Common use of City’s Response Clause in Contracts

City’s Response. (a) Within twenty (20) business days after City’s receipt of the Notice of Proposed Transfer (“Response Period”), by written notice to Tenant, City may elect to: (i) sublease the portion of the Premises specified in the Notice of Proposed Transfer on the terms and conditions set forth in the notice, except as otherwise provided in Section 16.5 (City Sublease or Recapture Space) (a “City Sublease”), or (ii) terminate this Lease as to the portion of the Premises that is specified in the Notice of Proposed Transfer, with a proportionate reduction in Base Rent (a “Recapture”). (b) If City declines to exercise either of its options under subsection (a) above, then Tenant will have ninety (90) days following the earlier of (i) City’s notice that it will not elect either option or (ii) the expiration of the Response Period, to enter into the Assignment or Sublease, subject to City’s prior written approval of the proposed Transferee and the terms and conditions of the proposed Sublease or Assignment. However, fifty percent (50%) of any rent or other consideration realized by Tenant under any Assignment or Sublease in excess of the Base Rent and Additional Charges (or the amount proportionate to the portion of the Premises subject to a Sublease) will be paid to City, after Tenant has recovered any reasonable brokers’ commissions and the reasonable cost of any leasehold improvements that Tenant has incurred in connection with the Sublease or Assignment. Tenant will provide City with any information regarding the proposed Transferee and the Assignment or Sublease as City may reasonably request. City owns and uses the remainder of the Property and will only approve Transfers that are complimentary to its use of the property in its sole and absolute discretion. Further, City reserves the right to condition any approval of any proposed Transferee. If Tenant does not enter into the Assignment or Sublease within ninety (90) days after the earlier of the events described in clauses (i) or (ii) above, then Tenant will submit a new Notice of Proposed Transfer. (c) If, after City declines to exercise any of the options under subsection (a) above, Tenant desires to enter into an Assignment or a Sublease (i) on terms and conditions materially more favorable to Tenant than those contained in the Notice of Proposed Transfer or

City’s Response. (a) Within twenty (20) business days after City’s receipt of the Notice of Proposed Transfer (the “Response Period”), by written notice to Tenant, City may elect to: (i) sublease the portion of the Premises specified in the Notice of Proposed Transfer on the terms and conditions set forth in the notice, except as otherwise provided in Section 16.5 16.4 (City Sublease or Recapture Space) (a “City Sublease”), or (ii) terminate this Lease as to the portion of the Premises that is specified in the Notice of Proposed Transfer, with a proportionate reduction in Base Rent (a “Recapture”). (b) If City declines to exercise either of its options under subsection (a) above, then Tenant will have ninety (90) days following the earlier of (i) City’s notice that it will not elect either option or (ii) the expiration of the Response Period, to enter into the Assignment or Sublease, subject to City’s prior written approval of the proposed Transferee assignee or subtenant (in either case, a “Transferee”) and the terms and conditions of the proposed Sublease or Assignment. However, fifty percent (50%) of any Assignment All rent or other consideration realized by Tenant under any Assignment or Sublease in excess of the Base Rent and Additional Charges (or the amount proportionate to the portion of the Premises subject to a Sublease) will be paid to City, after Tenant Xxxxxx has recovered any reasonable brokers’ commissions and the reasonable cost of any leasehold improvements that Tenant has incurred in connection with the Sublease or Assignment. Tenant will provide City with any information regarding the proposed Transferee and the Assignment or Sublease as City may reasonably request. City owns and uses the remainder of the Property and will only approve Transfers that are complimentary to not unreasonably withhold its use of the property in its sole and absolute discretion. Further, City reserves the right to condition any approval of any proposed Transferee. If Tenant does not enter into the Assignment or Sublease within ninety (90) days after the earlier of the events described in clauses (i) or (ii) above, then Tenant will submit a new Notice of Proposed TransferTransfer for any Assignment or Sublease. (c) If, after City declines to exercise any of the options under subsection (a) above, Tenant desires to enter into an Assignment or a Sublease (i) on terms and conditions materially more favorable to Tenant than those contained in the Notice of Proposed Transfer or

City’s Response. (a) Within twenty (20) business days after City’s receipt of the Notice of Proposed Transfer and the proposed Transferee’s current financial statements (the “Response Period”), by written notice to TenantTenant (“City’s Response”), at its sole discretion City may elect to: (ia) sublease the portion terminate this Lease, effective as of the Premises specified in sixty (60) days after City’s receipt of the Notice of Proposed Transfer on and Tenant and City will be relieved of all their rights and obligations under this Lease, unless those rights and obligations expressly survive the terms and conditions set forth in the notice, except as otherwise provided in Section 16.5 (City Sublease Expiration Date or Recapture Space) (a “City Sublease”), other termination of this Lease; or (ii) terminate this Lease as to the portion of the Premises that is specified in the Notice of Proposed Transfer, with a proportionate reduction in Base Rent (a “Recapture”). (b) deny, grant, condition, or withhold its consent as provided in City’s Response. If City declines to exercise either of its options option under subsection (a) aboveabove to terminate the Lease and grants its consent to the proposed Assignment or Sublease, then Tenant will have ninety (90) days following the earlier of (i) City’s notice that it will not elect either option or (ii) the expiration of the Response Period, Period to enter into the Assignment or Sublease, subject to City’s prior written approval of the proposed Transferee assignee or subtenant (in either case, a “Transferee”), the conditions of City’s Response, and the terms and conditions of the proposed Sublease or Assignment. However, fifty Seventy-five percent (5075%) of any rent or other consideration realized by Tenant under any Assignment or Sublease in excess of the Base Rent and Additional Charges (or the amount proportionate to the portion of the Premises subject to a Sublease) will be paid to City, after Tenant has recovered any reasonable brokers’ commissions and the reasonable cost of any leasehold improvements that Tenant has incurred in connection with the Sublease or Assignment. Tenant will provide City with any information regarding the proposed Transferee and the Assignment or Sublease as City may reasonably request. City owns and uses the remainder of the Property and will only approve Transfers that are complimentary to its use of the property in its sole and absolute discretion. Further, City reserves the right to condition any approval of any proposed Transferee. If Tenant does not enter into the Assignment or Sublease within ninety (90) days after the earlier of the events described in clauses (i) or (ii) aboveResponse Period, then Tenant will submit a new Notice of Proposed Transfer. (c) Transfer for any subsequent Assignment or Sublease. If, after City declines to exercise any of its option to terminate the options Lease under subsection (a) above, Tenant desires to enter into an Assignment or a Sublease (i) on terms and conditions materially more favorable to Tenant than those contained in the Notice of Proposed Transfer, then Tenant will give City a new Notice of Proposed Transfer, which notice will state the terms and conditions of the Assignment or Sublease and identify the proposed Transferee, and City will again be entitled to elect one of the options provided in subsection (a) at any time within twenty (20) business days after City’s receipt of the new Notice of Proposed Transfer. If City elects to terminate, City may enter into a lease agreement for the Premises with any party, including the proposed Transferee identified in Tenant’s notice. Notwithstanding the foregoing, if any Event of Default by Xxxxxx has occurred and is continuing at the time of Tenant’s Notice of Proposed Transfer or(or if any event occurs that, with the giving of notice or the passage of time or both, would constitute an Event of Default), then City may elect by notice to Tenant to refuse to consent to Xxxxxx’s proposed Transfer and pursue any of its right or remedies or at law or in equity.