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 16.3 shall be deemed reasonably withheld if based upon any reasonable factor, including, without limitation, any or all of the following factors: (a) the proposed Transfer would result in more than two (2) subleases of portions of the Premises being in effect at any one time during the Term; (b) the proposed Transferee is an existing tenant of the Project or is presently negotiating with Landlord (unless Landlord cannot accommodate the space requirement of the proposed Transferee within a reasonable time frame) for space in the Project; (c) the proposed Transferee is a governmental entity; (d) the use of the Premises by the Transferee (i) is not permitted by the use provisions in Paragraph 8 hereof, or (ii) violates any exclusive use granted by Landlord to another tenant in the Project; (e) the Transfer would likely result in a significant increase in the use of the parking areas or Common Areas by the Transferee's employees or visitors, and/or significantly increase the demand upon utilities and services to be provided by Landlord to the Premises; (f) the Transferee does not have the financial capability to fulfill the obligations imposed by the Transfer; (g) the Transferee is not in Landlord's reasonable opinion of reputable or good character or consistent with Landlord's reasonably desired tenant mix; or (h) the Transferee is a real estate developer or is acting directly or indirectly on behalf of a real estate developer.

Reasonable Disapproval. Landlord and Tenant hereby acknowledge that Without limiting in any way Landlord's disapproval of any proposed Transfer pursuant ’s right to Subparagraph 16.3 shall be deemed reasonably withheld if based upon withhold its consent on any reasonable factorgrounds, includingit is agreed that Landlord will not be acting unreasonably in refusing to consent to a Transfer if, without limitation, any or all of the following factorsin Landlord’s reasonable opinion: (a) the proposed Transfer would result in more than two (2) subleases of portions of the Premises being in effect at any one time during the Term; (b) the net worth or financial capabilities of a proposed assignee is less than that of Tenant and each guarantor of this Lease, if any, or the proposed assignee or subtenant does not have the financial capability to fulfill the obligations imposed by the Transfer; (c) the proposed Transferee is an existing tenant of the Project Building or Property or is presently negotiating with Landlord (unless or has negotiated with Landlord cannot accommodate in the space requirement of the proposed Transferee within a reasonable time framelast six (6) months) for space in the ProjectBuilding or the Property; (cd) the proposed Transferee is a governmental entity; (de) the portion of the Premises to be sublet or assigned is irregular in shape with inadequate means of ingress and egress; (f) the proposed Transfer involves a change of use of the Premises by the Transferee (i) is not permitted by the use provisions in Paragraph 8 hereof, or (ii) violates would violate any exclusive use granted by covenant to which Landlord to another tenant in the Projectis bound; (eg) the Transfer would likely result in a significant increase in the use of the parking areas or Common Areas by the Transferee's ’s employees or visitors, and/or significantly increase the demand upon utilities and services to be provided by Landlord to the Premises; or (f) the Transferee does not have the financial capability to fulfill the obligations imposed by the Transfer; (gh) the Transferee is not in Landlord's ’s reasonable opinion of reputable or good character or consistent with Landlord's reasonably ’s desired tenant mix; or (h) mix for the Transferee is a real estate developer or is acting directly or indirectly on behalf of a real estate developerBuilding.

Reasonable Disapproval. Landlord and Tenant hereby acknowledge that Landlord's disapproval of any proposed Transfer pursuant to Subparagraph 16.3 Section 11.3 shall be deemed reasonably withheld if based upon any reasonable factor, including, without limitation, any or all of the following factors: (ai) the proposed Transfer would result in more than two (2) subleases of portions of the Premises being in effect at any one time during the TermTerm (other than subleases which do not require the prior approval of Landlord); (bii) the net effective rent payable by the Transferee (adjusted on a rentable square foot basis) is less than the net effective rent then being quoted by Landlord for new leases in the Building for comparable size space for a comparable period of time; (iii) the proposed Transferee is an existing tenant of the Project Building or is presently negotiating with Landlord (unless Landlord cannot accommodate the space requirement of the proposed Transferee within a reasonable time frame) for space in the ProjectLandlord; (civ) the proposed Transferee is a governmental entity; (dv) the portion of the Premises to be sublet or assigned is irregular in shape with inadequate means of ingress and egress; (vi) the use of the Premises by the Transferee (iA) is not permitted by the use provisions in Paragraph 8 Article 10 hereof, or (iiB) violates any exclusive use granted by Landlord to another tenant in the ProjectBuilding (to the extent such exclusive is disclosed to Tenant); (evii) the Transfer would likely result in a significant increase in the use of the parking areas or Common Areas by the Transferee's employees or visitorsvisitor, and/or significantly increase the demand upon utilities and services to be provided by Landlord to the Premises; (fviii) the Transferee does not have the financial capability to fulfill the obligations imposed by the Transfer; (gix) the Transferee is not in Landlord's reasonable opinion of reputable or good character or consistent with Landlord's reasonably desired tenant mix; or (hx) the Transferee is a real estate developer or landlord or is acting directly or indirectly on behalf of a real estate developerdeveloper or landlord.

Reasonable Disapproval. Landlord and Tenant hereby acknowledge that Without limiting in any way Landlord's disapproval of any proposed Transfer pursuant ’s right to Subparagraph 16.3 shall be deemed reasonably withheld if based upon withhold its consent on any reasonable factorgrounds, includingit is agreed that Landlord will not be acting unreasonably in refusing to consent to a Transfer if, without limitation, any or all of the following factorsin Landlord’s reasonable opinion: (a) the proposed Transfer would result in more than two (2) subleases of portions of the Premises being in effect at any one time during the Term; (b) the net worth of a proposed assignee is materially less than that of Tenant and each guarantor of this Lease, if any; (c) the proposed Transferee is an existing tenant of the Project or is presently negotiating with Landlord (unless Landlord cannot accommodate the space requirement of the proposed Transferee within a reasonable time frame) for space in the ProjectBuilding or the Property or has negotiated with Landlord for space in the Building or Property within the past 6 months and Landlord has space available to satisfy such Transferee’s requirement (in either case the terms “negotiating” and “negotiated” shall be evidenced by a fully signed term sheet, signed letter of intent, signed lease or an amendment of lease fully signed); (cd) the proposed Transferee is a governmental entity; (de) the portion of the Premises to be sublet or assigned is irregular in shape with inadequate means of ingress and egress; (f) the proposed Transfer involves a material change of use of the Premises by the Transferee (i) is not permitted by the use provisions in Paragraph 8 hereof, or (ii) violates would violate any exclusive use granted by covenant to which Landlord to another tenant in the Projectis bound; (eg) the Transfer would likely result in a significant material increase in the use of the parking areas or Common Areas by the Transferee's ’s employees or visitors, and/or significantly materially increase the demand upon utilities and services to be provided by Landlord to the Premises; or (f) the Transferee does not have the financial capability to fulfill the obligations imposed by the Transfer; (gh) the Transferee is not in Landlord's ’s reasonable opinion of reputable or good character or consistent with Landlord's reasonably desired tenant mix; or (h) the Transferee is a real estate developer or is acting directly or indirectly on behalf of a real estate developercharacter.

Reasonable Disapproval. Landlord and Tenant hereby acknowledge that Without limiting in any way Landlord's disapproval of any proposed Transfer pursuant ’s right to Subparagraph 16.3 shall be deemed reasonably withheld if based upon withhold its consent on any reasonable factorgrounds, includingit is agreed that Landlord will not be acting unreasonably in refusing to consent to a Transfer if, without limitation, any or all of the following factorsin Landlord’s reasonable opinion: (a) the proposed Transfer would result in more than two (2) subleases of portions of the Premises being in effect at any one time during the Term; (b) the net worth or financial capabilities of a proposed assignee is less than that of Tenant and each guarantor of this Lease, if any, or the proposed assignee or subtenant does not have the financial capability to fulfill the obligations imposed by the Transfer; (c) the proposed Transferee is an existing tenant of the Project Facility or is presently negotiating with Landlord (unless or has negotiated with Landlord cannot accommodate in the space requirement of the proposed Transferee within a reasonable time framelast six (6) months) for space in the ProjectFacility; (cd) the proposed Transferee is a governmental entity; (de) the portion of the Premises to be sublet or assigned is irregular in shape with inadequate means of ingress and egress; (f) the proposed Transfer involves a change of use of the Premises by the Transferee (i) is not permitted by the use provisions in Paragraph 8 hereof, or (ii) violates would violate any exclusive use granted by covenant to which Landlord to another tenant in the Projectis bound; (eg) the Transfer would likely result in a significant increase in the use of the parking areas or Common Areas by the Transferee's ’s employees or visitors, and/or significantly increase the demand upon utilities and services to be provided by Landlord to the Premises; or (f) the Transferee does not have the financial capability to fulfill the obligations imposed by the Transfer; (gh) the Transferee is not in Landlord's ’s reasonable opinion of reputable or good character or consistent with Landlord's reasonably ’s desired tenant mix; or (h) mix for the Transferee is a real estate developer or is acting directly or indirectly on behalf of a real estate developerFacility.

Reasonable Disapproval. Landlord and Tenant hereby acknowledge that Without limiting in any way Landlord's disapproval of any proposed Transfer pursuant ’s right to Subparagraph 16.3 shall be deemed reasonably withheld if based upon withhold its consent on any reasonable factorgrounds, includingit is agreed that Landlord will not be acting unreasonably in refusing to consent to a Transfer if, without limitation, any or all of the following factorsin Landlord’s reasonable opinion: (a) the proposed Transfer would result in more than two (2) three subleases of portions of the Premises being in effect at any one time during the Term; (b) the net worth or financial capabilities of a proposed assignee or subtenant is insufficient to meet the obligations assumed under this Lease or a sublease; (c) the proposed Transferee is an existing tenant of the Project Building or Property or is presently negotiating with Landlord (unless or has negotiated with Landlord cannot accommodate in the space requirement of the proposed Transferee within a reasonable time framelast six (6) months) for space in the ProjectBuilding or the Property (as demonstrated by an exchange of proposals or other negotiations during the preceding six (6) month period) and, in either case, Landlord has reasonably comparable space at the Property available; (cd) the proposed Transferee is a governmental entity; (de) the portion of the Premises to be sublet or assigned is irregular in shape with inadequate means of ingress and egress; (f) the proposed Transfer involves a change of use of the Premises by the Transferee (i) is not permitted by the use provisions in Paragraph 8 hereof, or (ii) violates would violate any exclusive use granted by covenant to which Landlord to another tenant in the Projectis bound; (eg) the Transfer would likely result in a significant increase in the use of the parking areas or Common Areas by the Transferee's ’s employees or visitors, and/or significantly increase the demand upon utilities and services to be provided by Landlord to the Premises; or (f) the Transferee does not have the financial capability to fulfill the obligations imposed by the Transfer; (gh) the Transferee is not in Landlord's ’s reasonable opinion of reputable or good character or consistent with Landlord's reasonably ’s desired tenant mix; or (h) mix for the Transferee is a real estate developer or is acting directly or indirectly on behalf of a real estate developerBuilding.

Reasonable Disapproval. Landlord and Tenant hereby acknowledge that Without limiting in any way Landlord's disapproval of any proposed Transfer pursuant right to Subparagraph 16.3 shall be deemed reasonably withheld if based upon withhold its consent on any reasonable factorgrounds, includingit is agreed that Landlord will not be acting unreasonably in refusing to consent to a Transfer if, without limitation, any or all of the following factorsin Landlord's reasonable opinion: (a) the proposed Transfer would result in more than two (2) subleases of portions of assignee or subtenant does not have the Premises being in effect at any one time during financial capability to fulfill the Termobligations imposed by the Transfer; (b) intentionally omitted; (c) the proposed Transferee is an existing tenant of the Project or is presently negotiating with Landlord (unless or has negotiated with Landlord cannot accommodate in the space requirement of the proposed Transferee within a reasonable time framelast six (6) months) for space in the ProjectBuilding or the Property; (cd) the proposed Transferee is a governmental entity; (de) the portion of the Premises to be sublet or assigned is irregular in shape with inadequate means of ingress and egress; (f) the proposed Transfer involves a change of use of the Premises by the Transferee (i) is not permitted by the use provisions in Paragraph 8 hereof, or (ii) violates would violate any exclusive use granted by covenant to which Landlord to another tenant in the Projectis bound; (eg) the Transfer would likely result in a significant increase in the use of the parking areas or Common Areas by the Transferee's employees or visitors, and/or significantly increase the demand upon utilities and services to be provided by Landlord to the Premises; or (f) the Transferee does not have the financial capability to fulfill the obligations imposed by the Transfer; (gh) the Transferee is not in Landlord's reasonable opinion of reputable or good character or consistent with Landlord's reasonably desired tenant mix; or (h) mix for the Transferee is a real estate developer or is acting directly or indirectly on behalf of a real estate developerBuilding.

Reasonable Disapproval. Landlord and Tenant hereby acknowledge that Without limiting in any way Landlord's disapproval of any proposed Transfer pursuant ’s right to Subparagraph 16.3 shall be deemed reasonably withheld if based upon withhold its consent on any reasonable factorgrounds, includingit is agreed that Landlord will not be acting unreasonably in refusing to consent to a Transfer if, without limitation, any or all of the following factorsin Landlord’s reasonable opinion: (a) the net worth or financial capabilities of a proposed Transfer would result in more assignee is less than two (2) subleases that of portions Tenant and each guarantor of the Premises being in effect at any one time during the Term; (b) this Lease, if any, or the proposed Transferee is an existing tenant of the Project or is presently negotiating with Landlord (unless Landlord cannot accommodate the space requirement of the proposed Transferee within a reasonable time frame) for space in the Project; (c) the proposed Transferee is a governmental entity; (d) the use of the Premises by the Transferee (i) is not permitted by the use provisions in Paragraph 8 hereof, or (ii) violates any exclusive use granted by Landlord to another tenant in the Project; (e) the Transfer would likely result in a significant increase in the use of the parking areas or Common Areas by the Transferee's employees or visitors, and/or significantly increase the demand upon utilities and services to be provided by Landlord to the Premises; (f) the Transferee assignee does not have the financial capability to fulfill the obligations imposed by the Transfer, and Tenant has been released from the Lease obligations; (gb) the proposed Transferee is a governmental entity; (c) the portion of the Premises to be sublet or assigned is irregular in shape with inadequate means of ingress and egress; (d) the proposed Transfer involves a change of use of the Premises or would violate any exclusive use covenant to which Landlord is bound; (e) the Transferee is not in Landlord's ’s reasonable opinion of reputable or good character or consistent with Landlord's reasonably desired tenant mix; tenants of Comparable Buildings, or (hf) the proposed Transferee is a real estate developer an existing tenant of the Building or Property or is acting directly negotiating with Landlord (or indirectly on behalf of has negotiated with Landlord in the last six (6) months as evidenced by a real estate developerwritten proposal submitted to such party by Landlord) for space in the Building or the Property.