.