Common use of Consent Not to be Unreasonably Withheld Clause in Contracts

Consent Not to be Unreasonably Withheld. If Landlord does not exercise its applicable option under Section 13.2, then Landlord will not unreasonably withhold or delay its consent to the proposed assignment or subletting if each of the following conditions is satisfied: (a) the proposed transferee, in Landlord’s reasonable opinion, has sufficient financial capacity and business experience to perform Tenant’s obligations under this Lease; (b) the proposed transferee will make use of the Premises which in Landlord’s reasonable opinion (i) is lawful, (ii) is consistent with the permitted Use of the Premises under this Lease, (iii) is consistent with the general character of business carried on by tenants of similar office buildings, (iv) does not conflict with any exclusive rights or covenants not to compete in favor of any other tenant or proposed tenant of the Building, (v) will not increase the likelihood of damage or destruction to the Building, (vi) will not increase the rate of wear and tear to the Premises or Common Areas, (vii) will not cause an increase in insurance premiums for insurance policies applicable to the Building, and (viii) will not require new tenant improvements incompatible with then-existing Building systems and components; (c) the proposed transferee does not have a poor reputation in the general business community (such as a reputation for engaging in illegal or unethical business practices); (d) the proposed transferee, at the time of the proposed transfer, is neither a tenant in any building owned or managed by Landlord or any affiliate of Landlord in the same city in which the Building is located, nor a party with whom Landlord is then negotiating for the lease of space in the Building; (e) if the proposed transfer is a sublease, the rent which the proposed transferee will be required to pay will be equal to at least 100% of the then-current market rent for the portion of the Premises being sublet; and In the event the proposed transfer is a sublease and the rent collected by the Tenant is more than the contracted rate, the Tenant will split the excess amounts over the Lease obligation with the Landlord on a 50/50 basis. (f) at the time of the proposed transfer no “Default” (as defined in Section 20.1) exists under this Lease.

Consent Not to be Unreasonably Withheld. If Landlord does not exercise its applicable option under Section 13.2, a Recapture Right as described above then Landlord will shall notify Tenant no later than the end of the Recapture Period, whether Landlord consents to the proposed Transfer, and, if Landlord fails to so notify Tenant within the Recapture Period, Landlord shall be deemed to have consented to the proposed Transfer. Landlord shall be permitted to consider any reasonable factor in determining whether or not unreasonably to withhold or delay its consent to the a proposed assignment or subletting sublease. Without limiting the other instances in which it may be reasonable for Landlord to withhold its consent to an assignment or sublease, it shall be reasonable for Landlord to withhold its consent if each any of the following conditions is are not satisfied: (a) The proposed transferee shall be at least as creditworthy as is Tenant as of the proposed transfereedate hereof, in Landlord’s reasonable opinion, has sufficient and shall have the financial capacity strength and business experience stability to perform Tenant’s all obligations under this LeaseLease to be performed by Tenant; (b) the The proposed transferee will make use of the Premises which in Landlord’s reasonable opinion Space by the transferee shall (i) is lawfulcomply with the provisions of Article 6 hereof, (ii) is consistent with the permitted Use of the Premises under this Lease, (iii) is be consistent with the general character of business businesses carried on by other tenants of similar office buildingsspace in the Project or by tenants of a first-class business park, (iii) not be manufacturing, (iv) does not conflict with any exclusive rights or covenants not to compete in favor of any other tenant or proposed tenant of the Building, (v) will not increase the likelihood of damage or destruction to the Buildingdestruction, (viv) will not increase the rate of wear and tear be likely to the Premises or Common Areas, (vii) will not cause an increase in insurance premiums for insurance policies applicable to the BuildingPremises or the Project, and (viiivi) will not require new tenant improvements incompatible with then-existing Building systems and componentsotherwise have or cause a material adverse impact on the Premises, the Project or Landlord’s interest therein; (c) the proposed transferee does not have a poor reputation in the general business community (Any ground lessor or mortgagee whose consent to such as a reputation for engaging in illegal or unethical business practices);transfer is required fails to consent thereto; and (d) the proposed transferee, at At the time of the proposed transferrequest, is neither a tenant in no Event of Default under this Lease, or under any building owned or managed by other lease between Tenant and Landlord or any affiliate of Landlord in Landlord, shall have occurred and be continuing. Tenant shall have the same city in which the Building is located, nor a party with whom Landlord is then negotiating for the lease burden of space in the Building; (e) if the proposed transfer is a sublease, the rent which the proposed transferee will be required to pay will be equal to at least 100% demonstrating that each of the then-current market rent for the portion of the Premises being sublet; and In the event the proposed transfer is a sublease and the rent collected by the Tenant is more than the contracted rate, the Tenant will split the excess amounts over the Lease obligation with the Landlord on a 50/50 basisforegoing conditions has been satisfied. (f) at the time of the proposed transfer no “Default” (as defined in Section 20.1) exists under this Lease.

Consent Not to be Unreasonably Withheld. If Landlord does not exercise its applicable option under accept Tenant's offer within thirty (30) days after receipt of it, as provided in Section 13.29.2, above, then Landlord will not unreasonably withhold or delay its consent to the proposed Tenant's request for consent to such specific assignment or subletting sublease if each the conditions in Section 9.3, above, and all of the following conditions is are satisfied: (a) The proposed transferee has acceptable net worth to Landlord and satisfied Landlord's then-current credit standards for tenants of the proposed transfereeBuilding, and in Landlord’s reasonable opinion, 's opinion has sufficient the financial capacity strength and business experience stability to perform Tenant’s all obligations under this Lease;Lease to be performed by Tenant as and when they fall due. (b) the The proposed transferee will make use of the Premises which in Landlord’s 's reasonable opinion (i) is lawful, (ii) is consistent with the permitted Use use of the Premises under this Lease, (iii) is consistent with the general character of business carried on by tenants of similar a first class office buildingsbuilding, (iv) does not conflict with any exclusive rights or covenants not to compete in favor of any other tenant Tenant or proposed tenant of Tenant in the BuildingProject, (v) will not increase the likelihood of damage or destruction to the Buildingdestruction, (vi) will not increase the rate of wear and tear to the Premises Premises, Building common facilities, or Common AreasProject, (vii) will not likely cause an increase in insurance premiums for insurance policies applicable to the BuildingProject, and (viii) will not require new tenant Tenant improvements incompatible with then-then existing Building or Project systems and components;. (c) Tenant pays Landlord's reasonable attorneys' fees and costs incurred in connection with negotiation, review and processing of the transfer, plus a processing fee not to exceed $500.00 for each such request. (d) Landlord is paid any increase in the Security Deposit required by Landlord and permitted by law. (e) The proposed transferee does not have a poor has demonstrated to the reasonable satisfaction of Landlord that it has good character, moral stability and good reputation in the general business community (such as a reputation for engaging in illegal or unethical business practices);community. (df) the proposed transferee, at At the time of the proposed transfer, there is neither a tenant in any building owned or managed by Landlord or any affiliate no Event of Landlord in the same city in which the Building is located, nor a party with whom Landlord is then negotiating for the lease of space in the Building; (e) if the proposed transfer is a sublease, the rent which the proposed transferee will be required to pay will be equal to at least 100% of the then-current market rent for the portion of the Premises being sublet; and In the event the proposed transfer is a sublease and the rent collected by the Tenant is more than the contracted rate, the Tenant will split the excess amounts over the Lease obligation with the Landlord on a 50/50 basis. (f) at the time of the proposed transfer no “Default” (as defined in Section 20.1) exists Default under this Lease. (g) The proposed transferee is not a tax-exempt entity as defined in the Internal Revenue Code of 1986, as amended. (h) At least 75% of the Rentable Area of the Building is leased to paying tenants. (i) The transfer will not otherwise have or cause a material adverse impact on Landlord's interests, the Building, the Premises or the Project. (j) If Landlord consents to the proposed assignment or sublease, Tenant complies with the further provisions of Sections 9.5 and 9.6, below. Tenant shall have the burden of demonstrating that each of the foregoing conditions is satisfied.

Consent Not to be Unreasonably Withheld. If Landlord does not exercise its applicable option under Section 13.2, then Landlord will not unreasonably withhold or delay its ITS consent to the proposed assignment or o subletting if each of the following conditions is satisfied: (a) the proposed transferee, in Landlord’s reasonable 's opinion, has sufficient financial capacity and an business experience to perform Tenant’s 's obligations under this Lease; (b) the proposed transferee will make use of the Premises which in Landlord’s 's reasonable opinion (i1) is lawful, ; (ii2) is consistent with the permitted Permitted Use of the Premises under this Lease, ; (iii3) is i consistent with the general character of business carried on uses conducted by tenants of similar office buildings, (iv) does not conflict with any exclusive rights or covenants not to compete in favor of any the other tenant or proposed tenant occupants of the Building, Gunbarrel Technical Center; (v4) will not increase the likelihood of damage or destruction to the Building, ; (vi5) will not increase the rate of wear and tear to the Premises or Common Areas, Building; and (vii6) will not cause an increase in insurance premiums for insurance policies applicable to the Building, and (viii) will not require new tenant improvements incompatible with then-existing Building systems and components; (c) the proposed transferee does not have a poor reputation in the general business community (such as a reputation for engaging in illegal or unethical business practices); (d) if the proposed transfer is a sublease, the rent which the proposed transferee will be required to pay will be equal to at least 90% of the then-current market rent for the portion of the premises being sublet; (e) the proposed transferee, at the time of the proposed transfer, is neither a tenant in any building owned or managed by Landlord or any affiliate Affiliate of Landlord in the same city county in which the Building is located, nor a party with whom Landlord is then negotiating for the lease of space in the BuildingGunbarrel Technical Center; (e) if the proposed transfer is a sublease, the rent which the proposed transferee will be required to pay will be equal to at least 100% of the then-current market rent for the portion of the Premises being sublet; and In the event the proposed transfer is a sublease and the rent collected by the Tenant is more than the contracted rate, the Tenant will split the excess amounts over the Lease obligation with the Landlord on a 50/50 basis. (f) at the time of the proposed transfer no “"Default” " (as defined in Section 20.119.1) exists under this Lease.Lease beyond any applicable notice and cure period; and

Consent Not to be Unreasonably Withheld. If Landlord does not exercise its applicable option under Section 13.2, then Landlord will not unreasonably withhold or delay its consent to the proposed assignment or subletting if each of the following conditions is satisfied: (a) the proposed transferee, in Landlord’s reasonable 's REASONABLE opinion, has sufficient financial capacity and business experience to perform Tenant’s 's obligations under this Lease; (b) the proposed transferee will make use of the Premises which in Landlord’s 's reasonable opinion (i1) is lawful, ; (ii2) is consistent with the permitted Permitted Use of the Premises under this Lease, ; (iii3) is consistent with the general character of business carried on uses conducted by the other tenants of similar office buildings, (iv) does not conflict with any exclusive rights or covenants not to compete in favor of any other tenant or proposed tenant of the Building, ; (v4) will not increase the likelihood of damage or destruction to the Building, ; (vi5) will not increase the rate of wear and tear to the Premises or Common Areas, ; (vii6) will not cause an increase in insurance premiums for insurance policies applicable to the Building, ; and (viii7) will not require new tenant improvements incompatible constitute a nuisance or disturb or endanger other tenants of the Building or interfere with then-existing Building systems and componentssuch other tenant's use of their respective premises; (c) the proposed transferee does not have a poor reputation in the general business community (such as a reputation for engaging in illegal or unethical business practices); (d) N/A (e) the proposed transferee, at the time of the proposed transfer, is neither a tenant in any building owned or managed by Landlord or any affiliate of Landlord in the same city in which the Building is located, nor NOT a party with whom Landlord is then negotiating for the lease of space in the Building; (e) if the proposed transfer is a sublease, the rent which the proposed transferee will be required to pay will be equal to at least 100% of the thenUNLESS LANDLORD IS UNABLE TO ACCOMMODATE SUCH PARTY; RWO/06010-current market rent for the portion of the Premises being sublet; and In the event the proposed transfer is a sublease and the rent collected by the Tenant is more than the contracted rate, the Tenant will split the excess amounts over the Lease obligation with the Landlord on a 50/50 basis.007 100300 -8- 29347.4 (f) at the time of the proposed transfer no “"Default” " (as defined in Section 20.1) exists under this Lease.; and

Consent Not to be Unreasonably Withheld. If Landlord does not exercise its applicable option the right granted to Landlord under Section 13.213.2 above, then Landlord will not unreasonably withhold or delay its consent to the proposed assignment or subletting if each of the following conditions is satisfied: (a) the proposed transferee, in Landlord’s reasonable opinion, has sufficient financial capacity and business experience to perform Tenant’s obligations under this Lease; (b) the proposed transferee will make use of the Premises which in Landlord’s reasonable opinion (i) is lawful, (ii) is consistent subject to the Use and otherwise in accordance with the permitted Use terms and conditions of the Premises under this Lease, (iii) is consistent with the general character of business carried on by tenants of similar office buildings, (iv) does not conflict with any exclusive rights or covenants not to compete in favor of any other tenant or proposed tenant of the Building, (v) will not increase the likelihood of damage or destruction to the Building, (vi) will not increase the rate of wear and tear to the Premises or Common Areas, (viiii) will not cause an increase in the rate of insurance premiums for insurance policies applicable to the Building, and (viiiiii) will not require new tenant improvements incompatible with then-existing Building systems and components; (c) the proposed transferee does not have a poor reputation in the general business community (such as a reputation for engaging in illegal or unethical business practices); (d) the proposed transferee, at the time of the proposed transfer, is neither a tenant in any building owned or managed by Landlord or any affiliate of Landlord in the same city in which the Building is located, nor a party with whom Landlord is then negotiating for the lease of space in the Building; (e) if the proposed transfer is a sublease, the rent which the proposed transferee will be required to pay will be equal to at least 10090% of the then-current market rent for the portion of the Premises being sublet; and In the event the proposed transfer is a sublease and the rent collected by the Tenant is more than the contracted rate, the Tenant will split the excess amounts over the Lease obligation with the Landlord on a 50/50 basis.and (f) at the time of the proposed transfer no “Default” (as defined in Section 20.1) exists under this Lease.

Consent Not to be Unreasonably Withheld. If Landlord does not have or does not exercise its an applicable option under Section 13.215.2, then Landlord will not unreasonably withhold withhold, delay or delay condition its consent to the proposed assignment or subletting if each of the following conditions is satisfied: (a) the proposed transferee will make use of the Premises which (i) is lawful, and (ii) is consistent with the permitted use of the Premises under this Lease; and (b) in the event Tenant is requesting an assignment and release from its Lease obligations and the proposed transferee does not meet the minimum net worth requirement stipulated in Section 15.9 hereto, the proposed transferee, in Landlord’s 's commercially reasonable opinion, has sufficient financial capacity and business experience to perform Tenant’s 's obligations under this Lease;; and (bc) the proposed transferee will make use of the Premises which in Landlord’s 's reasonable opinion (i) is lawful, (ii) is consistent with the permitted Use of the Premises under this Lease, (iii) is consistent with the general character of business carried on by tenants of similar office buildings, (iv) does not conflict with any exclusive rights or covenants not to compete in favor of any other tenant or proposed tenant of the BuildingBuilding existing on the Date, and (vii) will not not, in Landlord's reasonable opinion, increase the likelihood of damage or destruction to the Building, (vi) will not increase the rate of wear and tear to the Premises or Common Areas, (vii) will not cause an increase in insurance premiums for insurance policies applicable to the Building, and (viii) will not require new tenant improvements incompatible with then-existing Building systems and components;; and (cd) the proposed transferee is not a party with whom Landlord has negotiated in good faith for the lease of space in the Building in the opinion of both Landlord and said proposed transferee within ninety (90) days prior to Tenant's negotiation with such proposed transferee; and (e) the proposed transferee does not have a poor business reputation or reputation as being an undesirable tenant in the general business community (such as a reputation for engaging in illegal or unethical business practices); (d) the proposed transferee, at the time of the proposed transfer, is neither a tenant in any building owned or managed by Landlord or any affiliate of Landlord in the same city in which the Building is located, nor a party with whom Landlord is then negotiating for the lease of space in the Building; (e) if the proposed transfer is a sublease, the rent which the proposed transferee will be required to pay will be equal to at least 100% of the then-current market rent for the portion of the Premises being subletcommunity; and In the event the proposed transfer is a sublease and the rent collected by the Tenant is more than the contracted rate, the Tenant will split the excess amounts over the Lease obligation with the Landlord on a 50/50 basis.and (f) at the time of the proposed transfer no “"Default” " (as defined in Section 20.1) exists under this Lease.

Consent Not to be Unreasonably Withheld. If Landlord does shall not exercise any of its applicable option options under Section 13.216.2, then then, provided that Tenant shall not be in default of any of Tenant’s obligations under this Lease after notice and the expiration of the applicable cure period, Landlord will shall not unreasonably withhold or delay its consent to the proposed assignment or subletting if referred to in the Notice of Intention, provided that each of the following conditions is shall be satisfied: (a) Tenant shall request Landlord’s consent to the proposed transfereeassignment or subletting in writing and such request shall be accompanied by (i) a statement setting forth the name and address of the proposed assignee or subtenant and the nature of its business, (ii) a reasonably detailed statement describing the proposed use of the Premises, (iii) financial statements prepared by an independent certified public accountant containing the opinion of such accountant reflecting the proposed assignee’s or subtenant’s current financial condition and income and expenses for the past two (2) years, or other evidence satisfactory to Landlord of the financial condition of the proposed assignee or subtenant, and (iv) a fully executed copy of the proposed assignment (which shall contain an assumption agreement complying with the provisions of Section 16.4 below) or sublease, as the case may be. Tenant shall also deliver to Landlord such other or additional information as Landlord may reasonably request; (b) The proposed subtenant or assignee, in Landlord’s reasonable opinion, has shall have sufficient financial capacity and business experience to perform Tenant’s its obligations under the proposed sublease or, in the case of an assignment, this Lease;; and (bc) the proposed transferee will make The use of the Premises which by the proposed assignee or subtenant shall only be for purposes which, in Landlord’s reasonable opinion opinion, (i) is are lawful, (ii) is consistent with are limited to the permitted Use of the Premises under this Lease, (iii) is are consistent with the general character of business carried on by tenants of similar comparable first-class office buildings, (iv) does not conflict buildings in Manhattan and with any exclusive rights or covenants not to compete in favor a majority of any other tenant or proposed tenant the tenants of the Building, (iv) [intentionally deleted], (v) will shall not increase the likelihood of damage or destruction to the Building, (vi) will not increase the rate of wear and tear to the Premises or Common Areas, (vii) will shall not cause an increase in insurance premiums for insurance policies applicable to the Building, and (viii) will not require new tenant improvements incompatible with then-existing Building systems and components; (c) the proposed transferee does not have a poor reputation in the general business community (such as a reputation for engaging in illegal or unethical business practices); (d) the proposed transferee, at the time of the proposed transfer, is neither a tenant in any building owned or managed by Landlord or any affiliate of Landlord in the same city in which the Building is located, nor a party with whom Landlord is then negotiating for the lease of space in the Building; (e) if the proposed transfer is a sublease, the rent which the proposed transferee will be required to pay will be equal to at least 100% of the then-current market rent for the portion of the Premises being sublet; and In the event the proposed transfer is a sublease and the rent collected by the Tenant is more than the contracted rate, the Tenant will split the excess amounts over the Lease obligation with the Landlord on a 50/50 basis. (f) at the time of the proposed transfer no “Default” (as defined in Section 20.1) exists under this Lease.,

Consent Not to be Unreasonably Withheld. If Landlord does not exercise its applicable option under Section 13.215.2, then within said ten (10) business days of the receipt of the documentation set forth in Section 15.2 above, Landlord will either consent to or disapprove of the proposed assignment or sublease. Landlord will not unreasonably withhold or delay its consent to the proposed assignment or subletting if each of the following conditions is satisfied: (a) the proposed transferee, in Landlord’s 's reasonable opinion, has sufficient financial capacity and business experience to perform Tenant’s 's obligations under this Lease;; and (b) the proposed transferee will make use of the Premises which in Landlord’s 's reasonable opinion (i) is lawful, (ii) is consistent with the permitted Use use of the Premises under this Lease, (iii) is consistent with the general character of business carried on by tenants of similar a first-class office buildingsbuilding, (iv) does not conflict with any exclusive rights or covenants not to compete in favor of any other tenant or proposed tenant of the Building, (v) will not increase the likelihood of damage or destruction to the Building, (vi) will not increase the rate of wear and tear to the Premises or Common Areas, (vii) will not cause an increase in insurance premiums for insurance policies applicable to the Building, and (viii) will not require new tenant improvements incompatible with then-existing Building systems and components;; and (c) the proposed transferee does not have a poor business reputation or reputation as being an undesirable tenant in the general business community (such as a reputation for engaging in illegal or unethical business practices);community. (d) the proposed transferee, at the time of the proposed transfer, is neither a tenant in any building owned or managed by Landlord or any affiliate of Landlord in the same city in which the Building is locatedor the ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ for whom Landlord has space of an adequate size to fulfill such tenant's needs in either building, nor a party with whom Landlord is then negotiating for the lease of space in the Building;Building or the ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇; and (e) if the proposed transfer is a sublease, the rent which the proposed transferee will be required to pay will be equal to at least 100% of the then-current market rent for the portion of the Premises being subletIntentionally deleted; and In the event the proposed transfer is a sublease and the rent collected by the Tenant is more than the contracted rate, the Tenant will split the excess amounts over the Lease obligation with the Landlord on a 50/50 basis.and (f) at the time of the proposed transfer no “"Default” " (as defined in Section 20.1) exists under this Lease.

Consent Not to be Unreasonably Withheld. If Landlord does not exercise its applicable option under accept Tenant’s offer within thirty (30) days after receipt of it, as provided in Section 13.29.2, above, then Landlord will not unreasonably withhold or delay its consent to the proposed Tenant’s request for consent to such specific assignment or subletting sublease if each the conditions in Section 9.3, above, and all of the following conditions is are satisfied: (a) The proposed transferee is at least as credit worthy as Tenant when Tenant entered into this Lease, and satisfied Landlord’s then-current credit standards for tenants of the proposed transfereeBuilding, and in Landlord’s reasonable opinion, opinion has sufficient the financial capacity strength and business experience stability to perform Tenant’s all obligations under this Lease;Lease to be performed by Tenant as and when they fall due. Landlord’s Initials Tenant’s Initials (b) the The proposed transferee will make use of the Premises which in Landlord’s reasonable opinion (i) is lawful, (ii) is consistent with the permitted Use use of the Premises under this Lease, (iii) is consistent with the general character of business carried on by tenants of similar a first class office buildingsbuilding, (iv) does not conflict with any exclusive rights or covenants not to compete in favor of any other tenant Tenant or proposed tenant of Tenant in the BuildingProject, (v) will not increase the likelihood of damage or destruction to the Buildingdestruction, (vi) will not increase the rate of wear and tear to the Premises Premises, Building common facilities, or Common AreasProject, (vii) will not likely cause an increase in insurance premiums for insurance policies applicable to the BuildingProject, and (viii) will not require new tenant Tenant improvements incompatible with then-then existing Building or Project systems and components;. (c) Tenant pays Landlord’s reasonable attorneys’ fees and costs incurred in connection with negotiation, review and processing of the transfer, plus a processing fee not to exceed $500,00 for each such request. (d) Landlord is paid any increase in the Security Deposit required by Landlord and permitted by law. (e) The proposed transferee does not have a poor has demonstrated to the reasonable satisfaction of Landlord that it has good character, moral stability and good reputation in the general business community (such as a reputation for engaging in illegal or unethical business practices);community. (df) the proposed transferee, at At the time of the proposed transfer, there is neither a tenant in any building owned or managed by Landlord or any affiliate no Event of Landlord in the same city in which the Building is located, nor a party with whom Landlord is then negotiating for the lease of space in the Building; (e) if the proposed transfer is a sublease, the rent which the proposed transferee will be required to pay will be equal to at least 100% of the then-current market rent for the portion of the Premises being sublet; and In the event the proposed transfer is a sublease and the rent collected by the Tenant is more than the contracted rate, the Tenant will split the excess amounts over the Lease obligation with the Landlord on a 50/50 basis. (f) at the time of the proposed transfer no “Default” (as defined in Section 20.1) exists Default under this Lease. (g) The proposed transferee is not a tax-exempt entity as defined in the Internal Revenue Code of 1986, as amended. (h) At least 75% of the Rentable Area of the Building is leased to paying tenants. (i) The transfer will not otherwise have or cause a material adverse impact on Landlord’s interests, the Building, the Premises or the Project. (j) If Landlord consents to the proposed assignment or sublease, Tenant complies with the further provisions of Sections 9.5 and 9.6, below. Tenant shall have the burden of demonstrating that each of the foregoing conditions is satisfied.

Consent Not to be Unreasonably Withheld. If 16.2.1 Provided that no Event of Default shall be continuing, Landlord does not exercise its applicable option under Section 13.2, then Landlord will shall not unreasonably withhold withhold, condition or delay its consent to the a proposed assignment or subletting if each subletting. Without limitation of the following conditions factors that may be considered by Landlord in evaluating whether to grant or deny its consent to any proposed assignment or subletting, it is satisfiedagreed that Landlord’s consent shall not be deemed unreasonably withheld if: (a) the The proposed transfereesubtenant or assignee, in Landlord’s reasonable opinion, has does not have sufficient financial capacity and business experience to perform Tenant’s its obligations under the proposed sublease or, in the case of an assignment, this Lease; (b) the proposed transferee will make The use of the Premises which by the proposed assignee or subtenant in Landlord’s reasonable sole opinion shall (i) is not be lawful, (ii) is consistent with not be limited to the permitted Use of the Premises under this Lease, (iii) is not be consistent with the general character of business carried on by tenants of similar office buildingscomparable first-class buildings and with a majority of the tenants of the Building, (iv) does not conflict with any exclusive rights or covenants not to compete in favor of any other tenant or proposed tenant of the Building, (v) will not increase the likelihood of damage or destruction to the Building, (vi) will not increase the rate of wear and tear to the Premises or Common Areas, (vii) will not cause an increase in insurance premiums for insurance policies applicable to the Building, and (viiivii) will not require new tenant improvements incompatible with the then-existing Building systems Systems and components, or (viii) impose any additional burdens or costs on Landlord in the operation of the Building; (c) the The proposed transferee does assignee or subtenant, in Landlord’s opinion, shall not be reputable or shall have a poor business reputation or reputation as being an undesirable tenant in the general business community (such as a reputation for engaging in illegal or unethical business practices)community; (d) the proposed transferee, at At the time of Tenant requests ▇▇▇▇▇▇▇▇’s consent to the proposed transfer, is neither a tenant in any building owned the proposed assignee or managed by Landlord subtenant or any affiliate of Landlord in the same city in which the Building is located, nor thereof shall be a party with whom Landlord is then negotiating or has within the past sixty (60) days negotiated for the lease leasing of space in the Building; (e) if The form of the proposed transfer is a sublease, the rent which the proposed transferee will be required to pay will be equal to at least 100% of the then-current market rent for the portion of the Premises being sublet; and In the event the proposed transfer is a assignment or sublease and the rent collected by the Tenant is more than the contracted rate, the Tenant will split the excess amounts over the Lease obligation shall not comply with the Landlord on a 50/50 basis.provisions of this Article 16; (f) at At no time shall there be more than four (4) entities occupying the time Premises, in all cases including Tenant; and (g) The proposed assignee or subtenant shall not be entitled, directly or indirectly, to diplomatic or sovereign immunity, regardless of whether the assignee or subtenant agrees to waive such diplomatic or sovereign immunity. 16.2.2 If Landlord grants its consent to a proposed assignment or sublet and Tenant shall not consummate such assignment or subletting, as the case may be, within ninety (90) days following receipt of Landlord’s consent thereto, Tenant shall not have the right to consummate such assignment or subletting, as the case may be, without again requesting Landlord’s consent thereto and otherwise complying with all of the provisions of this Article 16, including, without limitation, the obligation to deliver to Landlord a Notice of Intention and Landlord shall again be entitled to exercise its right of recapture or to grant or reasonably deny its consent to the proposed transfer no “Default” (Transfer as defined in Section 20.1) exists under this Leaseprovided for herein.

Consent Not to be Unreasonably Withheld. If Landlord does shall not exercise any of its applicable option options under Section 13.216.2, then then, provided that Tenant shall not be in default of any of Tenant's obligations under this Lease, Landlord will shall not unreasonably withhold or delay its consent to the a proposed assignment of this Lease or a proposed subletting if of the nature referred to in the Notice of Intention, provided that each of the following conditions is shall be satisfied: (a) Tenant shall request Landlord's consent to the proposed transfereeassignment or subletting in writing and such request shall be accompanied by, as the case may be, (i) a statement setting forth the name and address of the proposed assignee or subtenant and the nature of its business, (ii) the proposed use of the Premises, (iii) financial statements prepared by an independent certified public accountant containing the opinion of such accountant reflecting the proposed assignee's or subtenant's current financial condition and income and expenses for the past two (2) years, or other evidence satisfactory to Landlord of the financial condition of the proposed assignee or subtenant, and a fully executed copy of the proposed assignment (which shall contain an assumption agreement complying with the provisions of Section 16.4 below) or sublease, as the case may be. Tenant shall also deliver to Landlord such other or additional information as Landlord may reasonably request; and (b) The proposed subtenant or assignee, in Landlord’s 's reasonable opinion, has shall have sufficient financial capacity and business experience to perform Tenant’s its obligations under the proposed sublease or, in the case of an assignment, this Lease;; and (bc) the proposed transferee will make The use of the Premises which by the proposed assignee or subtenant will only be for purposes which, in Landlord’s 's reasonable opinion opinion, (i) is are lawful, (ii) is consistent with are limited to the permitted Use of the Premises under this Lease, (iii) is are consistent with the general character of business carried on by tenants of similar a first-class office buildingsbuildings in midtown Manhattan and with a majority of the tenants of the Building, (iv) does do not conflict with any exclusive rights or covenants not to compete in favor of any other tenant or proposed tenant of the Building, (v) will not increase the likelihood of damage or Or destruction to the Building, (vi) will not increase the rate of wear and tear to the Premises or Common Areas, (vii) will not cause an increase in insurance premiums for insurance policies applicable to the Building, and (viiivii) will not require new tenant improvements incompatible with the then-existing Building systems Systems and components; components and (cviii) the proposed transferee does will not have a poor reputation impose any additional burdens or costs on Landlord in the general business community (such as a reputation for engaging in illegal or unethical business practices);operation of the Building; and (d) The proposed assignee or subtenant shall be reputable; and (e) The proposed assignee or subtenant, or any person who directly or indirectly controls, is controlled by, or is under common control with, the proposed transfereeassignee or subtenant, at the time Tenant requests Landlord's consent and at the time of the proposed transfer, is neither shall not be a tenant in any building owned or managed by Landlord or any affiliate of Landlord occupant in the same city in which the Building is locatedBuilding, nor a party with whom Landlord is then negotiating or has within the past six (6) months negotiated for the lease leasing of space in the Building;; and (ef) if The form of the proposed transfer is a sublease, assignment or sublease shall comply with the rent which the proposed transferee will provisions of this Section 16 and shall be required reasonably satisfactory to pay will be equal Landlord in form and substance; and (g) In addition to at least 100% all of the then-current market rent for the foregoing, a sublease of a portion of the Premises being sublet; shall be subject to all of the following terms and In conditions: (i) The subleased premises shall be of a shape or configuration such that the event the area proposed transfer is a sublease to be subleased and the rent collected by remainder of the Tenant is Premises shall, in Landlord's reasonable judgment, constitute commercially marketable separate rental units; (ii) The subleased premises shall not be less than 2,000 square feet and shall include at least one exterior window; and (iii) There shall not be more than the contracted rate, the Tenant will split the excess amounts over the Lease obligation with the Landlord on a 50/50 basis. three (f3) at the time occupants of the proposed transfer no “Default” Premises at any time (as defined in Section 20.1) exists under this Leaseincluding Tenant).

Consent Not to be Unreasonably Withheld. If Landlord does not exercise its applicable option under accept Tenant’s offer within thirty (30) days after receipt of it, as provided in Section 13.29.2, above, then Landlord will not unreasonably withhold or delay its consent to Tenant’s request for consent to such specific assignment if the proposed assignment or subletting if each conditions in Section 9.3, above, and all of the following conditions is are satisfied: (a) The proposed transferee is at least as creditworthy as Tenant when Tenant entered into this Lease, and satisfied Landlord’s then-current credit standards for tenants of the proposed transfereeBuilding, and in Landlord’s reasonable opinion, opinion has sufficient the financial capacity strength and business experience stability to perform Tenant’s all obligations under this Lease;Lease to be performed by Tenant as and when they fall due. (b) the The proposed transferee will make use of the Premises which in Landlord’s reasonable opinion (i) is lawful, (iilawful,(ii) is consistent with the permitted Use use of the Premises under this Lease, (iii) is consistent with the general character of business carried on by tenants of similar a first class office buildingsbuilding, (iv) does not conflict with any exclusive rights or covenants not to compete in favor of any other tenant Tenant or proposed tenant of Tenant in the Building, (vProject,(v) will not increase the likelihood of damage or destruction to the Buildingdestruction, (vi) will not increase the rate of wear and tear to the Premises Premises, Building common facilities, or Common AreasProject, (vii) will not likely cause an increase in insurance premiums for insurance policies applicable to the BuildingProject, and (viii) will not require new tenant Tenant improvements incompatible with then-then existing Building or Project systems and components;. (c) Tenant pays Landlord’s reasonable attorneys’ fees and costs incurred in connection with negotiation, review and processing of the transfer, plus a processing fee not to exceed $500.00 for each such request. (d) Landlord is paid any increase in the Security Deposit required by Landlord and permitted by law. (e) The proposed transferee does not have a poor has demonstrated to the reasonable satisfaction of Landlord that it has good character, moral stability and good reputation in the general business community (such as a reputation for engaging in illegal or unethical business practices);community. (df) the proposed transferee, at At the time of the proposed transfer, there is neither a tenant in any building owned or managed by Landlord or any affiliate no Event of Landlord in the same city in which the Building is located, nor a party with whom Landlord is then negotiating for the lease of space in the Building; (e) if the proposed transfer is a sublease, the rent which the proposed transferee will be required to pay will be equal to at least 100% of the then-current market rent for the portion of the Premises being sublet; and In the event the proposed transfer is a sublease and the rent collected by the Tenant is more than the contracted rate, the Tenant will split the excess amounts over the Lease obligation with the Landlord on a 50/50 basis. (f) at the time of the proposed transfer no “Default” (as defined in Section 20.1) exists Default under this Lease. (g) The proposed transferee is not a tax-exempt entity as defined in the Internal Revenue Code of 1986, as amended. (h) At least 75% of the Rentable Area of the Building is leased to paying tenants. (i) The transfer will not otherwise have or cause a material adverse impact on Landlord’s interests, the Building, the Premises or the Project. (j) If Landlord consents to the proposed assignment or sublease, Tenant complies with the further provisions of Sections 9.5 and 9.6, below. Tenant shall have the burden of demonstrating that each of the foregoing conditions is satisfied.

Consent Not to be Unreasonably Withheld. If Landlord does not exercise its applicable option under Section 13.215.2, then Landlord will not unreasonably withhold or delay its consent to the proposed assignment or subletting if each of the following conditions is satisfied: (a) the proposed transferee, in Landlord’s 's reasonable opinion, has sufficient financial capacity and business experience to perform Tenant’s 's obligations under this Lease;; and (b) the proposed transferee will make use of the Premises which in Landlord’s 's reasonable opinion (i) is lawful, (ii) is consistent with the permitted Use use of the Premises under this Lease, (iii) is consistent with the general character of business carried on by tenants of similar an office buildingsbuilding of this type and quality, (iv) does not conflict with any exclusive rights or covenants not to compete in favor of any other tenant or proposed tenant of the Building, (v) will not increase the likelihood of damage or destruction to the Building, (vi) will not increase the rate of wear and tear to the Premises or Common Areas, (vii) will not cause an increase in insurance premiums for insurance policies applicable to the Building, and (viiivii) will not require new tenant improvements incompatible with then-existing Building systems and components;; and (c) the proposed transferee does not have a poor business reputation or reputation as being an undesirable tenant in the general business community (such as a reputation for engaging in illegal or unethical business practices);community; and (d) the proposed transferee, at the time of the proposed transfer, is neither a tenant in the Complex or any building owned or managed by Landlord or any affiliate of Landlord in the same city in which the Building is located, nor a party with whom Landlord is then negotiating for the lease of space in the Building;Complex; and (e) if the proposed transfer is a sublease, the rent which the proposed transferee will be required to pay will be equal to at least 100% of the then-current market rent for the portion of the Premises being sublet; and In the event the proposed transfer is a sublease and the rent collected by the Tenant is more than the contracted rate, the Tenant will split the excess amounts over the Lease obligation with the Landlord on a 50/50 basis.[INTENTIONALLY DELETED] (f) at the time of the proposed transfer no “"Default” " (as defined in Section 20.1) exists under this Lease.; and

Consent Not to be Unreasonably Withheld. 16.3.1 If Landlord does shall not exercise its applicable option under Section 13.216.2, then or if such option is not applicable to the proposed transaction, then, provided that no Event of Default shall be continuing, Landlord will shall not unreasonably withhold or delay its consent to the a proposed assignment or subletting if subletting, provided that each of the following conditions is shall be satisfied: (a) Tenant’s Notice of Intention shall have been accompanied by (i) a statement setting forth the name and address of the proposed transfereeassignee or subtenant and the nature of its business, (ii) in the case of a sublease of a portion of the Premises, a reasonably accurate floor plan indicating the portion of the Premises intended to be sublet (the “Space”), (iii) a reasonably detailed statement describing the proposed use of the Premises, (iv) financial statements prepared by an independent certified public accountant containing the opinion of such accountant reflecting the proposed assignee’s or subtenant’s current financial condition and income and expenses for the past two (2) years, or other evidence satisfactory to Landlord of the financial condition of the proposed assignee or subtenant, and (v) a term sheet or letter of intent summarizing the material terms of the assignment or subletting, and a copy of the proposed assignment (which shall contain an assumption agreement complying with the provisions of Section 16.4 below) or proposed form of sublease, as the case may be. Tenant shall deliver a copy of the executed assignment or sublease promptly after execution. Tenant shall also deliver to Landlord such other or additional information as Landlord may reasonably request consistent with the practices of other prudent landlords of comparable buildings in mid-town Manhattan; (b) The proposed subtenant or assignee, in Landlord’s reasonable opinion, has shall have sufficient financial capacity and business experience to perform Tenant’s its obligations under the proposed sublease or, in the case of an assignment, this Lease; (bc) the proposed transferee will make The use of the Premises which by the proposed assignee or subtenant shall only be for purposes which, in Landlord’s reasonable opinion opinion, (i) is are lawful, (ii) is consistent with are limited to the permitted Use of the Premises permitted under Section 6.1 of this Lease, (iii) is are consistent with the general character of business carried on by tenants of similar a first-class office buildingsbuildings in midtown Manhattan and with a majority of the tenants of the Building, (iv) does do not conflict with any exclusive rights or covenants not to compete in favor of any other tenant or proposed tenant of the BuildingBuilding (provided that Landlord has given Tenant notice of such conflicting rights upon request of Tenant), (v) will shall not increase the likelihood of damage or destruction to the Building, (vi) will not increase the rate of wear and tear to the Premises or Common Areas, (vii) will shall not cause an increase in insurance premiums for insurance policies applicable to the Building, and (viiivii) will shall not require new tenant improvements incompatible with the then-existing Building systems Systems and components; components and (cviii) the proposed transferee does shall not have a poor reputation impose any additional burdens or costs on Landlord in the general business community (such as a reputation for engaging in illegal or unethical business practices)operation of the Building; (d) In Landlord’s reasonable opinion consistent with the practices of prudent landlords of comparable buildings in mid-town Manhattan, the proposed transfereeassignee or subtenant shall not have a poor business reputation or reputation as being an undesirable tenant in the general business community; (e) The proposed assignee or subtenant, or any person who directly or indirectly controls, is controlled by, or is under common control with, the proposed assignee or subtenant, at the time Tenant requests Landlord’s consent and at the time of the proposed transfer, is neither shall not be a tenant in any building owned or managed by Landlord or any affiliate of Landlord occupant in the same city in which the Building is locatedBuilding, nor a party with whom Landlord is then negotiating or has within the past six (6) months negotiated for the lease leasing of space in the Building; (e) if the proposed transfer is a sublease, the rent which the proposed transferee will be required to pay will be equal to at least 100% of the then-current market rent for the portion of the Premises being sublet; and In the event the proposed transfer is a sublease and the rent collected by the Tenant is more than the contracted rate, the Tenant will split the excess amounts over the Lease obligation with the Landlord on a 50/50 basis.and (f) at the time The form of the proposed transfer no “Default” (as defined assignment or sublease shall comply with the provisions of this Section 16 and shall be reasonably satisfactory to Landlord in Section 20.1) exists under this Leaseform and substance.

Consent Not to be Unreasonably Withheld. If Landlord does not exercise its applicable option under Section 13.215.2, then Landlord will not unreasonably withhold its consent, Landlord agreeing that it will grant or delay withhold its consent within ten (10) business days after receipt by Landlord of the written notice and other documentation required under Section 15.2, to the proposed assignment or subletting if each of the following conditions is satisfied: (a) the proposed transferee, in Landlord’s 's reasonable opinion, has sufficient financial capacity and business experience to perform Tenant’s assignee's obligations under this Lease;, with respect to an assignment, or subleasee's obligations under its sublease, with respect to a sublease; and (b) the proposed transferee will make use of the Premises which in Landlord’s 's reasonable opinion (i) is lawful, (ii) is consistent with the permitted Use use of the Premises under this Lease, (iii) is consistent with the general character of business carried on by tenants of similar a first-class office buildingsbuilding, (iv) does not conflict with any exclusive rights or covenants not to compete in favor of any other tenant or proposed tenant of the Building, (v) will not increase the likelihood of damage or destruction to the Building, (vi) will not increase the rate of wear and tear to the Premises or Common Areas, (vii) will not cause an increase in insurance premiums for insurance policies applicable to the Building, and (viii) will not require new tenant improvements incompatible with then-then existing Building systems and components;; and (c) the proposed transferee does not have a poor business reputation or reputation as being an undesirable tenant in the general business community (such as a reputation for engaging in illegal or unethical business practices);first class office building; and (d) the proposed transferee, at the time of the proposed transfer, is neither a tenant in any building owned or managed by Landlord or any affiliate of Landlord in the same city in which the Building is located, Complex nor a party with to whom Landlord is then negotiating for the lease of space in the Building;Land▇▇▇▇ ▇▇▇ sent a written proposal or from whom Land▇▇▇▇ ▇▇▇ received a written proposal; and (e) if the proposed transfer is a sublease, the rent which the proposed transferee will be required to pay will be equal to at least 100% of the then-current market rent for the portion of the Premises being sublet; and In the event the proposed transfer is a sublease and the rent collected by the Tenant is more than the contracted rate, the Tenant will split the excess amounts over the Lease obligation with the Landlord on a 50/50 basis.[intentionally deleted] (f) at the time of the proposed transfer no “"Default” " (as defined in Section 20.1) exists under this Lease.